Terms of Purchase

These terms and conditions ("Terms") shall apply to all orders placed with EnviroBuild Materials Ltd ("EnviroBuild", "we", "us" or "our") for the sale of goods to commercial customers ("Customer", or “You”). 

These Terms supersede any terms and conditions contained or referred to in any purchase order or other documentation submitted by the Customer and shall apply in place of and prevail over any such terms. 

In order to open a credit account the Customer will have submitted an applicating in which they agreed to these terms.

1.    ORDERS AND ACCEPTANCE
1.1.    These Terms apply to all orders for the purchase of goods submitted to EnviroBuild following receipt of a written purchase order or a payment in full from the Customer ("Order").
1.2.    A binding contract shall be formed only when the Customer confirms acceptance of these Terms in writing, agrees a delivery date, or otherwise proceeds with the Order (including by accepting delivery), in each case without objection to these Terms.
1.3.    These terms and conditions apply in preference to and supersede any terms and conditions referred to or offered by the seller whether in negotiation or at any stage in the dealings between the parties with reference to the goods to which this contract relates. Without prejudice to the generality of the foregoing, the seller will not be bound by any standard or printed terms furnished by the buyer in any of its documents, unless the buyer specifically states in writing separately from such terms that it intends such terms to apply and the seller acknowledges such notification in writing.
1.4.    No variation may be made to the contract of sale except by agreement in writing between the parties and agreed by a Director of EnviroBuild.
1.5.    All Orders are subject to availability. We reserve the right to refuse or cancel any Order without liability.

2.    PRICES AND PAYMENT
2.1    The prices quoted are exclusive of United Kingdom Value Added Tax unless otherwise specifically stated in the contract. All prices are exclusive of VAT and any applicable delivery charges unless otherwise agreed in writing.  Any variation to prices resulting from taxes or levies shall be for the buyer’s account.
2.2    In the event that a Good is listed or quoted at an incorrect price due to an error, the seller will notify the buyer within 14 days of the Acceptance Confirmation of the correct price by e-mail or telephone. Either the seller or the buyer may then cancel the part(s) of the order relating to the incorrectly priced goods (including those goods which can be reasonably linked to the incorrectly priced goods) or the buyer may purchase the incorrectly priced goods at the correct price. If the buyer confirms acceptance to purchase the goods at the corrected price, the unpaid difference will be paid by the buyer to the seller. If payment has been taken for the goods and the buyer cancels the order, the seller will issue a refund to the buyer. If only some of the goods the buyer ordered are mispriced, it will not affect the order in relation to any goods which were priced correctly.
2.3    Payment is due in full in cleared funds prior to dispatch unless credit terms have been agreed in writing. If credit terms have been agreed, payment is due within 30 days of the date of invoice unless specifically agreed otherwise in writing by a director of EnviroBuild.
2.4    Time for payment shall be of the essence.
2.5    We reserve the right to charge interest on overdue sums at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until payment is received in full.

3.    DELIVERY
3.1    Where goods are ordered by the buyer for delivery at his request:
3.1.1    (i) If a date is stated for delivery and such date is not altered by agreement in writing, the buyer shall take delivery on that date;
3.1.2    (ii) If no date is stated for delivery, the buyer shall take delivery of the goods as soon as they are ready;
3.1.3    (iii) If the buyer does not take delivery on the stated date the buyer will reimburse the seller’s associated costs and/or expenses including, but not limited to, storage, transportation and insurance costs. An invoice will be issued for the full amount of the goods on the stated date on which delivery is due and shall be payable in accordance with the provisions of Clause 10.1.
3.2    In any other case:
3.2.1    Any time stated in respect of delivery is given in good faith but is by way of estimation only and is not binding on the seller; and
3.2.2    Time for delivery, whether expressly stated or not, shall not be or be deemed to be of the essence of the contract of sale.
3.3    The seller will deliver the goods as near as possible to the delivery address as far as hard road permits. The buyer shall provide at his own expense the labour for unloading and stacking with utmost despatch. Damage caused to the goods due to inadequate site access or careless unloading shall be at the buyer’s expense.
3.4    The seller shall not be liable for any loss or damage whether direct or indirect or consequential or in whatsoever way arising which is or might be occasioned to the buyer or to any purchaser from him or customer of his arising out of or in any way due to any delay or default in delivery of any goods under the contract however caused.
3.5    The seller shall be entitled to make partial deliveries of the goods unless otherwise agreed in writing.
3.6    In the case of partial deliveries of goods, the buyer will not be entitled to treat the delivery of faulty goods in any one instalment, or the late delivery of any one instalment, as a repudiation of the whole contract.
3.7     The cost of delivering the goods is non-refundable.
3.8    The buyer at his own expense must ensure there is a legally responsible person to accept by way of signing for the goods on delivery.
3.9    Deliveries outside of Mainland England & Wales (including but not limited to: Scotland, Northern Ireland, Ireland, Isle of Mann, Isle of Wight) may incur an additional delivery charge at the sole discretion of seller, more details about delivery charges can be found here. This additional charge may be applied, at the sole discretion of seller

