Our Products
In this Contract the following capitalised terms shall have the meaning hereinafter ascribed to them:
Conditions
Means the terms and conditions set out in this document and includes any special terms and conditions agreed in writing between the Customer and the Supplier and set out on the Order; in case of conflict between the two, any special terms shall prevail.
Contract
Means the contract for the sale of Goods to be sold by the Supplier to the Customer pursuant to these Conditions.
Customer
Means the person buying the Goods or whose order for the Goods is accepted by the Supplier.
Goods
Means the goods and services referred to in the Order that the Supplier agrees to supply.
Invoice
Means the invoice issued to the Customer by the Supplier detailing the Goods sold, the price(s) thereof, the method of payment and any other terms stated therein.
Order
Means any written instrument detailing the Goods to be sold by the Supplier to the Customer together with the price to be paid for such Goods and may include specific payment terms and/or arrangements. Where no written Order is provided by the Customer, the Order shall mean the request to supply the Goods as detailed in the Invoice.
Supplier
Means Earth Save Products Limited.
The Supplier shall sell the Goods in accordance with these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
Any advice or recommendation given by the Supplier, or its employees or agents, to the Customer, or its employees or agents, which is not confirmed in writing, is followed or acted upon at the Customer’s own risk and the Supplier shall not be liable for any such advice or recommendation. In particular, and without prejudice to the generality of the foregoing, the Supplier accepts no responsibility for the design of the Customer’s heating and/or hot water system into which the Goods may be installed or the installation of the same.
The Customer shall have the right, at any time within 7 days of the date of the Supplier agreeing to supply the Goods, to cancel the Contract. The Customer shall contact the Chairman of the Supplier to obtain a form that must be completed and submitted to the Supplier within such 7 day period in order for any cancellation to be effective.
The Customer is responsible for ensuring the accuracy of the Order and for giving the Supplier any necessary information relating to the Goods within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
Save as provided for in Clause 2.6, no Order which has been accepted by the Supplier may be cancelled (which for the purposes of this Contract includes deferring any delivery) by the Customer, except with the agreement in writing of the Supplier and on terms that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of any such cancellation.
In the event that an order for Goods is cancelled after the expiry of the 14 day cooling off period, there will be a charge of 20% of the Contract Price for the ordered Goods against re-stocking.
All drawings, designs, specifications and other information that may be provided by the Supplier are confidential and all rights of copyright, ownership and other intellectual property rights in respect of them shall remain vested in the Supplier and shall not pass to the Customer.
All drawings, designs, specifications and other information that may be provided by the Supplier are confidential and all rights of copyright, ownership and other intellectual property rights in respect of them shall remain vested in the Supplier and shall not pass to the Customer.
The Customer shall pay the Supplier the amount(s) detailed in the Invoice at the times set out in the Invoice in full without any set off, deduction, withholding and/or counterclaim.
For the avoidance of doubt, the Supplier may claim from the Customer the price of the Goods, notwithstanding that title to them has not passed to the Customer. Title shall then pass to the Customer on payment of the price therefore.
If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier may cancel the Contract or suspend any further deliveries to the Customer and/or charge the Customer interest on any amount overdue for payment at an annual rate 3% above Barclays Bank plc base rate in force from time to time, until payment in full is made.
In the event that the Goods supplied are of a type that may be registered on the Microgeneration Certification Scheme database, the Supplier shall not be obliged to effect any such registration until any sums outstanding for payment have been paid over to the Supplier in full and been received by the Supplier as “cleared funds”.
In the event that the Supplier is responsible for the commissioning and/or post-installation inspection of any heat pump unit supplied under this Contract, the Customer confirms that he understands that any price provided for carrying out such works is based upon there being one visit to site only. Should more than one visit to site be necessary to undertake such works, the Supplier may charge, and the Customer will pay, an additional charge equating to 75% of the charge made by the Supplier for undertaking such works, as noted in pricing details provided to the Customer by the Supplier prior to the Parties entering into this Contract.
