TERMS AND CONDITIONS
APPLICATION AND ENTIRE AGREEMENT
These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from Imperial Green Systems Ltd, a company registered in England and Wales under number [Replace with Company Registration Number] whose registered office is [Replace with Registered Office Address] (we or us).
These Terms and Conditions will be considered accepted by you upon your acceptance of them or the quotation, or from the date of any Goods delivery, whichever occurs first. They will constitute the complete agreement between us and you.
These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms you may attempt to impose, incorporate, or that are implied by trade, custom, practice, or course of dealing.
INTERPRETATION
A “business day” refers to any day other than a Saturday, Sunday, or bank holiday in England and Wales.
The headings in these Terms and Conditions are for convenience and will not affect their interpretation.
Words denoting the singular number include the plural and vice versa.
GOODS
The description of the Goods is outlined in our sales documentation, unless specifically altered in our quotation. By accepting the quotation, you acknowledge not relying on any statements, promises, or other representations about the Goods by us. Descriptions of the Goods provided in our sales documentation are intended as guidelines only.
We reserve the right to make any necessary changes to the Goods’ specifications to comply with safety or other statutory or regulatory requirements.
PRICE
The price (Price) of the Goods is as stated in our current quotation at the time of your order or as otherwise agreed in writing.
We retain the right to increase the Price before delivery if the cost of the Goods to us rises due to factors beyond our control, such as material costs, labor costs, exchange rate alterations, duties, or changes in delivery rates. Any such increase will be communicated to you.
You may be eligible for discounts at our discretion.
The Price excludes fees for packaging, transportation, and delivery.
The Price does not include any applicable VAT or other taxes or levies imposed by competent authorities.
CANCELLATION AND ALTERATION
Details of the Goods, as described in the clause above (Goods) and presented in our sales documentation, are subject to change without notice and do not constitute a contractual offer to sell the Goods.
The validity of the quotation, including any non-standard price negotiated per the Price clause (above), is limited to 28 days from the date indicated unless expressly withdrawn by us sooner.
Either party can cancel the order for any reason prior to your acceptance or rejection of the quotation.
PAYMENT
We will invoice you for the Price either upon or following the Goods’ delivery or when the Goods are ready for collection, if you are to collect them.
Payment of the Price must occur within 1 day of the invoice date or as per any credit terms agreed between us.
Payment is due even if delivery has not taken place, and title in the Goods has not transferred to you.
Failure to pay within the specified period will result in the suspension of further deliveries, and you will be charged interest at a rate of 15% per annum above the Bank of England’s base rate on the outstanding amount until full payment is received.
Timely payment is a crucial element of the Contract.
All payments should be made in British Pounds unless otherwise mutually agreed in writing.
Both parties must make full payments without any deduction or withholding, except as required by law. No party is entitled to assert any credit, set-off, or counterclaim to justify withholding full or partial payment, except as required by law.
DELIVERY
We will arrange for the Goods to be delivered to the address specified in the quotation or your order, or another location agreed upon in writing.
If no delivery address is specified, or if mutually agreed, you are responsible for collecting the Goods from our premises.
Delivery may take place at any time during the day, typically between 8 am and 8 pm.
If you fail to take delivery, we may, at our discretion and without waiving any other rights, store the Goods and charge you for associated costs like transportation, storage, and insurance, arrange redelivery and charge you for the costs, or, after 10 business days, resell or otherwise dispose of the Goods and charge you for any shortfall below the Goods’ price.
If redelivery is not possible, you must collect the Goods from our premises and will be responsible for costs like storage and insurance.
Delivery dates are approximate, and timely delivery is not guaranteed. We will not be held responsible for delivery delays caused by factors beyond our control, your failure to provide adequate delivery instructions, or any other relevant instructions regarding the supply of the Goods.
We may deliver the Goods in installments, each invoiced separately. Each installment is a distinct contract, and issues with one installment do not entitle you to cancel the entire order.
INSPECTION AND ACCEPTANCE OF GOODS
You must inspect the Goods upon delivery or collection.
If you identify any damages or shortages, you must inform us in writing within 7 days of delivery, providing details.
We will accept returned Goods only when we are satisfied they are defective and after conducting an inspection, if necessary.
You may return the Goods, and we will repair, replace, or refund the Goods or part of them as appropriate, subject to your compliance with these conditions and/or our agreement.
We have no further liability or obligations regarding the Goods if you fail to provide notice or continue using the Goods after notifying us of damages and shortages, or if the defect results from your failure to follow our instructions, normal wear and tear, misuse, alteration, negligence, damage, or acts of third parties.
The risk and cost of returning the Goods are your responsibility.
