Terms and Conditions

BY PLACING A SALES ORDER, YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT OUR TERMS AND CONDITIONS.

YOUR PARTICULAR ATTENTION IS DRAWN TO CLAUSE 1.5 OF OUR TERMS BELOW.

Our terms

1. These terms

   1. 1.1 These are the terms and conditions on which we supply our Products to the Customer (the ‘Terms and Conditions’).
   2. 1.2 You, the Customer, should read these terms carefully before you submit the order to us.
   3. 1.3 These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
   4. 1.4 You may be entitled to a trade account with us. We may request evidence, to our satisfaction, that you are not a Consumer Customer and that you are a trading, solvent business including, without limitation, your VAT number and business invoices and such other information as requested on our Trade Account Application Form. We reserve our rights entirely to refuse to accept any Trade Account Application that we deem, in our sole and absolute discretion to not meet our criteria or where we have any reason to doubt your solvency or status as a Business Customer. We also reserve our rights entirely to cancel or revoke your Trade Account at any time and without notice to you.
   5. 1.5 By placing an order, you warrant that you are not a Consumer Customer and that the Products are not intended to be used for your personal or domestic purposes but in connection with your trade, business, craft, or profession. Accordingly, you acknowledge, agree and accept that the Consumer Rights Act 2015 shall not apply to you.

1. Information about us and how to contact us

   1. 2.1 We are Enviropack Limited a company registered in England and Wales. Our company registration number is 06340579 and our registered office is at First Floor, Centennial Park, Centennial Avenue, Elstree, Hertfordshire, England, WD6 3FG. Our registered VAT number is: GB932129735.
   2. 2.2 You can contact us by telephoning our customer service team at: 020 8428 9184 or by writing to us at: [email protected] and by post at: Unit 503 First Floor, Centennial Park, Centennial Avenue, Elstree, Hertfordshire, England, WD6 3FG.
   3. 2.3 If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in the Order. You are responsible for providing us with the correct details.
   4. 2.4 When we use the words "writing" or "written" in these terms, this includes emails.
   5. 2.5 Our website: https://ubereats.enviropack.org.uk/.

1. Commencement and Duration

   1. 3.1 Please follow the onscreen prompts on our website to place a Sales Order. Each order is an offer by you to buy Products subject to these Terms and Conditions (a ‘Sales Order’).
   2. 3.2 The Sales Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order and any specifications submitted by you are complete and accurate.
   3. 3.3 The Sales Order shall only be deemed to be accepted:
      1. (a) in the case of payment made by credit card or debit card via our website, when we email the Customer to confirm that payment has been approved and processed; or
      2. (b) in the case where an invoice is raised with you, upon full payment of our invoice in accordance with our invoice terms,
         at which point a binding contract will come into existence between you and us on the terms set out in this agreement (the ‘Contract’).
   4. 3.4 We reserve our rights to cancel any Sales Order at any time without further reason to you.
   5. 3.5 If we are unable to accept the Order, we shall inform you of this in writing and shall not charge you for the Product(s).
   6. 3.6 We shall assign a Sales Order number to you and tell you what it is when we accept your Order. You must quote your Sales Order number to us in all correspondence.
   7. 3.7 We reserve our rights entirely to refuse to accept any Orders at any time and without further notice or reasoning to you.
   8. 3.8 We ship orders internationally. However, our website is solely for the promotion of our Products in the United Kingdom (UK). We make no warranty, guarantee or representation that our Products comply with any other rule, regulation, law, custom or recommendation other than under English Law.
   9. 3.9 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
   10. 3.10 Unless otherwise agreed, you shall remain fully liable and responsible for any cost of collection and the carriage and transportation of the Products.
   11. 3.11 Where the goods are to be sent by us to you by a route including sea transport, we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
   12. 3.12 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
   13. 3.13 By placing an Order, you confirm that the Products comply with all local rule, regulation, law, custom or recommendation.

