BUSINESS CONDITIONS OF SALE
1 THESE TERMS
1.1 These are the terms and conditions on which we supply our products and services where you are a business (i.e. you are obtaining products or services from us for use in a trade, business or profession) regardless of how you place your order with us and regardless of whether any products are sold to you or provided on hire or loan.
1.2 These terms are not intended to apply where you are a consumer (i.e. you are obtaining products or services from us for your personal use). For consumers, our consumer conditions of sale will apply which you can access here.
1.3 These terms will apply and will be legally binding on you. Please read these terms carefully before you submit any order to us. Your attention is drawn in particular to clause 11 which sets out important information about how we limit and exclude our liability to you. We also recommend that you print a copy of these terms for future reference.
1.4 These terms apply to the exclusion of any other terms that you may seek to impose or incorporate (including any other terms that you may purport to apply whether through the use of any standard form documents or otherwise) or which otherwise might be implied by trade, custom, practice or course of dealing.
1.5 In these terms: headings are used for convenience only and shall not affect construction or interpretation; references to Clauses are to the Clauses of these terms; words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; any reference to any law, statute, statutory provision, statutory instrument, directive, subordinate legislation, code of practice or guideline shall be construed as a reference to the same as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time; and use of words such as “include”, “including” and “in particular” shall not limit the generality of any preceding or following words which are not intended to be exhaustive.
2 INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 We are Eden Springs UK Limited a company registered established in England and Wales. Our company registration number is 04063744 and our registered office is at The Pinnacle, 170 Midsummer Boulevard, Milton Keynes, United Kingdom, MK9 1FE. Our registered VAT number is GB 232 1604 11.
2.2 You can contact us by telephoning us on 0800 011 4531, emailing us at eden.customerservice@uk.edensprings.com or writing to us at Eden Springs (UK) Ltd, Unit B, 3 Livingstone Boulevard, Hamilton International Technology Park, Blantyre, G72 0BP Scotland. If you need to serve any notice on us under or in connection with any contract then you must do so in writing using this email address or postal address or any other address or email address which we may subsequently notify to you for the service of notices on us.
2.3 If we need to serve any notice on you under or in connection with any contract then we will do so by providing that notice to you in writing at your registered office address (or to any other address which you have included in any published contact details for you) and/or via email to any email address which has been nominated by you as a contact email address for the purposes of that contract or which has previously been used by us to correspond with you.
3 OUR CONTRACT WITH YOU
3.1 Any order placed by you is an offer to purchase or hire or loan (as applicable) the products and/or services in question from us in accordance with these terms. You shall ensure that the terms of any order submitted by you are complete, accurate and not misleading.
3.2 We are under no obligation to accept any orders which you may submit. We are entitled to decline any order or cancel prior to delivery or performance any order which we have accepted without liability (other than to refund to you any payment in advance which we may have taken) or the need to give notice or reason.
3.3 Our acceptance of any order will only take place if and when we confirm our acceptance to you in writing (which may be done via email) or, if earlier, the time at which we make the products available for collection or first attempt delivery to you (as applicable) or in the case of services, when we first attempt to commence performance of the services.
3.4 Our obligation to deliver products or perform services is strictly limited to as described in the applicable order and these terms and we are not obliged to provide any other products or services which are not provided for in the applicable order or these terms. However, should we agree (at our discretion) to do so then additional charges will apply as detailed in Clause 10.4.
3.5 Once an order has been accepted by us it cannot be cancelled by you other than pursuant to Clauses 8.2 and 8.4 and must be paid for in full in accordance with these terms.
3.6 We generally only sell and deliver to mainland UK. Our website is solely for the promotion of our products and services in the UK. Unfortunately, we generally do not deliver to addresses outside the mainland UK. If you would like to order any products or services from us for delivery or performance outside of mainland UK, please call or email our customer services team using the details in Clause 2.2 and we can discuss whether we can do so (at our sole discretion) and, if so, any additional charges that will apply. It will be a condition of us accepting any order for delivery or performance outside of the UK that:
(a) you accept that is at your own risk and that you are responsible for ensuring those products or services comply with all local laws;
(b) you are classified as the importer and it is your responsibility to clear those products for export from the UK and import into the relevant territory and to check the products being imported comply with any applicable import laws and that there are no local restrictions which may affect your order;
(c) if deliveries are subject to any import duties, taxes and fees applied by customs authorities, then you will be solely responsible for those; and
(d) you will pay for those products and services in accordance with these terms notwithstanding any delay in delivery or performance which may result from any export/import formalities.
