“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
“Contract” the contract between eGreen and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
“Customer” the person or firm who purchases the Goods from eGreen.
“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
“Delivery Location” has the meaning given in clause 4.2.
“eGreen” eGreen International Limited (registered in England and Wales with company number 01858859).
“Force Majeure Event” an event, circumstance or cause beyond eGreen’s reasonable control including, but not limited to: strikes, lock-outs or other industrial disputes, failure of a utility service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic or other contagious or communicable disease including, but not limited to, severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) which causes COVID-19 and any variations or mutations thereof, and in each case, any effects arising from or in connection with the same including, but not limited to, any actions, recommendations, announcements, lockdowns or restrictions, related to its subject matter (whether made by a government body, authority, public health organisation or other similar official body) which affects the performance of eGreen’s obligations under this Contract, or default of suppliers.
“Goods” the goods (or any part of them) set out in the Order.
“Order” the Customer’s order for the Goods, as set out [in the Customer’s purchase order form.
“Specification” any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and eGreen.
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.5 A reference to writing or written includes fax and email.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when eGreen issues a written acceptance of the Order; or (if it is not accepted by eGreen in Writing) when the Goods are delivered in whole or in part to the Customer; or to the carrier for delivery to the Customer (whichever is the earlier), at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by eGreen and any descriptions or illustrations contained in eGreen’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by eGreen shall not constitute an offer. A quotation shall only be valid for a maximum period of 30 days from its date of issue, unless expressed otherwise.
3.1 The Goods are usually described on eGreen’s website and in eGreen’s catalogue, as modified by any applicable Specification, or as communicated by eGreen to the Customer.
3.2 The Customer shall indemnify eGreen against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by eGreen in connection with any claim made against eGreen for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with eGreen’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 eGreen reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and eGreen shall notify the Customer in any such event.
3.4 All orders for Goods placed with eGreen are subject to availability of stock and to the Goods being unsold at the date of acceptance of the Order. Accordingly, eGreen shall owe no liability to any potential Customer or third party as a result.
4.1 eGreen shall ensure that:
4.1.1 if eGreen requires the Customer to return any materials, such as pallets, to eGreen, that fact is clearly stated on the delivery note. The Customer shall return such materials to eGreen at such times as eGreen shall reasonably request. Returns of packaging materials shall be at eGreen’s expense.
4.2 Delivery. If eGreen are to deliver the Goods, eGreen shall deliver to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after eGreen notifies the Customer that the Goods are ready.
4.3 Collection. If the Customer is to collect the Goods, the Customer shall collect from such location as may be advised by eGreen prior to collection (Collection Location) when eGreen notifyies the Customer that the Goods are ready.
4.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location or the Collection Location, as the case may be.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. eGreen shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide eGreen with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods or fails to collect the Goods (as the case may be) within three Business Days of eGreen notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or eGreen’s failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which eGreen notified the Customer that the Goods were ready; and
4.6.2 eGreen shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the day on which eGreen notified the Customer that the Goods were ready for delivery or collection (as the case may be) the Customer has not accepted actual delivery of them, eGreen may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 If eGreen delivers or adjusts quantities up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, eGreen shall make a pro rata adjustment to the invoice for the Goods.
4.9 eGreen may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.10 In the event of damage to or loss of Goods in transit and before delivery, the Customer shall give written notification of such damage or loss to eGreen and to the relevant carriers within 2 Business Days after delivery (time being of the essence). Provided that such notification is given and that such damage or loss is established to eGreen’s reasonable satisfaction, then eGreen will replace the Goods, lost or damaged, within 30 days if the Customer shall so require, unless they incorporate any non-standard or bespoke features to the Customer’s requirements, in which case the Contract will be rescinded and any payments made there under by the Customer will be refunded.
4.11 eGreen shall have no liability to the Customer or to any third party for any consequential loss or damage of any kind directly or indirectly attributable to damage or loss of Goods in transit or delay in transit or any failure by the carrier to deliver at all.
5.1 If the Customer gives notice in writing to eGreen within 30 days following the date of delivery that some or all of the Goods are defective, not of satisfactory quality or do not conform in all material aspects to the Specification, then:
5.1.1 eGreen is given a reasonable opportunity of examining such Goods; and
5.1.2 the Customer (if asked to do so by eGreen) shall return such Goods to eGreen’s place of business at the Customer’s cost,
eGreen shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.2 eGreen shall not be liable for any Goods’ failure that are due to:
5.2.1 the Customer making any further use of such Goods;
5.2.2 the defect arises because the Customer failed to follow eGreen’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.2.3 the defect arises as a result of eGreen following any drawing, design or Specification supplied by the Customer;
5.2.4 the Customer alters or repairs such Goods without the written consent of eGreen;
5.2.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.2.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.3 Except as provided in this clause 5, eGreen shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by eGreen.
