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Need for Green Limited – Conditions of Sale

1 Definitions
In these conditions, unless the context requires otherwise:

1.1 ‘Buyer’ means the person who buys or agrees to buy 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 ‘Contract’ means the contract for purchase of Goods under these Conditions.

1.4 ‘Delivery Date’ means the date specified by the Seller when the Goods are to be delivered.

1.5 ‘Goods’ means the items which the Buyer agrees to buy from the Seller.

1.6 ‘Price’ means the price for Goods excluding carriage, packing, insurance and VAT.

1.7 ‘Seller’ means Need for Green Limited, Company Registration: 6445453.

1.8 ‘Sales Order Confirmation’ means the Seller’s written confirmation of an order by the Buyer for the purchase of goods.

 

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, including any terms or conditions which the Buyer may purport to apply under and purchase order, Sales Order Confirmation 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 The placing by the Buyer of an order for the purchase of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

 

3 Sellers’s representations

3.1 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any representations which are not so confirmed.

3.2 Sales literature, prices lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods. An order placed by the buyer may not be withdrawn, cancelled or altered prior to acceptance by the seller and no contact for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Buyer by whichever is the earlier of:-

(a) The Seller’s written acceptance (including Sales Order Confirmation);

(b) Delivery of the Goods; or

(c) The Seller’s invoice.

3.3 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or any other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 

4 Orders and specifications

4.1 No order submitted by the Buyer shall be deemed accepted by the Seller unless confirmed in writing by the Seller’s authorised representatives.

4.2 Cut of time for receipt of orders is 3pm any orders received after this time will deemed to have been placed the following working day.

4.3 The quantity and specification of the Goods shall be those set out in the Seller’s Sales Order Confirmation unless varied expressly in the Buyer’s order and accepted in writing by the Seller.

4.4 The Goods will only be supplied in the minimum units (or multiples) stated in the Seller’s price list or as specified. Orders received for quantities other than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller. The Seller reserves the right to make any changes in the specification of the Goods which are

4.5 Required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

4.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.

4.7 It is the Buyer’s responsibility to check the PDF visual proof. The Seller shall not be liable for any loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Buyer as a result of errors in printed artwork where those errors were evident within the PDF visual proof approved by the Buyer and the artwork was printed in accordance with that approved PDF visual proof.

4.8 Where the Buyer specifies that any printed artwork design etc (or any part thereof) is to match a specified Pantone reference the Buyer is aware that the colour of finished print may appear different from the specified Pantone reference depending upon the nature of the substrate printed upon and the Seller shall not be liable for any loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Buyer in this regard. In all such cases the Buyer should obtain a pre-production sample.

4.9 The Seller uses all reasonable efforts to ensure that the product descriptions on their websites, catalogues and literature are accurate; however the Buyer is advised in all cases to request samples.

 

5 Price and payment

5.1 The price shall be the Seller’s price as listed in the Sales Order Confirmation or such other price as may be agreed in writing between the parties.

5.2 Where the Seller has quoted a price for the Goods, the price shall be valid for the period listed on the quotation.

5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, (which can include [but will not be limited to], any foreign exchange fluctuation, alteration of duties, significant increases in the costs of labour, materials or other costs of manufacture), any change in the Delivery Date, quantity or specification for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate and /or accurate information or instructions.

5.4 The Price is exclusive of any applicable VAT excise, sales or taxes or levies of a similar nature which are imposed or charges by any competent fiscal authority in respect of the Goods which the Buyer shall be additionally liable to pay the Seller.

5.5 Payment of the Price and VAT shall be due in full upon Sales Order Confirmation prior to the processing of the order unless:-

(a) Public Sector and NHS purchase orders are accepted as standard and are payable 30 days from the date of invoice or in accordance with such credit terms as agreed in writing between the parties in respect of contract.

(b) Trade accounts. Credit and special payment terms agreed in writing between the Buyer and the Seller prior to each Sales Order Confirmation.

5.6 If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

(a) Cancel or suspend any further deliveries to the Buyer.

(b) Appropriate any payment made by the Buyer to such of the Goods (or any goods supplies under any other contract between the Seller and Buyer) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).

5.7 Interest on overdue invoices shall accrue from the date when payment becomes due from a day to day until the date of payment at a rate of 4% above the Bank of England Base Rate.

5.8 Receipts will be issued upon request only.

5.9 If at any time the Seller is not satisfied with the credit worthiness of the Buyer it may give notice in writing to the buyer that no further credit will be allowed to the Buyer, no further goods will be delivered to the Buyer and notwithstanding condition 5.5 all amounts payable to the Seller shall be immediately payable.

 

6 Warranties and liability

6.1 The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether expressed or implied by statute or common law or otherwise are excluded to the fullest extent of permitted by law

 

7 Delivery

7.1 Delivery of the Goods will be made to the Buyer’s address as specified on the Sales Order Confirmation or Buyer’s purchase order.