4 OUR PRODUCTS AND SERVICES
4.1 We warrant that any products supplied by us shall:
(a) correspond in all material respects with any specification provided by us; and
(b) be free from material defects in design, material and workmanship and fit for any purpose held out by us in either case, on delivery and thereafter (subject to products being stored in appropriate conditions) until the expiry/best before date stated on the packaging of the products or if earlier, the expiry of the 12 month period (or any shorter warranty period specified by us for the product in question) following the date on which we make the products available for collection or first attempt delivery to you (as applicable).
4.2 We warrant that any services performed by us will be performed using reasonable skill and care.
4.3 Any samples, drawings, measurements, descriptions, advertising, photographs, catalogues, websites or similar which may be provided by us concerning any products or services are produced and provided solely for the purpose of giving an approximate idea of the products or services described and any such information shall not form part of any contract between us nor have any contractual force.
4.4 We may vary products (including any product packaging) and services prior to delivery if required to comply with any applicable statutory or regulatory requirement or for any other reason provided that in the latter case, the variation in question does not result in any material adverse impact on you in comparison to our specification in existence at the time your order was accepted.
4.5 These terms together with the terms of each order accepted by us represents the entire agreement between us relating to the supply of the products and/or services in question and you acknowledges that you will not rely on and have not relied on any statement, promise or representation made by or on the behalf of the us which is not set out in writing in the applicable order or these terms.
5 PROVIDING THE PRODUCTS AND SERVICES
5.1 Delivery and any other supplemental costs. All prices are quoted by us on an ex-works basis and are exclusive of delivery costs. If you place your order on our website, the costs of delivery and any other supplemental costs will be as displayed. If you place your order over the phone, the costs of delivery and any other supplemental costs will be explained before you place your order.
5.2 Where we have:
(a) agreed to make delivery to you, we shall endeavour to deliver the products to the delivery address agreed with you on the estimated delivery date specified by us although time of delivery shall not be of the essence;
(b) not agreed to make delivery to you then you shall collect the products from the location advised by us during our usual working hours within 3 days of the date on which we advise you that those products are ready for collection (and time for collection shall be of the essence) and such collection shall constitute “delivery” for the purposes of these terms; and
(c) agreed to perform any services for you, we shall perform those at the location agreed with you and shall endeavour to perform those services on any estimated dates specified by us although time of performance shall not be of the essence.
5.3 If you fail to:
(a) accept delivery of any products when we first attempt to make delivery of those; or
(b) collect any products within the time period required under Clause 5.2(b),
then in either case risk of loss or damage occurring to the relevant products shall be deemed to pass to you at the time we first attempted to make delivery or upon the expiry of the time period specified in Clause 5.2(b) (as applicable) and you shall reimburse us in full on demand for all costs and expenses reasonably incurred by us in storing those products and attempting re-delivery.
5.4 We may deliver products in instalments. Any such instalment shall constitute a separate contract and any delay in delivery or defect in one instalment shall not entitle you to cancel any other instalment.
5.5 Reasons we may suspend the supply of products to you. We may suspend or delay the delivery of any products or services to you:
(a) to deal with technical problems or make technical changes;
(b) to ensure the safety of our customers or our employees where we have reason to believe that supplying any product or service to you may put you, either of our employees or any third party’s safety at risk;
(c) where we deems that any location is unsuitable for delivery or performance; or
(d) to update products or services to reflect changes in relevant laws and regulatory requirements.
6 RISK AND TITLE
6.1 Risk of loss or damage occurring to products (whether sold by us or provided on hire or loan) shall pass from us to you upon completion of delivery or as otherwise provided for under Clause 5.2(b) save that in the case of any products provided to you on hire or loan, fair wear and tear of those products shall be excepted.
6.2 Ownership of any products shall not pass from us to you to you unless and until you have paid to us in full in cleared funds the price of the products in question and any other payment which is due to be paid by you to us under any other contracts from time to time in force save that where any products are provided on hire or loan, ownership of those products shall not pass from us to you under any circumstances and those products shall always remain our property.
6.3 Unless and until title to any products has passed to you, you shall:
(a) not, whether by act or omission, do anything which is inconsistent or contradictory with the ownership by us of those products (including, attempting or purporting to sell, mortgage, charge or otherwise encumber those products or allowing them to become subject to any charge or lien);
(b) hold those products on a fiduciary basis as our bailee;
(c) store those products separately from any other items held by you and so that they remain readily identifiable as our property;
(d) in the case of products provided to you on hire or loan, make clear in any asset registers maintained by you that those products are owned by a third party and are not your property;
(e) where those products have been provided to you on hire or loan, not remove those products from the location we have agreed with you;
(f) not remove, deface or obscure any markings which identifies those products as our property; and
(g) maintain those products in a safe and satisfactory condition and keep them insured against all usual risks for their full price, but you may resell on an arm’s length basis or use any products in the ordinary course of your business.