1. Our Products

   1. 4.1 The images of the Products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your Product may vary slightly from those images.
   2. 4.2 The packaging of the Product may vary from that shown in images on our website.
   3. 4.3 Drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation, have been provided by us in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the goods, shall not be taken to be representations made by us, and are not warranted to be accurate.
   4. 4.4 All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like (‘Enviropack Information’) are the property of Enviropack Limited. You warrant that you will not use, copy, reproduce, modify, sell or distribute any of the Enviropack Information for your own personal and/or business purposes including, without limitation, on any website. Except as specifically agreed with us in writing, you further warrant that you shall not resell, advertise, promote or otherwise distribute the Products on any other website or platform (whether online or offline).
   5. 4.5 We reserve the right to amend the specification for any Sales Order if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event.

1. Changes requested by you to Sales Order

   1. If you wish to make a change to the product you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

1. Our Rights to make Changes

   1. 6.1 We reserve our rights entirely to amend or vary the design or style our Products at any time and/or to change the type of Products that we make available for sale. We shall use our reasonable endeavours to ensure that this does not affect Orders already placed with us.
   2. 6.2 We may change the product:
      1. (a) to reflect changes in relevant laws and regulatory requirements; and
      2. (b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the product.
   3. 6.3 In addition, we may make changes to these terms or the Product.

1. Delivery

   1. 7.1 Except as stated otherwise on our website, for UK Mainland deliveries (England, Scotland, Wales and Northern Ireland excluding all and any islands) (the ‘UK Mainland’), we may offer free delivery services on Sales Orders over £99 excluding VAT. Deliveries of Sales Orders less than £99 + VAT to UK Mainland shall be charged at £6.99 per Sales Order. For any deliveries outside the UK Mainland, you will automatically be charged £6.99 at checkout, however,, we will contact you by telephone or email to confirm any additional delivery costs. We reserve our rights entirely to change or vary the costs of delivery from time to time except that this will not affect Orders already placed with us.
   2. 7.2 All deliveries will be left by our couriers outside your delivery address notified to us in your Order. Our couriers shall not be obliged to enter your premises due to safety reasons or otherwise deliver the Products to any other location than that specified by you in your Order.
   3. 7.3 We may, at our sole and absolute discretion, offer an expedited delivery services if requested by you. Our acceptance of any request for any expedited delivery service is at our sole and absolute discretion. The cost of such expedited delivery service shall be as notified to you from time to time.
   4. 7.4 For international deliveries outside the UK and any deliveries which are excluded from UK Mainland deliveries, our sales agents will contact you by telephone or email to confirm delivery costs and to provide you with an estimated delivery date.
   5. 7.5 Notwithstanding and subject to clause 7.4, if the goods are ordered before 12pm noon on a Business Day, we shall use our reasonable endeavours to deliver within three (3) business working days (excluding any bank holidays in the United Kingdom)..
   6. 7.6 All delivery dates provided to you are estimates only and time for delivery shall not be of the essence.
   7. 7.7 We may need certain information from you so that we can supply the Products to you, for example, the delivery address and location. This will be requested during the Order process on our website. If you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it.
   8. 7.8 Delivery shall take place either:
      1. (a) At our premises (if you are collecting or arranging a carrier);
      2. (b) At your premises or if we are arranging a carriage to a deputed messenger or carrier when posted; or
      3. (c) Outside your premises as our couriers/hauliers are not obliged to enter your premises for safety reasons.
   9. 7.9 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
   10. 7.10 If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.. Should you cancel the contract, you shall have no further claim against us under that contract.
   11. 7.11 Should you accept delivery of the goods after the estimated delivery time, it shall be on the basis that you have no claim against us for any delay (including direct, consequential loss or increase in the price of goods).
   12. 7.12 Provided we have expressly agreed in writing in advance, for bulk and pallet orders of Products, you may be entitled to collect the Products from our Premises. Such Products may be collected from our premises during our working hours of 9.30am to 4pm on Monday to Friday (excluding public holidays). If you collect the Products, you shall be responsible for ensuring that you or your courier has a suitable letter of authority and/or proof of ID evidencing your authority to collect the Products. We shall have no liability whatsoever for checking the validity of any proof of authority or ID. You shall remain fully liable and responsible for any cost of collection and the carriage and transportation of the Products.
   13. 7.13 For safety reasons, delivery shall be at the address specified in your Order and our couriers shall not enter your premises. If no one is available at your delivery address to take delivery, our couriers may leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
   14. 7.14 If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs, as notified to you by us from time to time. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract.
   15. 7.15 The Products shall be your responsibility from the time of delivery to the address you gave us or you or a carrier organised by you collect it from us.
   16. 7.16 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within three days of delivery. You must give us (and any carrier) a fair chance to inspect the damaged goods.
   17. 7.17 We shall accept no liability for damage or shortage in delivery unless the carriers’ delivery sheet is endorsed “cartons damaged/open and /unchecked”.
   18. 7.18 We may decline to deliver if:
       1. (a) We believe it would be unsafe, unlawful, or unreasonably difficult to so; or
       2. (b) The delivery location (or access to them) are unsuitable for our vehicle.
   19. 7.19 If your Order contains bespoke, customised, tailored or personalised Products, we may deliver an overproduction of up to a maximum of an additional 20% of the total Products Ordered in which case you will be charged for the overdelivered Products. Alternatively, we may deliver an underproduction of the Product by up to a maximum of 20% of the total Products Ordered in which case we will refund you the price for any Products not delivered. We shall not be liable for any overdelivered or underdelivered Products. You shall remain liable for the cost of all overdelivered Products which shall be payable in accordance with the terms of our invoice.