Acceptance of the Goods is assumed upon inspection by you, or within 7 days after delivery, whichever occurs first.
RISK AND TITLE
The risk in the Goods passes to you upon delivery completion.
Title to the Goods does not transfer to you until full payment is received (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services we have supplied to you and payment is due.
Until the Goods’ title passes to you, you must either (a) hold the Goods on our behalf as our bailee, or (b) store the Goods separately and refrain from removing, defacing, or obscuring any identifying mark or packaging related to the Goods, or (c) keep the Goods in satisfactory condition and insure them against all risks from the delivery date.
As long as the Goods are not resold or irrevocably incorporated into another product, we have the right to ask you to return the Goods. If you fail to do so promptly, we can enter your premises or any third party’s premises where the Goods are stored to recover them.
TERMINATION
We may terminate the sale of Goods under the Contract if:
- You commit a material breach of your obligations under these Terms and Conditions.
- In our reasonable opinion, you are or are about to become the subject of a bankruptcy order or benefit from any other statutory provision for insolvent debtors.
- You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986 or any other scheme or arrangement with your creditors.
- You convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed in respect of your assets or undertakings, or any part thereof, file documents with the court for the appointment of an administrator, give notice of intention to appoint an administrator, pass a resolution or file a petition for the winding up of your affairs or for the granting of an administration order, or commence any proceedings relating to your insolvency or possible insolvency.
LIMITATION OF LIABILITY
Our liability under the Contract, in breach of statutory duty, in tort, misrepresentation, or otherwise, will be restricted as follows:
Subject to the clauses above on Inspection and Acceptance, and Risk and Title, all warranties, conditions, or other terms implied by statute or common law (except those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
If we fail to deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest available market, less the price of the Goods.
Under no circumstances will our total liability exceed the total amount of the Price you have paid.
We will not be liable for:
- Indirect, special, or consequential loss, damage, costs, or expenses.
- Loss of profits, anticipated profits, business, data, reputation, goodwill, business interruption, or other third-party claims.
- Failure to perform our obligations due to factors beyond our reasonable control.
- Losses caused directly or indirectly by your failure or breach of obligations.
- Losses related to the suitability of the Goods for your purposes or your use of the Goods.
This limitation of liability does not exclude or limit our liability for:
- Death or personal injury caused by our negligence.
- Any matter for which it would be illegal to exclude or limit our liability.
- Fraud or fraudulent misrepresentation.
COMMUNICATIONS
All notices under these Terms and Conditions must be in writing and signed by the party giving notice or a duly authorized officer of that party.
Notices are considered duly given when:
- Delivered by courier or other messenger (including registered mail) during the recipient’s normal business hours.
- Transmitted by fax or email, generating a successful transmission report or return receipt.
- Mailed by national ordinary mail, resulting in delivery on the fifth business day.
- Mailed by airmail, resulting in delivery on the tenth business day.
Notices must be sent to the most recent address, email address, or fax number provided to the other party.
DATA PROTECTION
While providing the Goods, the Seller may access and/or gain the ability to transfer, store, or process personal data of the Buyer’s employees.
The parties agree that if such processing of personal data occurs, the Buyer shall act as the ‘data controller,’ and the Seller shall act as the ‘data processor’ as defined in the General Data Protection Regulation (GDPR), as may be amended, extended, or re-enacted from time to time.
“Personal Data,” “Processing,” “Data Controller,” “Data Processor,” and “Data Subject” have the same meaning as in the GDPR.
The Seller may only Process Personal Data to the extent required to provide the Goods mentioned in these terms and conditions or as requested by and agreed with the Buyer, and will not retain any Personal Data longer than necessary for the Processing.
The Seller shall not disclose Personal Data to third parties except employees, directors, agents, subcontractors, or advisors on a strict “need-to-know” basis and only under the same or more extensive conditions specified in these terms and conditions or as required by applicable legislation and/or regulations.
The Seller shall implement and maintain technical and organizational security measures necessary to protect Personal Data Processed by the Seller on behalf of the Buyer. Additional details about the Seller’s approach to data protection can be found in its Data Protection Policy on our website. For inquiries or complaints regarding data privacy, contact our Data Protection Officer at compliance@imperialgreensystems.com.
CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY
Neither party shall be liable for any failure or delay in performing their obligations resulting from causes beyond the reasonable control of that party. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event beyond the control of the party in question.
NO WAIVER
No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
SEVERANCE
If one or more provisions of these Terms and Conditions are found to be unlawful, invalid, or otherwise unenforceable, those provisions shall be severed from the remainder of these Terms and Conditions, which will remain valid and enforceable.
LAW AND JURISDICTION
This Agreement shall be governed by and interpreted according to the law of England and Wales, and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.