6.4 Your right of possession of any products in respect of which title has not passed to you shall immediately end in the event that you suffer any financial distress event as detailed in Clause 8.3 and you shall notify the us immediately should you suffer any such event and shall also inform any receiver, manager, administrative receiver or similar who may be appointed with respect to any of your assets that those products belong to us and are not assets belonging to you.
6.5 You shall allow us or our authorised representatives on request access any premises where any products in respect of which title has not passed to you may be stored (or in the case of any premises not under your control, shall procure that such access is granted) for the purposes of inspecting those products and verifying the compliance by you with your obligations these terms and/or where your right of possession of those products has ended, for the purposes of recovering those products.
6.6 Where any products are supplied in returnable bottles or packaging then you shall make that packaging available for collection by us on request.
7 MAINTENANCE OF PRODUCTS
7.1 Unless and to the extent we are to provide any maintenance or sanitization services under any order, you are solely responsible for ensuring that all products are stored, used only for the purposes for which they are intended, maintained and regularly sanitized as a minimum in accordance with our or any manufacturer recommendations.
7.2 In respect of water coolers, you shall not attempt to re-use or refill water containers nor to use those water coolers or containers with any other substance (other than as reasonably required to enable you to comply with your obligations under Clause 7.1).
8 TERM, RENEWAL AND ENDING A CONTRACT EARLY
8.1 Once an order has been accepted by us then subject at all times to any earlier termination in accordance with these terms, that contract shall remain in force until fully performed by both of us or, if applicable, for the term as specified in the order and any renewal period as detailed in Clause 8.2.
8.2 Where any order provides for an initial or minimum term then that order shall automatically renew at the end of that initial or minimum term and again at the end of each renewal period in each case by the shorter of the length of the initial or minimum term and twelve months. Either of us may terminate at the end of the initial or minimum term or at the end of any renewal period in either case, by giving not less than three months prior written notice save that if the initial or minimum term is less than three months then the required period of notice shall instead be the length of the initial or minimum term less seven days.
8.3 If you fail to pay when due any amount which is owed to us under any contract from time to time in place between us; should you suffer any form of financial distress event (including insolvency, administration, appointment of any receiver or liquidator) or we reasonably anticipate that you are likely to suffer any such event; or should you breach any contract from time to time in place between us and then fail to remedy that breach within five days of a request by us to do so then in any such case we may suspend without liability or the need to give notice any or all further deliveries of products or performance of services for you under any or all contracts which are in force and/or terminate on notice to you any or all such contracts.
8.4 If we are in material breach of any contract from time to time in place between us and we then fail to remedy that material breach within thirty days of a written request by you to do so then you may terminate on written notice the applicable contract which we remain in material breach of. In the event of such termination our only liability to you will be to refund to you any payment in advance which we may have taken for products or services which have not been delivered in accordance with these terms prior to the date of termination.
8.5 Upon termination or expiry of any contract for whatever reason you will make available for collection by us on request any products which have been provided to you on hire or loan under that contract and risk of loss or damage to those products shall pass back from you to us upon collection. You shall reimburse us on request for the cost of repairing or replacing any such products which you fail to make available for collection by us or which are found to be damaged on collection (fair wear and tear excepted).
8.6 If any contract which provides for any recurring or regular charge to be payable by you is terminated by us pursuant to Clause 8.3 prior to the expiry of any applicable initial, or minimum term or renewal period then upon termination you shall pay to us an early termination charge equivalent to the value of the outstanding recurring or regular charges which would have been payable by you had that contract instead terminated on the final day of such initial or minimum term or renewal period.
8.7 Termination or expiry of any contract shall be without prejudice to any rights or obligations of either of us which have accrued prior to the date of termination or expiry and shall not affect the continuing in or coming into force of any provision of any contract which, whether expressly or by implication, is to continue in or come into force following termination or expiry.
9 IF THERE IS A PROBLEM WITH PRODUCTS OR SERVICES
9.1 You shall:
(a) conduct a thorough visual inspection of any products on collection or delivery (as applicable) or services on completion of performance and shall notify us in writing of any damage or apparent failure of those products or services to comply with these terms which would be reasonably apparent as a result of such inspection within seven days of the date of collection, delivery or completion of performance (as applicable);
(b) where any damage or failure of any products or services would not be reasonably apparent as a result of any inspection as referred to in Clause 9.1(a), you shall notify us in writing of any such damage or failure within seven days of the date on which you first became aware (or ought reasonably to have become aware) of the damage or failure in question; and/or
(c) in the case of any products provided to you on hire or loan, you shall notify us of any damage or failure to those products other than as provided for under Clauses 9.1(a) and (b) within seven days of the date on which you first became aware (or ought reasonably to have become aware) of the damage or failure in question.