The Supplier shall deliver the Goods on the terms and date specified in the Invoice or as otherwise agreed, unless varied in writing by the parties.
If the delivery date is delayed (unless this is caused by the Supplier) by more than four weeks from the date specified therefore in the Invoice, the Customer will be invoiced for the Goods and pay for the same as if they had been delivered in accordance with the Contract, less the deposit paid (if any).
If the Supplier fails to deliver the Goods for any reason, other than any reason beyond the Supplier’s reasonable control or the Customer’s fault, and damages for delay or non-delivery are specified in the Invoice as payable in such circumstances (but not otherwise), the Supplier’s liability shall be limited to any cost in excess of the price of the Goods incurred by the Customer in procuring (in the cheapest reasonable and available market) similar goods to those not delivered.
Notwithstanding the foregoing, the aggregate liability of the Supplier to the Customer in respect of failure of the Supplier to fulfil its obligations under the Contract and/or arising out of or in connection with the Contract shall be 5% of the price detailed in the Invoice for the Goods that the Supplier has failed to deliver.
If the Customer fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions then, without prejudice to any other right or remedy available to the Supplier, the Supplier may store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage and/or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for either:
a) the excess over the price that should have been paid by the Customer to the Supplier for such Goods under the Contract, or
b) charge the Customer for any amount by which the price received by the Supplier is less than the price that should have been paid by the Customer to the Supplier for such Goods.
Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery, the time when the Supplier has tendered delivery of the Goods. If delivery is to be tendered according to Incoterms (2000) risk and title shall transfer from the Supplier to the Customer as detailed in Incoterms for the relevant delivery term. The Customer should insure the Goods accordingly.
If the Customer is in possession of any Goods prior to them being paid for in full, the Customer shall hold the Goods as the Supplier’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and protected and insured and identified as the Supplier’s property and shall not dispose of the Goods or encumber them in any way.
Until such time as the property in the Goods passes to the Customer, the Supplier may at any time require the Customer to deliver up the Goods to the Supplier and if the Customer fails to do so forthwith, enter upon any premises of the Customer or any third party where the Goods are and repossess the Goods.
Any Goods provided shall be of reasonable quality and shall comply with the Supplier’s published specification of the same.
The warranty in clause 7.1 is given by the Supplier subject to the following:
The Goods shall be considered to meet the requirements in Clause 7.1 if they meet the specification therefore published by the Supplier.
The Supplier is not responsible for sizing the equipment required to meet any particular duty.
The Supplier shall not be liable in respect of fair wear and tear, wilful damage, damage caused by the negligence of, or inappropriate use of the Goods by, the Customer or any third party, defects during abnormal/out of specification working conditions, failure to follow the Supplier’s installation and/or operating instructions (whether oral or in writing), misuse, alteration or repair of the Goods by non-Supplier accredited engineers without the Supplier’s prior approval.
The foregoing warranty does not extend to parts, materials or equipment not manufactured by the Supplier, in respect of which the Customer shall only be entitled to the benefit of any warranty or guarantee as is given in writing by the manufacturer to the Supplier.
Further, the Customer hereby confirms that he understands that the performance of any Microgeneration heat pump system is impossible to predict with certainty due to the variability of the climate and its subsequent effect on both heat supply and demand.
The Supplier will use all reasonable endeavours to check that the ASHP provided is of the appropriate size for the duty made known to the Supplier in writing by the Customer. Any suggestions and/or recommendations made by the Supplier as to the correct and/or appropriate sizing of any heat pump supplied under this Contract is based upon the best available information but is given as guidance only and should not be considered as a guarantee of any kind and it is for the Customer to satisfy himself that any heat pump supplied under this Contract is of an appropriate size for the duty to which it is to be put, whether or not such duty has been made known to the Supplier.
Without prejudice to the foregoing, the Supplier’s obligation to make good mechanical defects in, to repair and/or replace the Goods due to a mechanical defect arising shall be for a warranty period of 24 months from the date of sale as stated in the Invoice or such other period as has been notified to the Customer prior to delivery of the Goods.