1. Title and Risk

   1. 8.1 Until you pay all monies you may owe us:
      1. (a) All goods supplied by us remain our property;
      2. (b) If you have already collected the Order or the Order has already been delivered to you, you must store them, so they are clearly identifiable as our property; and
      3. (c) You must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us.
   2. 8.2 Without prejudice to any other remedy we may be entitled to at law, you agree and accept that we shall have a vendor’s equitable lien on any Products that have been supplied but not paid by you in accordance with the terms of our invoice.
   3. 8.3 Notwithstanding clause 8.2, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date. You shall be liable to reimburse us for all costs, expenses, fees and charges (including, without limitation, any legal fees) incurred by us in order to recovery any monies owed to us.

1. Specification

   1. 9.1 If we prepare the goods in accordance with your specification or instructions:
      1. (a) You must ensure that the specification or instructions are complete, true and accurate;
      2. (b) You must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
      3. (c) You must ensure that your specifications or instructions will not result in the infringement of any intellectual property rights of a third-party, or in breach or of any applicable law or regulation.
   2. 9.2 We reserve the right to make any changes in the specifications of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.
   3. 9.3 We also reserve the right to make without notice any minor modifications in our specifications we think necessary or desirable.
   4. 9.4 If you require any changes or amendments to the specification, you must inform us immediately in writing. We may, at our discretion, agree to amending the specification or amendments. If we are unable to comply with your request including, for example, where we have already begun to prepare the Products in accordance with your original instructions then we will notify you of this. You will remain liable to pay us in full for any Products which we are unable to amend to meet your revised specifications.

1. Price and payment

   1. 10.1 The price of the product excludes VAT (unless otherwise stated) and will be the price indicated on the order pages when you placed your order. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
   2. 10.2 Notwithstanding clause 10.1, VAT shall be payable on all orders (including orders exported outside of the United Kingdom) except where you provide us with clear and sufficient documents, to our satisfaction, evidencing and proving that the goods are being exported out of the United Kingdom.
   3. 10.3 The rates of tax and duties on the goods shall be those applying at the time of delivery.
   4. 10.4 You must pay for any goods before the goods are dispatched. Your credit or debit card will not be charged until we dispatch the goods to you.
   5. 10.5 You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
   6. 10.6 You are to pay us in cleared funds on or prior to delivery unless you have an approved credit account.
   7. 10.7 If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing. Any credit account shall be strictly subject to your compliance with these Terms and Conditions and any other terms notified to you by us in writing from time to time.
   8. 10.8 If you fail to pay us in full on the due date:
      1. (a) We may suspend or cancel future deliveries; and
      2. (b) We may cancel any discounted offer to you.
   9. 10.9 If you do not make payment to us by the due date:
      1. (a) you must pay us interest at the rate of 10% per annum as set under section 6 of the Late Payment of Commercial Debts (Interest) Act 1998. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. We may claim fixed sum compensation from you under Section 5A of that Act to cover our credit control overhead costs;
      2. (b) you are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms; and
      3. (c) if you have an approved credit account with us, we may withdraw it or reduce your credit limit or bring forward your due date for payment.