9.2 If you notify us of any damage or failure within the time period required under Clause 9.1 which we (acting reasonably) consider to be valid then we shall (at our discretion) as soon as reasonably practicable either repair or replace the products (or the affected part of the products) or reperform the affected services or refund to you the price actually paid by you for the affected products or services save that in the case of any damage or failure as provided for under Clause 9.1(c), this obligation shall only apply where that damage or failure is reasonably attributable to fair wear and tear of the product in question. Any such repaired or replaced products or reperformed services shall be subject to the warranty set out in Clauses 4.1(b) for the balance of the warranty period which applied for the originally provided products or services.
9.3 In the case of any claim under Clause 9.1 you shall on request provide us with access to any premises where any relevant products are located or services were performed for the purposes of inspecting and testing those products or services; and/or promptly return to us at your expense any relevant products.
9.4 We shall have no liability or responsibility to you in respect of any failure of products or services to comply with these terms:
(a) which is not notified by you to us in accordance with Clause 9.1;
(b) if you fail to comply with your obligations under Clause 7;
(c) if you make any further use of, or sell on any products or services after becoming aware of any failure of those to comply with these terms;
(d) which is attributable to any failure by you to follow our oral or written instructions as to the storage, handling and use of amu products and/or services and/or any failure by you to follow good trade practice regarding the same;
(e) if you alter (or permit any third party to alter) the products and/or services without our written consent;
(f) where any failure arises as a result of wilful damage, negligence, or abnormal or incorrect storage or working conditions or represents fair wear and tear other than that which we are obliged to remedy under Clause 9.2; and/or
(g) where any different of products or services from their original specification is as a result of changes made to ensure that those comply with any applicable legal or regulatory requirements.
9.5 You shall on request reimburse us for any reasonable costs and expenses which are incurred by us in investigating any claim made under Clause 9.1 which is subsequently found to be invalid or not our responsibility for any reason.
9.6 Compliance by us with our obligations under this Clause 9 shall represent your sole and exclusive remedy (and our only liability) in respect of any failure of and products or services to comply with these terms.
9.7 The terms implied by sections 13 – 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from any contract between us.
10 PRICE AND PAYMENT
10.1 Where to find the price for products and services. The price will be the price indicated on the order pages of our website or as otherwise notified by us to you over the phone when you place your order (as applicable). We take all reasonable care to ensure that the price advised to you is correct. However, please see Clause 10.5 for details of our right to amend pricing and what happens if we discover an error in the price of any product or service which you order.
10.2 Any quotations which we provide to you are not an offer which is capable of acceptance by you and may be withdrawn or varied by us at any-time. Any quotations not withdrawn by us earlier shall automatically lapse thirty days of the date of issue.
10.3 Unless any pricing is specifically stated to be inclusive of VAT all prices are stated exclusive of VAT which shall be payable by you in addition at the applicable rate from time to time in force.
10.4 In addition to the price and delivery charges for products and services you must also pay for an additional out of scope charges levied by us including for:
(a) any deliveries or performance of services which we agree to make or undertake outside of our normal working hours;
(b) any servicing, maintenance, sanitation or repair of products (other than under Clause 9.2) which we agree to undertake where that does not already form part of the services under an order;
(c) any returnable bottles or other packaging which you fail to make available for collection by us when requested to do so;
(d) any road tolls, congestion charges, emission charges or other similar charges which we may incur when making delivery or attending your premises to perform any services or our obligations under these terms;
(e) any environmental charges or levies which may be imposed in respect of any products or services (including the recycling of any products) from time to time; and/or
(f) the provision of any paper invoices requested by you.
10.5 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products or services we sell may be incorrectly priced. We will normally check prices before accepting your order. If the correct price at your order date is materially higher than the price originally stated to you, we will contact you to give you the option of continuing your purchase at the correct price or cancelling your order before we accept or perform that order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any products provided to you.
10.6 Where any order is for the delivery of products or services on an on-going or regular basis then subject to any restrictions as to the frequency or amount of increase which may be provided for in the applicable order we may increase the price of those products and services at any-time and from time to time on notice to you.