For the avoidance of doubt, the Supplier’s obligation to make good, repair and/or replace the Goods does not extend to any capacity over or under-sizing of any heat pump unit and associated materials and/or equipment supplied and/or installed under this Contract.
Save as expressly provided for in this Contract, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted at law.
The Customer shall inspect the Goods on delivery to ensure the Goods comply with warranty set out in Clause 7.1. Any claim by the Customer which is based on any defect in the quality or condition of the Goods shall be notified to the Supplier within 7 days of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, but, in any event, within 24 months of delivery.
If delivery is not refused, and the Customer does not notify the Supplier of any defect in the Goods as aforesaid, the Customer may not reject the Goods and the Customer shall pay the price as if the Goods had been delivered in accordance with the Contract.
Any inspection carried out by a reputable internationally recognised independent inspection agency (for example, SGS) prior to the Goods being loaded onboard any shipping vessel shall be conclusive evidence of the condition of the Goods and, if no defect in the Goods is noted by such inspection agency at the time of the inspection, the Supplier shall have no right to reject delivery of the Goods and shall be obliged to fulfil its payment obligations detailed in the Contract and/or the Invoice (as the case may be).
Where there is proven to be any breach of the warranty detailed in Clause 7 and the Customer has the lawful right to exercise any right of rejection of the Goods, the Supplier may replace or repair the Goods, or otherwise make good any defects in the same or, at the Supplier’s sole discretion, refund to the Customer the price of the Goods that do not meet the Supplier’s specification therefore (subject to the Customer making the defective Goods available for collection by the Supplier), and the Supplier shall have no further liability to the Customer in respect of such faulty Goods.
Notwithstanding anything else in this Contract, neither party’s liability in respect of fraud, death or personal injury caused by that party’s negligence shall be limited.
The Supplier shall not be liable to the Customer for any indirect, special or consequential loss or damage (including, without limitation, loss of profit, contract, use, production or similar losses, damages, costs, expenses), unrealised savings or other claims for compensation.
The Supplier shall not be liable for any breach of its obligations under the Contract, or any Order, to the extent that the Supplier is prevented or hindered from complying with the same by any cause beyond the reasonable control of the Supplier (“Force Majeure”).
Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract, forthwith and without any requirement of notice, without any liability to the Customer, if:
The Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation, or is otherwise unable to pay its debts as and when they fall due.
An encumbrancer takes possession, or a receiver, administrator or an administrative receiver is appointed, of and/or over any of the property or assets of the Customer.
The Supplier reasonably believes that any of the foregoing events is about to occur in relation to the Customer.
If any of the circumstances referred to in clause 8.1 occurs and the Goods have been provided but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, or the Supplier shall be entitled to the immediate return of the Goods and may visit and enter onto the Customer’s premises to effect such an immediate return of the Goods.
The Customer may not assign any of its rights or obligations or mortgage, charge any of its rights under this Contract without the prior written consent of the Supplier. The Supplier may assign all of its rights and obligations under this Contract without the consent of the Customer.
Each party acknowledges that in entering into this Contract, it does not do so on the basis of and does not rely on any representation, warranty or other provision except as expressly provided in this Contract and all conditions, warranties or other terms implied, or as may be implied, by statute, common law, or otherwise, are hereby excluded. This condition shall only apply to the extent permitted at law.
Any notice required or permitted to be given by either party to the other shall be in writing addressed to that other party, if the Customer is a Company or firm, at its registered office or principal place of business or, if the Customer is an individual, at the address on the Invoice, or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent court or authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and/or Order and the remainder of the provision in question shall not be affected.
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 or similar legislation to enforce any term of the Contract.
The Contract shall be governed by and construed in accordance with the law of England and the parties submit themselves to the exclusive jurisdiction of the English Courts.
The Contract shall be governed by and construed in accordance with the law of England and the parties submit themselves to the exclusive jurisdiction of the English Courts.
By placing an order with Earth Save Products Limited, you confirm that you have read, understood and agree to be bound by these Terms and Conditions.