4.    RISK AND TITLE
4.1    The goods shall be at risk of the buyer as soon as they are delivered to the delivery address unless otherwise agreed and the seller shall be under no obligation to give the buyer the notice specified in Section 32(3) of the Sale of Goods Act 197
4.2    The buyer shall be entitled to sell the goods in the ordinary course of business, provided that the proceeds of the sale shall be held in trust for the seller by the buyer until payment of all sums due to the seller by the buyer under this contract and all other contracts between the seller and buyer.
4.3    Should the buyer default in any payment when due the seller will be entitled to repossess all the goods held by the buyer which are still the seller’s property (without prejudice to any other right or remedy arising out of such default in payment) and for this purpose the seller will be entitled to enter upon any land or buildings on or in which the goods may be situated and to remove the same. All costs incurred by the seller in repossessing the goods shall be borne by the buyer.
4.4    Any goods so repossessed shall be sold and the proceeds of sale set off against the amounts due to the seller by the buyer. Any balance remaining of the proceeds of sale shall be paid to the buyer. If the said proceeds of the sale are not sufficient the buyer shall remain liable to pay to the seller the amount remaining due, together with any interest accruing thereon
4.5    Legal and beneficial title in the goods shall not pass to the buyer until both the buyer has received the goods and the seller has received, in cash and/or in cleared funds, payment in full of the Price for the goods and all other sums which are or which become due to the seller for sales of the goods; in case of delivery by instalments, where payment in full has been made for the relevant instalments.

5.    RETURNS AND CANCELLATIONS
5.1    Returns will be considered in accordance with the conditions below.  If you are a consumer then you have additional rights as defined under the Consumer Rights Act of October 2015.  Where these terms differ from the Act then the terms should be altered to comply with the Act
5.2    You must notify us of your wish to return any goods to us within 14 days of receipt of the goods. Please call our Customer Support team either by emailing ops@envirobuild.com or calling 020 3918 6926 stating your reason for return. In the case of a damaged product, please do send over images where possible for us to pass on to quality control.
5.3    If your order arrived in separate deliveries, you have until 14 days from delivery of the last item in that order.
5.4    You then have a further 14 days to return the goods to us. We will provide you with a returns form which must be attached to the goods being returned
5.5    If requested, EnviroBuild can arrange the collection of items, this may incur a surcharge which can be taken off an eligible refund amount. For large collections (that cannot be sent via a standard courier service) there will be a minimum £200 collection surcharge.
5.6    Returned goods must be in original packaging and resalable condition. 
5.7    For any products returned that were originally purchased by a business (i.e. a sole trader or incorporated entity) in addition to clause 5.5, there will be a re-stocking fee of 15%, with a minimum handling fee payable by the buyer of £50 per consignment.
5.8    For non-business, retail buyers, we will only refund standard delivery charges if the whole of the order is being returned. If you opted for a special delivery service, we will only refund you for a standard delivery service. If your delivery was free then you will not receive any refund for this. If you are only returning part of your order then you will not receive any money back for delivery costs.
5.9    Where the buyer returns goods which were originally purchased using a credit card, the seller shall be entitled to deduct 3% of the purchase price from the value of any refund on account of the credit card surcharges incurred by the seller.
5.10    Custom or made-to-order goods cannot be returned unless defective.

6.    SPECIFICATIONS AND QUALITY
6.1    The Customer is responsible for:
6.1.1    ensuring the goods are suitable for their intended use;
6.1.2    reviewing product calculations, specifications and compatibility before placing the Order;
6.2    The seller reserves the right to change the specification of any goods quoted in his sales literature at any time without notice.
6.3    Whilst the seller takes every precaution in the preparation of his literature, these documents are for the buyer’s general guidance only and the particulars contained therein shall not constitute representations by the seller and the seller shall not be bound thereby.
6.4    The contents of the literature are provided by EnviroBuild Materials Limited in good faith and considered to be factual and accurate at the time of publication. These do not constitute specific technical recommendations and are provided for general information purposes only. It is for the engineer, architect or other relevant professional engaged to advise on any project to assess and satisfy themselves on the suitability of EnviroBuild products for their intended use on that project.
6.5    Greatest efforts are made to ensure consistency and uniformity during production. However the buyer recognizes and acknowledges that there may be a variance of colour and finish. Slight deviations in colour and or dimensions or weight or finish shall under no circumstances be the subject to any rejection or claim against the seller.
6.6    Any defects found in part of the goods shall not entitle the buyer to reject the remaining goods
6.7    All other warranties, conditions, or terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

7.    QUALITY
7.1    The seller warrants that on delivery the goods shall: (a) conform in all material respects with the specification; and (b) be free from material defects in design, material and workmanship.
7.2    The seller warrants its products in accordance with the warranties shown on its website.
7.3    The seller accepts no liability for any defect caused as a result of:
7.3.1     the buyer failing to follow the seller’s oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the goods; or
7.3.2    fair wear and tear, weathering, wilful damage, negligence or abnormal storage or working conditions.

