These conditions shall be incorporated into all contracts between Enviroscreen Systems LLP or ES Healthcare (“Enviroscreen”) of Swift House, 13 Ronsons Way, St. Albans, Hertfordshire, AL4 9QT and any person, firm or other organisation (“the Customer”) for the supply to the Customer of goods and / or service (“the Contract”). The placing of any order for work (“the Order”) by the Customer in any form whatsoever (including verbally) shall be deemed to be an acceptance of these conditions and any terms and conditions stipulated, incorporated or referred to by the Customer whether in the order or in any negotiations are hereby excluded. The Customer’s terms and conditions shall not be incorporated into any contract with Enviroscreen and in any event these Conditions shall prevail over all the Customer’s terms and conditions. No alteration to the Conditions will be valid without Enviroscreen’s written consent signed by a director of Enviroscreen.
Reference to “Work” in these conditions shall mean any works instructed to Enviroscreen by the Customer (or anyone acting on the Customer’s behalf) and the term “Works” shall be construed accordingly.
The Customer shall pay to Enviroscreen the contract sum (“the Contract Sum”) which shall be the total amount payable in respect of the works undertaken by Enviroscreen for or on behalf of the Customer in relation to all Orders placed by the Customer.
Any provisional sum items contained within any quotations and / or estimates (as referred to in clause 2 below) or within the Contract Sum shall be valued on a remeasurement basis upon completion of the works. Any items which form part of a lump sum contained within the Contract Sum may only be varied by a variation instruction issued in accordance with these terms.
References in these terms to “Goods” shall mean any goods or materials supplied at any time by Enviroscreen to the Customer whether or not such goods have been incorporated within the works.
You can use our website to place an order by selecting the product you wish to buy and adding it to your basket. Items you do not require can be removed from your basket at any time. If you prefer to order by telephone you can do so by calling 01727 220007.
We use secure payment facilities for online purchases. Carriage charges will be shown prior to you placing your order. You will be required to pay for the goods in full at the time of ordering. All prices quoted on our website are in UK pounds and include Value Added Tax at the current rate.
When you place an order with us, you are making an offer to buy goods. We will send you an e-mail to confirm that we have received your order.
In the unlikely event that the goods are no longer available, or that we have made a pricing mistake, we will advise you of this. You will not receive an e-mail confirming acceptance of your order, and there will be no contract between us.
Once your order has been confirmed, changes may not be possible or may incur additional charges or delays. Once your order is complete, we will notify you of the dispatch date. The buyer assumes responsibility for the goods being suitable for the purpose for which they are being purchased.
Images of products on this website are for illustrative purposes only. Your goods may vary slightly from the image shown on the website and will not include any of the pictured accessories, unless stated in the specification of the goods. Whilst goods may be shown assembled, they may require assembly by you.
We have made every effort to display as accurately as possible the colours of our products that appear on this website. However, we cannot guarantee that your monitor’s display of any colour will accurately reflect the colour of the actual goods. Whilst we try to be as accurate as possible, all information provided is approximate and is provided in good faith.
This contract is covered by English law. By placing an order with us, you agree to and accept these terms, as well as our privacy policy and the terms of website use.
Disposal of packing materials is your responsibility.
If there is no one to accept the order on the scheduled delivery date the goods may be returned to the factory and we reserve the right to charge you an additional re-delivery charge.
If you change the delivery address once the goods have been dispatched to you, we reserve the right to pass on any extra charges made by our carriers for redirecting your delivery, if the carriers are able to make the change. This will delay your delivery.
Please check the goods on delivery – any goods found to be missing or damaged should be notified to the delivery driver at the time of delivery or ourselves within two working days of delivery of the items. If the goods are lost or damaged please report this to us within two working days from the delivery day.
Deliveries are made to a ground floor entrance only and on the condition that there is reasonable access for the safe and prompt delivery of the goods.
Sometimes, for reasons beyond our control, we may be prevented from delivering your goods as planned. These might include things such as accidents, breakdowns, fire, flood, storm, severe weather, acts of god, war, riot, civil commotion, malicious damage or the default of our suppliers. We are not responsible where this causes a delay or failure in delivering your goods.
Time is not the essence of the contract unless expressly stated otherwise in writing by a Director of the Company.
All Enviroscreen products are rigorously quality checked before dispatch but in the unlikely event that you experience any problems please email us at sales@enviroscreen.org.uk or call our customer service team on 01727220007. You have 7 days following receipt of your goods to report any damaged or defective goods due to manufacturing, or damage caused while being in the delivery process. We will deal with your queries promptly and if necessary arrange for a replacement to be sent. We reserve the right to ask for digital pictures with regards to the issues reported or to ask for the product to be returned to us for inspection. This does not affect your statutory rights.
Quotations and Estimates
Quotations and / or estimates (which may or may not include a schedule of rates) are provided by Enviroscreen on the basis that no contract shall come into existence except in accordance with condition 1.1. Quotations and / or estimates are open for acceptance for a period of 8 weeks from the date of quotation and / or estimate unless otherwise specified provided that Enviroscreen has not previously withdrawn it.
