TERMS OF TRADE
Envirocon Ltd supplies all products and services on the following terms.
No variation of these terms is effective unless in writing and signed on Envirocon’s behalf.
In these terms and conditions of supply the following terms shall have the following meanings:
Product: Blocks supplied by Envirocon
Services: Services supplied by Envirocon.
Unless agreed in writing otherwise, the customer is deemed to accept these terms on placement of an order with Envirocon.
SUPPLY AND DELIVERY
The customer may place orders for products or services from time to time.
Envirocon will use its best endeavours to deliver all products and services within the agreed time. Envirocon has no obligation to deliver any product or service unless Envirocon accepts the order. The anticipated time of supply will be extended if, for reasons outside of Envirocon’s reasonable control, products or services are not able to be procured, or if Envirocon is not able to obtain unimpeded access and facilities in the premises in which products or services are to be supplied. Envirocon may make delivery of products or services by instalments. Where the customer has credit terms, the customer must pay for any instalments that are being delivered regardless of whether or not all the products or services would have been delivered.
Delivery is subject to Envirocon’s Transport Guidelines.
DISCONTINUING PRODUCT LINES
Envirocon may withdraw any product or service from supply by written notice, effective immediately, but will remain liable to supply any product or service that has already been ordered within the original terms of supply. The customer shall have no claim against Envirocon in the event that it is impracticable for Envirocon to supply a product or service.
DELIVERY OF BLOCKS
When the products are uplifted by the customer from Envirocon’s premises; or
When Envirocon personnel first deliver the products to the customer or to the customer’s premises; or
When the products are provided by Envirocon to an agent (or transport supplier) for delivery to the customer.
All products which are to be delivered to an agent to carry to the customer shall be delivered upon the following terms:
Delivery shall be deemed to have taken place when the product is provided to the agent for delivery.
The customer accepts all risk relating to the product following delivery.
The customer accepts that the terms of carriage will be the standard terms upon which the carrier carries goods for Envirocon or Envirocon’s customers from time to time. In all cases Envirocon does not accept any liability for chipping or damage to the block which occurs in transit.
PRICE AND PAYMENT
The price payable for any products or services will be the price specified in any order, estimate, or agreement. Where no price is specified, Envirocon’s standard price for the product or service at the time of order will apply.
Envirocon may amend prices from time to time without notice to the customer, effective immediately. The issue of amended pricing will not affect the price payable for products or services that have already been ordered.
Envirocon may require a deposit to be paid on order. In all cases Envirocon will not issue cash refunds. Refunds will allocated against the customers account for future orders.
Where the customer cancels or modifies an order for standard products before the order has been dispatched, no extra charges will be levied.
Where the customer cancels or modifies an order for standard products after some, or all, of the product has been dispatched then charges incurred by Envirocon will be deducted from the refunded credit.
Where a customer cancels or modifies an order for custom products, no refund will be allowed.
If the customer does not pay any amount payable to Envirocon by the due date for payment then without prejudice to Envirocon’s other rights, Envirocon may require the customer to pay Envirocon interest upon demand (as liquidated damages) on the amount due from the due date until the date of payment at a rate equal to 5% per day above the current overdraft rate which Envirocon has with its principal banker (in addition to the customer remaining liable for the full amount outstanding).
The customer may not offset any amount owed to Envirocon in any circumstances.
Subject to the clause below, the balance of the payment will be due in cash upon receipt of the products or services from Envirocon to the customer.
Trading accounts are available to approved customers upon application to, and approval of Envirocon. Trading accounts will be on terms offered by Envirocon from time to time.
OWNERSHIP AND IP
Envirocon will retain legal and beneficial ownership of any and all products and other goods which the products have been incorporated into or mixed with (accessions) until it receives payment in full for them and all other amounts owing to it, and until the customer has satisfied all obligations owed to Envirocon. The customer irrevocably grants Envirocon a licence to enter upon the premises in which any products are installed and remove the products at any time until payment for the products, and any other monies owing to Envirocon, is made.