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 eGreen receives payment in full (in cash or cleared funds) for the Goods; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as eGreen’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify eGreen immediately if it becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4; and
6.3.5 give eGreen such information as eGreen may reasonably require from time to time relating to:
220.127.116.11 the Goods; and
18.104.22.168 the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before eGreen receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as eGreen’s agent; and
6.4.2 title to the Goods shall pass from eGreen to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, eGreen may:
6.5.1 by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
6.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in eGreen’s published price list in force as at the date of delivery.
7.2 eGreen may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1 any factor beyond eGreen’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give eGreen adequate or accurate information or instructions.
7.3 The price of the Goods:
7.3.1 excludes amounts in respect of value added tax (VAT) (or any equivalent tax chargeable in the UK or elsewhere), duties, levies, assessments or any other taxes, charges and/or fees of any kind in respect of the Goods which the Customer shall additionally be liable to pay to eGreen at the prevailing rate, subject to the receipt of a valid VAT or tax invoice; and
7.3.2 excludes any increases in costs and charges of packaging, insurance and transport of the Goods pursuant to clause 7.2, which shall be invoiced to the Customer.
7.4 eGreen may invoice the Customer for the Goods on or at any time after the Goods are collected and/or are dispatched to be delivered, as the case may be. eGreen reserves the right to charge a deposit prior to any Goods being collected and/or dispatched.
7.5 The Customer shall pay each invoice submitted by eGreen:
7.5.1 within 28 days of the date of the invoice or in accordance with any credit terms agreed by eGreen and confirmed in writing to the Customer; and
7.5.2 in full and in cleared funds to a bank account nominated in writing by eGreen, and time for payment shall be of the essence of the Contract.
7.6 If the Customer fails to make a payment due to eGreen under the Contract by the due date, then, without limiting eGreen’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.8 For the avoidance of doubt, the Customer shall be solely responsible for any and all other taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the Goods.
7.9 Prices quoted in respect of deliveries are EX-WORKS, as standard, unless otherwise stated. eGreen’s responsibility for the Goods shall cease immediately when the Goods are placed with a carrier from which time the risk of any loss or damage to the Goods from whatever cause arising shall be borne solely by the Customer.
8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.1.1 death or personal injury caused by negligence;
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.1.4 defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.1, eGreen’s total liability to the Customer shall not exceed the total price paid for the Goods.
8.3 Subject to clause 8.1, the following types of loss are wholly excluded:
8.3.1 loss of profits;
8.3.2 loss of sales or business;
8.3.3 loss of agreements or contracts;
8.3.4 loss of anticipated savings;
8.3.5 loss of use or corruption of software, data or information;
8.3.6 loss of or damage to goodwill; and
8.3.7 indirect or consequential loss.
8.4 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, eGreen may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
9.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without limiting its other rights or remedies, eGreen may suspend provision of the Goods under the Contract or any other contract between the Customer and eGreen if the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or eGreen reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, eGreen may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to eGreen all of eGreen’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, eGreen shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
eGreen shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 12 weeks or more the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
11.1 Assignment and other dealings.
11.1.1 eGreen may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of eGreen.
11.2.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.2.
11.2.2 Each party may disclose the other party’s confidential information:
22.214.171.124 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and
126.96.36.199 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.2.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.2.4 Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Contract by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Contract.
11.3 Entire agreement.
11.3.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.3.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
188.8.131.52 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
184.108.40.206 sent by fax to its main fax number or sent by email to the address specified in the relevant Order.
11.7.2 Any notice shall be deemed to have been received:
220.127.116.11 if delivered by hand, at the time the notice is left at the proper address;
18.104.22.168 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
22.214.171.124 if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 126.96.36.199, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
11.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.8 Third party rights.
11.8.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.9 Exports. Where the Goods are to be exported outside the UK, the Customer shall be solely responsible for complying with any legislation or regulations governing the importation of the Goods into that country and for the payment of any taxes, duties or levies on them. In addition, the Customer shall, in good time, procure any necessary import and/or export permits and if required by eGreen to produce to eGreen evidence of this prior to shipment.
11.10 Data Protection.
11.10.2 eGreen and the Customer acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and eGreen is the data processor.
11.10.3 eGreen and the Customer will comply with all applicable Data Protection Legislation from time to time in force.
11.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
11.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
UPDATED: JULY 2022