Terms and Conditions of Sale
1.1 “Buyer” means the person who agrees to buy the goods from the Seller. 1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller. 1.3 “Delivery Date” means the date specified by the Seller when the goods are to be delivered. 1.4 “Goods” means the articles that the Buyer agrees to buy from the Seller. 1.5 “Price” means the price for the goods quoted on the Eco Polyurethane Systems Limited (EPS) website, or alternatively any valid written quotation provided by the Seller to the Buyer. 1.6 “Seller” means Eco Polyurethane Systems Limited (EPS)
2. Conditions Applicable
2.1 These conditions shall apply to all Contracts for the sale of goods by the Seller to the Buyer to the exclusion of all other terms and conditions, which the Buyer may purport to apply under any purchase order, confirmation or order or similar document. 2.2 All orders for goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions. 2.3 Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions. 2.4 Any variation of these conditions (including any special terms and conditions agreed between the parties) shall not be applicable unless agreed in writing by the Seller.
3. Price and Payment
3.1 The price shall be the Seller’s quoted price, which shall be binding upon the sale providing that the Buyer shall accept the Seller’s quotation within 30 days. The price is exclusive of VAT unless specified as including VAT. Payment of the price is required before any goods are sent to the Buyer for delivery. Time for payment shall be of the essence. 3.2 The Seller may by giving notice to the Buyer at any time up to 7 days before the delivery increase the price of the goods to reflect any increase in cost to the Seller, which is due to factors occurring after the making of the Contract of Sale, which are beyond the reasonable control of the Seller (including without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs). Provided that the Buyer may cancel this Contract within 7 days of any such notice from the Seller.
4. The Goods
4.1 The goods shall be manufactured and supplied in accordance with the description contained in the Seller’s specification and manufactured in accordance with all applicable British standards, which relate specifically to the goods. 4.2 The Seller may from time to time make changes in the specification of the goods, which are to comply with any applicable safety or statutory requirements or, which do not materially affect the quality or fitness for the purpose of the goods. 4.2.1 The seller may at his discretion, substitute products with kits from an alternative manufacturer. If this happens, the seller guarantees that in all cases, kit sizes, quality and yield will be the same or better. 4.3 The Buyer shall take delivery of the goods tendered notwithstanding that the quantity delivered shall be either greater or less than the quantity purchased provided that 4.3.1 Such discrepancy in quantity shall not exceed 5% 4.3.2 The price shall be adjusted pro rata to the discrepancy 4.4 The Buyer shall inspect the goods on delivery and shall within three days of delivery, notify the seller of any alleged defects, shortage in quantity, damage or failure to comply description or sample. The Buyer shall afford the Seller an opportunity to inspect the goods within a reasonable time following the delivery and before any use is made of them. If the Buyer should fail to comply with these provisions the goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage, which would be apparent on a reasonable examination of the goods and the Buyer shall be deemed to have accepted the goods. 4.5 The Buyer shall notify the Seller of any non-delivery of a whole consignment within 14 days of the date of despatch (as stated on the invoice). Notwithstanding the receipt by the Seller of any such Notice a clear signature on a carrier’s delivery advice sheet shall be deemed simply by receipt of the quantity of goods on the advice sheet. 4.6 If the goods are not in accordance with the Contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any shortage by replacing the goods or if the Seller shall elect, by refunding a proportion of part of the price.
5. Warranties and Liabilities
5.1 The Seller warrants that the goods will at the time if delivery corresponds to the description given by the seller. The Seller warrants to the original Buyer that the Goods supplied by the Seller, shall for a period of 12 months from the date of invoice, be replaced or repaired free of charge; provided that it is proved to the Seller’s satisfaction that the goods are defective owing to faults in the workmanship or materials used in the manufacture of the goods. (a) No warranty will be applied to goods, which have not been paid in full. (b) The warranty shall cease to be valid if the goods are repaired or altered without previous written consent from Eco Polyurethane Systems Limited (EPS) (c) Warranty shall not apply to goods improperly installed, applied, serviced in the opinion of the manufacturer or Eco Polyurethane Systems Limited (EPS) The warranty doesn’t cover any defect caused by misuse, transport damage, accident or fair wear and tear. All labour, travel and carriage costs associated with the warranty claim are excluded from this warranty policy. Eco Polyurethane Systems Limited (EPS) will also not be reliable for erecting, dismantling or reinstallation, of the defective returned part. (a) All Goods returned to the Seller must be accompanied by a description of the defects, found by the customer. A “Warranty Claim Form” will be provided by Eco Polyurethane Systems Limited (EPS) The warranty will not apply to goods returned without a duly completed Warranty Claim Form. The Seller reserves the right to charge for Goods supplied against a Warranty Claim, pending the outcome of any investigations into the validity of the Warranty Claim. The Seller reserves the right to supply without notice a replacement part, which may differ in specifications, dimensions, or design from the original part if the exact goods supplied are not available. 5.2 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller’s specification) relating to the quality and/or fitness for the purpose of the goods or any of the goods excluded. 5.3 In the event of any breach of this Contract by the Seller, the Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer, In the event of such breach the remedies of the Buyer shall be limited to damages. Under no circumstance shall the liability of the Seller exceed the price of the goods. 5.4 All warranties and conditions whether implied by statute or otherwise are excluded from this Contract. Providing that nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as a consumer.