The customer agrees that it will do all that is necessary and provide Envirocon upon request by Envirocon all information and documents Envirocon requires to register a financing statement over the products or their proceeds or accessions, and that the customer will advise Envirocon immediately in writing of any changes to that information. The customer waives all right to receive a copy of any verification statement or a financing statement. The customer agrees to supply Envirocon, within two business days of Envirocon’s written request, copies of all security interests registered over the customer’s personal property, and it authorises Envirocon’s as its agent to request information from any secured party relating to any security interest which is held in any personal property which is or has been in the customer’s possession or control. The customer agrees that Envirocon’s may require the customer to pay all reasonable costs, including legal costs on a solicitor-client basis, associated with the discharge or amendment of any financing statement registered by Envirocon, whether or not the change was initiated by the customer. If Envirocon repossesses goods, it may retain those goods or dispose of them without notice or statement of account to the customer or any other person and, after deducting reasonable costs of the sale, Envirocon may credit any surplus by way of refund to the customer or apply the credit to any other sum owing by the customer to Envirocon. Envirocon will not be obliged to re-supply any repossessed stock. The customer authorises Envirocon to search the Personal Properties Securities Register at any time for information about it (or if it is a company) its parents or associated company. The customer waives its right pursuant to sections 121, 125, 129, 131, and 132 of the Personal Properties Securities Act.
The customer acknowledges that clause 14.1 will apply even if the products have been affixed to, or incorporated into real property. The customer will, prior to installation by Envirocon, notify any mortgagee of Envirocon’s purchase money security interest in the products so affixed or incorporated into the real property.
The customer acknowledges that Envirocon (or its supplier) is the sole owner of intellectual property rights in the products. The customer must not copy, or permit any other person to copy any keys supplied, or otherwise deal with the intellectual property in the products in any manner without the specific written consent of Envirocon or its supplier as owner of the intellectual property.
If the products are incorporated into real property, or the services relate to real property, the customer grants Envirocon a mortgage over that property securing all monies owed in relation to the goods and products.
Envirocon is predominantly a building materials supplier. Envirocon provides a full product warranty for the following product classes – ‘Premium’ or ‘Engineered’ grade products. Envirocon will replace, free of charge, any product which suffers a manufacturing defect. The warranty excludes transportation costs to site, or installation costs. The warranty is not transferable for cash.
Where the products have a third party warranty, Envirocon will (to the extent permitted by the third party) allow the customer to benefit that warranty, but will not itself be liable under that warranty.
As part of the quoting process Envirocon may supply generic designs for structures and use its experience and best endeavours to provide ensure these are suitable for the environment the structure is being used in in accordance with the information supplied by the customer. These best endeavours are strictly limited to the above ground structure (commonly the blocks any any vertical reinforcing requirements). Under no circumstances will Envirocon provide any warranty as to the suitability or structural integrity of the foundation or sub-base. It is ultimately the customer’s responsibility to seek independent engineering designs and calculations on foundation requirements.
Envirocon does will not provide any warranty for the installation of the structure, even where training and demonstration services have been provided.
INDEMNITIES AND LIMITATIONS
If Envirocon has reasonable cause to believe that the customer has breached these terms, has committed or will commit an act of bankruptcy, has had or is about to have a receiver or liquidator appointed, or is insolvent, Envirocon may (without prejudice to its other rights) withhold supplies of further products or services to the customer (whether under these terms or any other agreement or arrangement) without notice, demand any form of security for the customer and to secure the customer’s obligations under these terms, and/or recover and/or resell any of the products and enter into any premises where it believes the products are located, and the customer grants Envirocon the irrevocable right and authority to do so. Envirocon may recover and resell only sufficient products to satisfy all unpaid liabilities.
Any liability of Envirocon for the failure of a product or service shall be limited to the cost of supply of replacement product, excluding transportation, and in no event shall Envirocon be liable for consequential losses arising out of an Envirocon product or service.
Envirocon may provide structure layout plans and indicative designs from time to time. Envirocon does not warrant these form a structurally appropriate design for any specific use. It is the customers responsibility to engage an independent engineer to undertake any structural designs or calculations.