7.2 If the delivery address is outside the United Kingdom the Buyer must first seek confirmation from the Seller that the Goods can be delivered prior to placing an order.

7.3 Collection of the Goods from the Seller’s premises is only available after receiving prior written confirmation from the Seller.

7.4 The Delivery Date is approximate. Every effort will be made by the Seller to deliver the Goods on time; however any delivery date specified is a best estimate and no liability is accepted by the Seller for any loss (including loss of profit), damages, costs, charges or expense.

7.5 All deliveries will be charged at the prevailing rates applying to the date of delivery unless stated in writing between the parties.

7.6 The Goods may be delivered in advance of the delivery date upon the giving of reasonable notice to the Buyer.

7.7 The Buyer shall make all arrangements for the delivery of Goods whenever they are tendered for delivery.

7.8 If the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver one or more instalments shall not entitle the Buyer to treat the Contract as repudiated.

 

8 Acceptance of the Goods

8.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance to the contract.

 

9 Non-delivery

9.1 The Seller shall not be liable for any loss or damage whatever due to the failure by the Seller to deliver the Goods (or any of them).

9.2 Notwithstanding that the Seller may have delayed or failed to deliver the Good (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.

9.3 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instruments, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods. Delivery will have deemed to have taken place and the Buyer shall immediately pay to the Seller the costs and expenses including storage and insurance arising from such failure.

 

10 Inspection.

10.1 They Buyer is under a duty to inspect the Goods on delivery or collection

10.2 Where the Goods have not been examined the carriers not or such other note shall be marked as not examined.

10.3 The Seller will be under no liability for any damages or shortages that would be apparent on reasonable careful inspection of the Goods, and in any event will be under no liability if a written complaint is not delivered to the Seller within 7 days of delivery detailing the alleged damage or shortage.

10.4 In all cases where defects or shortages are complained the Seller shall be under no liability in retrospect thereof unless the Buyer allows the Seller to inspect the Goods as supplied before they are used, altered or modified by the Buyer.

 

11 Title and risk

11.1 Risk shall pass at:

(a) The time when the Seller notifies the Buyer that the Goods are available for collection if the goods are to be delivered to the Sellers premises; or in every other case

(b) The time of delivery or if the Buyer wrongfully fails to take delivery of the goods the time when the Seller has tendered delivery of the Goods.

11.2 Following delivery, the Goods shall remain the sole and absolute property of the Seller until payment of them has been made by the Buyer in full including all monies owed to the Seller from the Buyer regardless of how the indebtedness arose.

11.3 Until payment has been made to the Seller in accordance with these conditions, the Buyer shall retain the Goods separately from other goods and clearly mark them in such was as they can be readily identified as being property of the Seller. Any payment received by the buyer for the Goods must be held in a separate account in trust for the Seller.

11.4 The Buyer will insure the Goods against all reasonable risks.

11.5 The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s property during normal working hours for the purpose of repossessing the Goods in which the Seller retains title and inspecting the goods to ensure compliance with the storage and identification requirements.

 

12 Assignment

12.1 The Seller may assign the Contact to any person, firm or company.

12.2 The Buyer may not assign the Contact without prior written consent of the Seller.

 

13 Limitation of Liability

13.1 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.

13.2 In the event of a breach of this Contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the price of Goods.

 

14 Buyer’s default

14.1 If the buyer

(a) Commits or permits any material breach of his obligations under these conditions;

(b) Enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme for the relief of insolvent debtors;

(c) Convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency of the Buyer;

The Seller will be entitled to cancel or suspend any further deliveries to the Buyer; appropriate and payment made by the Buyer as the Seller thinks fit and charge interest in accordance with condition 5.6. If the buyer is in possession of the Goods this right will terminate and the Seller may enter the Buyers property in accordance with condition 11.5

 

15 Confidentiality

15.1 The Buyers agrees that it will:

(a) Regard as confidential the Contract and all information relating to the Contract and that it will not use or disclose such information to any third party without the Seller’s prior written consent.

(b) Not use or authorise or permit any other person to use any name, trademark, house mark emblem or symbol which the Seller owns or is licensed to use.

(c) Not use all reasonable endeavours to ensure the compliance with this Condition by its employees, servants and agents.

15.2 This condition will remain in force after the Contract is completed

 

16 Waiver

No omission by the Seller by way of indulgence or otherwise failure to enforce the Seller’s rights shall be construed as a waiver of any of the Seller’s rights.

 

17 Severance

If any part of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these conditions shall remain in full force and effect.

 

18 Third party rights

A person who is not party to the contract will have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

19 Proper law of contract

This contract is subject to the law of England and Wales and the parties agree to submit the exclusive jurisdiction of the English Courts.

 

 

 

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Office Hours: Mon-Fri 9.00am to 5.00pm

Phone: 01207 266150

Email: info@needforgreen.co.uk

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