10.7 Unless we have agreed (at our discretion) to grant you credit terms (or should you have exceeded any credit limit set by us from time to time), you shall pay the price of each order to us in full in cleared funds prior to the date of delivery or performance.
10.8 If we have agreed to grant you credit terms then unless otherwise agreed by us in writing, we may invoice you for the price of each order at any-time on or after completion of delivery or performance of services (as applicable) and you shall pay all such invoices to us in full in cleared funds within thirty days of the date of invoice. Invoices will be provided by us solely in electronic form.
10.9 We may (at our discretion) from time to time suspend, vary, make conditional or withdraw any credit terms granted by us to you at any-time on notice.
10.10 Time of payment shall be of the essence.
10.11 If you fail to pay any sum in full when due then we may charge interest on such amount together with the cost of recovery in each case, in accordance with the Late Payment of Commercial Debt (Interest) Act 1998.
10.12 All amounts payable by you to us shall be paid in full in cleared funds without set-off, withholding, deduction or counterclaim.
10.13 All sums payable by you to us under any contract shall become immediately due and payable by you upon any termination of that contract.
10.14 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. If you do not notify us of any concerns within thirty days of receipt of an invoice then you will be deemed to have accepted that the invoice in question has been correctly calculated and is payable by you in accordance with these terms.
11 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
11.1 Neither of us seeks to limit or exclude in any way our liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; in respect of any breach of any condition implied under section 12 of the Sale of Goods Act 1979; and/or for any other matter or liability which cannot be lawfully limited or excluded. Each provision of these terms and of any contract shall be read as subject to this Clause 11.1 and no provision of these terms or of any contract is intended to nor shall be interpreted as seeking to limit or exclude any of the foregoing types of liability.
11.2 We shall not be liable to you on whatever basis for any: loss of business; loss of use; loss of profit; loss of anticipated profit; loss of contracts; loss of revenues; loss or damage to goodwill or brand; loss of anticipated savings; damage to reputation; and/or any consequential, special or indirect loss or damage in any case, regardless of whether or not we were aware or had been made aware (or ought reasonably to have been aware) at the time of accepting the relevant order of the risk that such loss or damage might occur.
11.3 We shall also not be liable to you on whatever basis for any failure or delay in complying with any of our obligations under any contract to the extent that any such failure or delay is reasonably attributable to events or circumstances outside of our reasonable control regardless of whether or not any such event or circumstance was already in existence and/or was reasonably foreseeable at the time we accepted the relevant order.
11.4 Subject to the foregoing provisions of this Clause 11, our maximum liability to you for all claims arising under or in connection with any contract on whatever basis shall be limited in aggregate to price actually paid by you to us under the contract in question.
12 HOW WE MAY USE YOUR PERSONAL INFORMATION
12.1 If we collect any personal information from you then we will only use that personal information as set out in our privacy policy https://www.edensprings.co.uk/privacy-policy
13 OTHER IMPORTANT TERMS
13.1 We are with respect to each other independent contractors and nothing in these terms or any contract and no actions taken any contract shall be deemed to constitute any agency, partnership, association, joint venture or other co-operative enterprise between us.
13.2 We may vary these terms at our discretion from time to time and the version which will apply to each contract shall be the version of these terms in force at the time we accepted your order.
13.3 Save only to the extent as may be specifically provided for otherwise under these terms, no variation or amendment of any contract shall be binding unless made in writing and signed by or on the behalf of each of us.
13.4 We may transfer any or all of our rights and/or obligations under these terms or any contract to a third party. We will tell you in writing if this happens.
13.5 We may sub-contract the performance of any of our obligations to third parties selected by us without the need to give you notice.
13.6 You may only transfer or sub-contract the performance of any of your rights and/or your obligations under these terms or any contract to a third party if we agree to this in advance in writing.
13.7 Nobody else has any rights under any contract. Any contract is between you and us. No other person shall have any rights to enforce any of its terms.
13.8 If a court finds part of these terms or any contract illegal or unenforceable, the rest will continue in force. Each Clause operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Clauses will remain in full force and effect.
13.9 Save to the extent specifically provided for otherwise under these terms, any right or remedy which is available to either of us (whether under these terms or as a matter of general law) is not exclusive and the exercise of any one right or remedy shall not prevent the exercise of any other available right or remedy.
13.10 Even if we delay in enforcing any of these terms or any part of any contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms or any contract, or if we delay in taking steps against you in respect of your breaching any term or contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
13.11 These terms, any contract between us and any dispute or claim arising out of or in connection with these terms or any contract, its subject matter or formation (including any non-contractual disputes or claims) shall be governed by English law and we both agree to the exclusive jurisdiction of the English courts.