Quotations and / or estimates issued by Enviroscreen to the Customer are based on works being carried out in continuity or to an agreed programme of works. If the Customer has any special requirements regarding access to site, restricted working hours or practices, then these must be made clear to Enviroscreen before placing an order for works.
At the time of quotation and / or estimate Enviroscreen cannot be deemed responsible for the checking of all existing site conditions including but not limited to: existing components, access, parking, occurrence of dangerous or hazardous substances.
Quotations and / or estimates provided by Enviroscreen are specifically for the works outlined in writing at the time of quotation. Any additional works or variations to that stated in the quotation and / or estimate will only be undertaken on receipt of a written request from the Customer and to a price agreed in writing before any additional works are undertaken.
Prices quoted are net and exclusive of Value Added Tax which will be added to all invoices rendered.
Where at any time before delivery of goods or services there is an increase in the cost of raw materials, transport, components or labour or there are any currency fluctuations increasing the cost of raw materials or components Enviroscreen reserves the right to adjust the Contract Sum to incorporate any such increases in costs on giving notice of its intention to do so to the Customer.
Enviroscreen reserves the right to charge for additional drawings or professional services in order to satisfy any special requirements of the Customer or other body, authority, organisation, firm or statutory regulation which were not known or made known to Enviroscreen at the time the order was placed.
Enviroscreen shall be entitled to subcontract any work without the consent of the Customer.
Enviroscreen reserves the right to vary the agreed specification of materials used (including, but not limited to, specified Manufacturers’ materials and/or goods) if, in its opinion, the finished product will be of an equivalent or higher standard.
Enviroscreen accepts no liability for any works arising from faulty or damaged goods or services not supplied by Enviroscreen. If during the course of works, Enviroscreen exposes any faulty or damaged goods these will be reported to the Customer and, to the extent that such faulty or damaged goods result in additional costs to Enviroscreen, those additional costs shall be met by the Customer.
Services & Goods Provided by the Customer
Where the Customer wishes to use the services of individuals or other organisations in works affecting services provided by Enviroscreen, Enviroscreen accepts no responsibility for the checking or verification of works provided by the other parties. In this event Enviroscreen must be advised before commencement of works when such services are to be scheduled so that Enviroscreen can incorporate these into its programme of works (if any). Any amendments to these dates must be advised to Enviroscreen in good time.
Where goods are to be provided by the Customer, Enviroscreen accepts no responsibility for the checking, verification or storage of these goods supplied either direct to their premises or site.
Damages
Any damage caused on site alleged by the Customer to be attributed to Enviroscreen should be reported and confirmed in writing by the Customer to Enviroscreen within 24 hours in order that Enviroscreen may investigate. Enviroscreen will not accept responsibility for any claim(s) reported after this period has elapsed.
Any damage caused to Enviroscreen materials on site (whether installed or not) will be reported by the Customer and confirmed in writing. The Customer at the earliest available opportunity should raise any concerns about the quality of products or services supplied by Enviroscreen in order that Enviroscreen may take any necessary action to resolve these concerns.
Terms of Payment
Enviroscreen may issue invoices at its discretion either as the works achieve stages agreed with the Customer or, in default of any such agreement, at regular monthly intervals. Payment of the whole amount of the invoice will become due upon the date of despatch of the invoice to the Customer (“the due date”). The final date for payment of the amount that becomes due will be 14 days after the due date (“the final due date”) unless otherwise stated in writing by Enviroscreen.
Any discrepancies in Enviroscreen invoices must be made known to Enviroscreen within 5 days of receipt of the invoice.
Without prejudice to any other right or remedy that it may have, if the Customer fails to pay by the final due date, Enviroscreen may: (a) charge interest on such sum from the due date at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB, accruing on a daily basis until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand; or (b) claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and (c) suspend all services having given not less than 2 days written notice of its intention to do so until payment has been made in full.
Time for payment shall be of the essence.
Passing of Property and Risk in Goods
The goods comprised in the Contract are at the risk of the Customer from the time of delivery.
Ownership of the goods shall not pass to the Customer until Enviroscreen has received in full (in cash or cleared funds) all sums due to it in respect of:
The goods; and
All other sums which are or which become due to Enviroscreen from the Customer on any account.
Until ownership of the goods has passed to the Customer, the Customer shall:
Hold the goods on a fiduciary basis as Enviroscreen’s bailee;
Store the goods (at no cost to Enviroscreen) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Enviroscreen property;
Not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and
Maintain that goods in satisfactory condition and keep them insured on Enviroscreen’s behalf for their full price against all risks to the reasonable satisfaction of Enviroscreen. On request, the Customer shall produce the policy of insurance to Enviroscreen.
Enviroscreen shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from Enviroscreen.
The Customer grants Enviroscreen, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
Delivery
Enviroscreen will deliver or arrange delivery of the goods to the Customer or to the Customer’s agent at the place specified in the Contract for deliveries or, if no place has been specified, at such place as may be agreed between Enviroscreen and the Customer in writing. Enviroscreen shall use its reasonable endeavours to deliver or arrange delivery of the goods on the dates specified by the Customer or within a reasonable time thereof provided always that the time for delivery shall not be of the essence of the Contract and the Customer shall be obliged to accept deliveries of goods by instalments. Enviroscreen shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery within such period.