1. Warranty

   1. 11.1 We warrant that on delivery, any products which are goods shall:
      1. (a) conform in all material respects with their description; and
      2. (b) be free from material defects in design, material and workmanship;
   2. 11.2 Subject to clause 11.5, if:
      1. (a) you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 11.3;
      2. (b) we are given a reasonable opportunity of examining such product; and
      3. (c) you return such product to us at our cost,
      4. (d) we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
   3. 11.3 We will not be liable for a product's failure to comply with the warranty in clause 11.3 if:
      1. (a) you make any further use of such product after giving a notice in accordance with clause 11.5(a);
      2. (b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
      3. (c) the defect arises as a result of us following any drawing, design or specification supplied by the Customer;
      4. (d) you alter or repair the product without our written consent; or
      5. (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
   4. 11.4 Except as provided in this clause 11.2 to 11.7 (inclusive), we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 11.3.
   5. 11.5 These terms shall apply to any repaired or replacement products supplied by us under clause 11.4.
   6. 11.6 If you are entitled to a refund under clause 11.2(d), we will refund you the price you paid for the products, by the method you used for payment. We will make any refunds due to you as soon as possible.
   7. 11.7 Any refund will be reduced by a returns fee of £5 per box returned to cover the costs of your return (or such other cost as notified to you at the time of any requested return) and a charge of 20% to cover our restocking and storage costs for the returned Products.

1. Termination

   1. 12.1 Except in the event of a warranty claim, you shall not be entitled to cancel a Sales Order at any time once it has been placed and shall not be entitled to a refund.
   2. 12.2 Without affecting any other right or remedy available to us, we may terminate this agreement with immediate effect by giving written notice to you if:
      1. (a) you are not a Business Customer;
      2. (b) you commit a material breach of a term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified to do so;
      3. (c) you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms and Conditions;
      4. (d) you suspend, or threatens to suspend, payment of its debts or is unable to pay your debts as they fall due or admit your inability to pay your debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
      5. (e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
      6. (f) a petition is filed, a notice is given, a resolution is passed, or a Sales Order is made, for or in connection with the winding up;
      7. (g) an application is made to court, or a Sales Order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over you (being a company, partnership or limited liability partnership);
      8. (h) you suspend or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
      9. (i) you fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment.

1. LIMITATION OF LIABILTY

   1. 13.1 Nothing in these terms shall limit or exclude our liability for:
      1. (a) death or personal injury caused by our negligence, or the negligence of our employees, agents, or subcontractors (as applicable);
      2. (b) fraud or fraudulent misrepresentation;or
      3. (c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
   2. 13.2 Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
   3. 13.3 Subject to clause 13.1:
      1. (a) we shall not be liable to you, 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 any contract between us; and
      2. (b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the sums actually paid by you as at the date of any such claim under the terms of this agreement.

1. General

   1. 14.1 Assignment
      1. (a) We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
      2. (b) You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
   2. 14.2 Third Party Rights
      

      This contract is between you and us. No other person shall have any rights to enforce any of its terms.

   3. 14.3 Severance
      

      If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

   4. 14.4 Non-Waiver
      Even if we delay in enforcing this 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 if we delay in taking steps against you in respect of your breaking this 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. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

   5. 14.5 Variation
      

      No variation of this agreement shall be effective unless it is in writing and signed by the parties (or, in the case of a Business Customer, their authorised representatives).

   6. 14.6 No Agency
      

      Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

   7. 14.7 Events outside of our control
      1. (a) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
      2. (b) If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: (i) we will contact you as soon as reasonably possible to notify you; and (ii) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
      3. (c) You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 2 months. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Products you have not already received and we will refund the price you have paid, including any delivery charges.
   8. 14.8 How we may use your Information (Data Protection)
      

      We will only use your personal information as set out in our Privacy Policy which is accessible via the following weblink: https://www.enviropack.org.uk/privacy-policy.

   9. 14.9 Severance
      If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

   10. 14.10 Jurisdiction and Governing Law
       Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.