6. Delivery of Goods
6.1 Delivery of the goods shall be made to the buyer’s address on the delivery date agreed by the Seller. The buyer should make all necessary arrangements to take delivery of the goods whenever they are tendered for delivery. 6.2 The Seller may deliver the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of this Contract of Sale. 6.3 The failure of the Buyer to pay for any one or more of the said instalments of The goods on the due date shall entitle the Seller (at the sole option of the Seller):- 6.3.1 without notice to suspend further deliveries of the goods pending payment by the Buyer and/or 6.3.2 to treat this contract as repudiated by the Buyer. 6.4 The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the goods (or any of them) promptly at all. 6.5 Notwithstanding that the Seller may have delayed or failed to deliver the goods (or any of them) promptly, the Buyer shall be bound to accept delivery and to pay for the goods and carriage charges (carriage charges where applicable).
7. Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the goods 24 hours after the delivery to the Buyer. 7.2 After acceptance the Buyer shall not be entitled to reject the goods, which are not in accordance with the Contract. 7.3 If the Buyer properly rejects any of the goods, which are not in accordance with the Contract the Buyer shall nonetheless pay the full price for such goods unless the Buyer promptly gives notice of the rejection to the Seller and at the Buyer’s cost returns such goods to the Seller within 7 days of delivery of the goods. 7.4 No goods delivered to the Buyer, which are in accordance with the Contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller. 7.5 If the Seller agrees to accept any such goods for return the Buyer shall be liable to pay a handling charge of 15% of the invoice price. Such goods must be returned by the Buyer carriage paid to the Seller in their original shipping cartons. 7.6 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.
8. Returns and Refunds
User error is not refundable - These errors only occur when the operating instructions are not followed. All user errors have a well-known cause and effect. Eco Polyurethane Systems Limited (EPS) are able to determine from the appearance of the foam and the condition of the gun/hose assembly precisely what has happened. The most common user errors are made when Buyers/Users fail to comply with the comprehensive user instructions. For a guide to User error, please view our Troubleshooting page on our website. Comprehensive user instructions are included with every kit and can be found on our website. Whilst Eco Polyurethane Systems Limited (EPS) can advise on product suitability for applications, we cannot guarantee product suitability for applications. It is up to the Buyer to satisfy themselves that the product will be suitable for their needs or intended application. This does not affect your Statutory rights under the Sale of Goods Act (1979) as amended, nor rights under the Consumer Protection (Distance Selling) Regulations October 2000.
9. Title and Risk
9.1 The goods shall be at the Buyer’s risk from the time of dispatch from the Seller. 9.2 In spite of delivery having been made property in the goods, shall not pass from the Seller until: 9.2.1 the buyer shall have paid the price in full, and 9.2.2 no other sums whatever shall be due from the Buyer to the Seller. 9.3 Until property in the goods passes to the Buyer in accordance with clause 8.2, the Buyer shall hold the goods and each of them on a fiduciary basis as Bailee for the Seller. The Buyer shall store the goods at no cost to the Seller (separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property). 9.4 Notwithstanding that the goods (or any of them) remain the property of the Seller, the Buyer may sell or use the goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as a principal when making such sales or dealings. Until property in the goods passes from the Seller, the entire proceeds of the sale or otherwise of the goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money. 9.5 The Seller shall be entitled to recover the price (plus VAT) notwithstanding that the property in any of the goods has not passed to the Seller. 9.6 Until such time as property in the goods passes from the Seller, the Buyer shall upon request deliver up such of the goods as have not ceased to be in existence or re-sold to the Seller. If the Buyer fails to do so, the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the goods are situated and re-possess the goods. On the making of such requests, the rights of the Buyer under Clause 8.4 shall cease. 9.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness of any of the goods, which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable. 9.8 The Buyer shall insure and keep insured the goods to the full price against all risks to the reasonable satisfaction of the Seller until the date that property in the goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable. 9.9 The Buyer shall promptly deliver the prescribed particulars of his Contract to the Registrar in accordance with the Companies Act 1985 part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this Contract.
No waiver of forbearance by the Seller (whether expressed or implied) in enforcing any of its rights under this Contract shall prejudice its right to do so in the future.
If the Buyer fails to make payment for the goods in accordance with its Contract of Sale or commits any other breach of its Contract of Sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangements with its creditors or if any Petition is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a Limited Company any resolution or Petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrator is presented against the Buyer or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in the respect of goods shall become payable immediately. The Seller may in its absolute discretion without prejudice to any other rights, which it may have: i. suspend all future deliveries of goods to the Buyer and/or terminate the Contract without liability on its part, and/or ii. exercise any of the rights pursuant to Clause 8.
13. Proper Law of Contract
12.1 This Contract is subject to the Law of England and Wales. 12.2 All disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
14. Force Majeure
Notwithstanding any other provision of the conditions the Seller shall be not be liable in any way for loss or damage resulting from the failure to supply any of the goods, for any delay or defect in the supply of any goods caused by force majeure or strike, lockout, industrial action, accident, fire, scarcity of materials or labour or any other cause not within the Seller’s direct control.