If for any reason the Customer fails to accept delivery of any goods when they are ready for delivery, or Enviroscreen is unable to deliver the goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
Risk in the goods shall pass to the Customer (including for loss or damage caused by Enviroscreen negligence);
The goods shall be deemed to have been delivered; and
Enviroscreen may store the goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).
Termination
If either party fails to:
Comply with any of the terms of the Contract; or
Ceases to or threatens to cease to carry on all or a substantial part of its business, is unable to pay its debts as the fall due, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
Becomes insolvent, bankrupt, has a petition presented for its winding up or enters into (or proposes to enter into) a voluntary arrangement with its creditors:
The other party may terminate the Contract forthwith by notice in writing. In that event Enviroscreen will be discharged from further performance of the Contract and the Customer shall forthwith upon demand pay to Enviroscreen all costs and expenses and overheads incurred in connection with the Contract together with any loss or profit and all sums due to Enviroscreen hereunder.
On termination of the Contract for any reason:
The Customer shall immediately pay to the Company all of Enviroscreen’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Enviroscreen may submit an invoice which shall be payable immediately on receipt;
The Customer shall [, within a reasonable time,] return all of Enviroscreen’s goods, equipment, pre-existing materials and deliverables. If the Customer fails to do so, then Enviroscreen may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
Without prejudice to the provisions of clause 8.1 Enviroscreen reserves the right to terminate the Contract at any time by giving not less than 24 hours written notice. In the event of a termination under this clause, the provisions of clause 8.2 shall have full effect.
Any notice issued under or pursuant to this clause 8 shall be sent by courier to the last known address of the receiving party.
Dispute Resolution
Either party may at any time refer a dispute to adjudication. Any adjudication shall be carried out pursuant to the Model Adjudication Procedures published by the Construction Industry Council current at the time of the reference. The nominating body shall be the Royal Institute of Chartered Surveyors.
The Contract and these Terms shall be governed by and construed in accordance with English law and each party submits to the exclusive jurisdiction of the English courts in relation to any claim or dispute arising there under without prejudice to the right to adjudicate at any time.
Force Majeure
Enviroscreen shall not be liable for failing to perform or delay of performance, if the delay is caused by circumstances or events outside their reasonable control, which shall include but not be limited to industrial action, acts of God, terrorism, civil commotion, refusals to grant licences or permissions, adverse weather conditions or other acts, events, accidents or omissions beyond the party’s reasonable control. The time for performance shall be extended for a reasonable time, having regard for the cause of the delay upon reasonable notice in writing to the Customer. Should such a delay persist for a period of over 28 continuous days either party may give notice to terminate this agreement on 7 days’ notice in writing.
Limitation
Enviroscreen’s maximum liability to the Customer under or in connection with the Contract whether in contract or in tort or in negligence or breach of statutory duty or otherwise (other than in respect of personal injury) shall not exceed the Contract Sum.
Rights of Third Parties
A person who is not a party to the Contract shall not have any rights under or in connection with it and the provisions of the Contracts (Right of Third Parties) Act 1999 are excluded.
Assignment
The Customer shall not, without prior written consent of Enviroscreen, assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.
Enviroscreen may at any time assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
Variation
Enviroscreen may, from time to time and without notice, change the services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the services. If Enviroscreen requests a change to the scope of the services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.
The Customer may (either itself or acting by its servant, agent, employee or any other party with apparent authority to do so) instruct variations to the works and the Customer hereby agrees to pay for all such varied work on the basis of cost plus 30%.
Waiver
A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
Copyright
Enviroscreen grants to the Customer with full title guarantee, or where it does not own the copyright in such design information, it shall use its reasonable endeavours to procure the grant to the Customer of an unconditional, irrevocable, royalty-free and non-exclusive licence to copy and use any design information that forms part of the works for any purpose related to the Works or the Site, other than the reproduction of the designs for an extension of the Works or the Site.
The benefit of the licence is assignable without Enviroscreen’s consent and the licence includes the right to grant sub-licences.
Enviroscreen shall not be liable for any use of the design information by the Customer or its assignee or sub-licensee for any purpose other than that for which the same was prepared and provided by or on behalf of Enviroscreen.
Entire Agreement
This agreement supersedes any previous oral or written agreements or arrangements between the parties relating to the matters contained in this agreement and it represents the entire understanding between the parties relating to those matters.
Notices
Any notice (other than a notice served under or pursuant to clause 8) to be given under this agreement shall be in writing and shall be deemed to be given properly if it is delivered by hand, or sent by special or recorded delivery post, or sent by facsimile transmission to the last known address of the receiving party or such other address and/or the facsimile number as may be notified from time to time.
If the notice is sent by special or recorded delivery post, it shall be deemed to be received two working days after the day it was posted.
If the notice is delivered by hand or sent by facsimile transmission, it shall be deemed to be received on the day it is delivered or transmitted if it is delivered or transmitted before 5.00 pm on a working day, failing which it is deemed received on the next working day.