8.    LIABILITY
8.1    Nothing in these terms and conditions shall limit or exclude the seller’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of goods Act 1979; or (d) defective products under the Consumer Protection Act 1987.
8.2    Subject to clause 8.1: (a) the seller shall under no circumstances whatever be liable to the buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and (b) the seller’s total liability to the buyer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the total value of the order.

9.    PAYMENT
9.1    The following payment terms shall apply depending on the nature of the order:
9.1.1    EnviroBuild orders: the total order value shall be payable (excluding installation costs) at the point of order;
9.1.2    Payment by American Express, where possible, may incur an additional 3.5% and surcharge;
9.1.3    Credit card surcharge fee incurred by the Seller are not refundable; and
9.1.4    No payment shall be deemed to have been received until the Seller has received cleared funds
9.2    For credit accounts, except where otherwise specifically agreed, payment must be made to the seller’s address stated on his invoice not later than 30 days following the date of his invoice.
9.3    Where partial delivery is made, the buyer shall be obliged to pay for each instalment separately, if the seller so requires, by invoicing him.
9.4    If payment is not made on the due date the seller shall be entitled to:
9.4.1    Charge interest on the outstanding amount at the rate of 8% above the Bank of England base rate, accruing daily;
9.4.2    Require payment in advance of delivery of undelivered goods;
9.4.3    Refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the buyer for non-delivery or any delay in delivery;
9.4.4    Terminate the contract; and/or
9.5    Enforce the terms of clauses 4.3 and 4.4
9.6    Unless otherwise agreed the buyer shall not be entitled to exercise any right of set-off or counterclaim against monies owed to the seller for goods invoiced and delivered to him.
9.7    Where the work/services extend over more than one invoice period, each invoice raised shall be deemed to be a separate contract and the Client shall pay in full the amount payable under the invoice raised, notwithstanding any rights which the Client may claim in respect of any other services under other contract between the parties.
9.8    Divisibility Clause: Where delivery of goods is affected by us by more than one consignment or staged invoice (whether at the request of the purchaser or not) then each such consignment shall be deemed to be a separate contract subject to these Conditions of Sale and the purchaser shall pay to EnviroBuild Materials Ltd in full the amount payable under the invoice raised for each consignment notwithstanding any rights which the purchaser may claim to have against us in respect of any other contract between us and the buyer

10.    INTELLECTUAL PROPERTY
10.1    The buyer shall indemnify the seller against all damages, penalties, costs and expenses to which the seller may be liable as a result of work done in accordance with the buyer’s specification which involves the infringement of any letters patent or registered design.
10.2    All intellectual property rights in goods, designs, specifications, and related materials supplied by EnviroBuild shall remain the property of EnviroBuild or its licensors. Nothing in these Terms shall be construed as granting the Customer any license or right to use such intellectual property.

11.    FORCE MAJEURE
11.1    We shall not be liable for any failure or delay in performing our obligations under a contract due to events beyond our reasonable control, including but not limited to acts of God, war, terrorism, strike, pandemic, supplier delay, transport disruption, or government action.

12.    TERMINATION
12.1    We may terminate an Order with immediate effect by written notice if the Customer:
12.1.1    fails to pay on time;
12.1.2    If the buyer shall make default in or commit a breach of the contract or of any other of his obligations to the seller, or if any distress or execution shall be levied upon the buyer’s property or assets, or if the buyer shall make or offer to make any arrangement or composition with creditors, or commit an act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer is a limited company and any resolution or petition to wind up such company’s business shall be passed or presented, or if a receiver of such company’s undertaking, property or assets of any part thereof shall be appointed, the seller shall have the right by written notice to the buyer to determine this and/or to suspend further deliveries of goods under this and/or any other contract between the buyer and the seller. Such right shall be without prejudice to any other claim or right the seller may otherwise make or exercise.  
12.2    Upon termination, all outstanding sums shall become immediately due.

13.    MISCELLANEOUS
13.1    No variation of these Terms shall be effective unless agreed in writing by a director of EnviroBuild.
13.2    If any part of these Terms is found to be invalid or unenforceable, the remaining terms shall continue in full force.
13.3    Nothing in these Terms shall be deemed to create any partnership, joint venture, or agency relationship between the parties.
13.4    These Terms constitute the entire agreement between the parties in relation to the subject matter and supersede all prior discussions, correspondence, and agreements.

14.    GOVERNING LAW AND JURISDICTION
14.1    These conditions and the contract shall be subject to and consulted in accordance with English Law, and the buyer is deemed to submit to the exclusive jurisdiction of the High Court of Justice of England

15.    DATA PROTECTION
15.1    Each party shall comply with its obligations under the Data Protection Act 2018 and UK GDPR to the extent applicable to the performance of its obligations under these Terms.

16.    COMPANY INFORMATION
16.1    EnviroBuild Materials Ltd is a company registered in England and Wales under company number 09662640. Our registered office is at 29 Pear Tree Street, London, EC1V 3AG.