Terms & Conditions
TERMS & CONDITIONS OF SALE
All orders accepted by Ecotaste are subject to the Terms and Conditions of Sale set out below:
1. General
1.1 All orders for products and services on the Eco website at www.ecotaste.co.uk (the “Eco website”) accepted by Ecotaste Limited (“Eco”) are subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by Eco unless agreed in writing by an authorised signatory of Eco or expressly stated otherwise in these terms and conditions of sale.
1.2 All descriptions of the products and services contained on the Eco website or otherwise communicated to any purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between Eco and the Customer. Eco shall not be liable to the Customer for any errors or omissions on the Eco website, the Eco catalogue or other product advertisement. The advertising of products and services on the Eco website is not an offer capable of acceptance; it merely constitutes an invitation by Eco for the Customer to make an offer to purchase products and services. Eco' acceptance of the Customer's order will take place when Eco confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between Eco and the Customer.
1.3 These terms and conditions of sale do not apply to export transactions, to which separate terms and conditions of sale apply.
1.4 Eco is a business-to-business supplier. The Eco website is intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
1.5 The Customer’s particular attention is required for clause 10, which sets out certain limitations of Eco’ liability.
2. Prices
2.1 The prices of the products and services are as set out on the Eco website. Eco reserves the right to change prices without prior notice at any time. Up-to-date information can be found on the Eco website. In the event of any conflict between prices for any products listed on the Eco website and prices listed in a physical catalogue or in advertising material, prices listed on the Eco website shall prevail.
2.2 The price of an ordered product or service will be as set out on the Eco website at the time of order acceptance by Eco, except for products or services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by Eco after the date of order acceptance by written notice to the Customer.
2.3 All prices exclude VAT, which Eco will add at the rate applicable at the date of order acceptance.
3. Ordering
3.1 Eco reserves the right to decline to trade with any company or person. Eco may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Eco. Further, Eco may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Eco. If Eco rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.
3.2 Eco executes orders to the Customer's requirements, but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when Eco next has available stock or be cancelled and refunded to the Customer.
4. Delivery
4.1 Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with clause 3 (Ordering), Eco will deliver the products specified in the Customer's order. Eco may use third party delivery agents to deliver products to Customers.
4.2 The Customer's delivery options, and the prices for them, are as set out on the Eco website at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices in any printed hard copy catalogue are subject to change and up-to-date information can be found on the Eco website. In the event of any conflict between delivery options and delivery prices for any products listed on the Eco website and in a hard copy catalogue, the delivery options and delivery prices listed on the Eco website shall prevail.
4.3 Delivery prices apply per order, Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing. If a signature is required to evidence delivery, Eco shall be entitled to assume and rely on any signature provided from the customer’s business address.
4.4 Eco will aim to deliver products in accordance with the times and dates for delivery quoted on the Eco website (usually 2 working days for orders placed before 2 pm on a week day) or by Eco' employees (the 'Quoted Delivery Times'), but Quoted Delivery Times are approximate only and Eco shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.
4.5 If a delivery has not been made by the Quoted Delivery Time, for reasons attributed to the Customer, Eco shall attempt three redelivery attempts and thereafter the product shall be available for collection at a place and for a duration notified to the Customer.
5. Inspection, Delivery Delays and Non-Delivery
5.1 The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 7 days of the date of delivery or collection or, in the case of sub-clause iv below, the Quoted Delivery Time or any updated estimated date for delivery, give notice to Eco in detail of:
i Any defect in the product that is apparent on reasonable examination. In this case Eco shall, at Eco's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
ii Any shortfall in products delivered. In this case Eco shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
iii Any delivery of products not in accordance with the order. In this case Eco shall, at Eco's discretion, replace the products or refund the purchase price; or
iv Any non-delivery of the products (in which case the time limit is within 7 days of the estimated despatch date). In this case Eco shall deliver the undelivered products or refund the price of the undelivered products.
5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from defects, and the Customer shall be deemed to have accepted the products accordingly. Eco' record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
5.3 The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. Eco shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
5.4 For the purposes of this Clause 5 and Clause 4.5, delivery shall be deemed to have taken place where the product is made available for collection.
6. Payment
6.1 If Eco has not granted credit to the Customer, payment terms are payment on order. All orders are paid through the website and prior to dispatch, no cash.
6.2 Credit terms (subject to satisfactory references and at Eco's absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, Eco will issue that Customer with an invoice. Such invoice will be sent by email in PDF format, unless otherwise agreed between Eco and the Customer. The Customer shall pay the price of the product or service by the 20th day of the month following the month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.
6.3 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
i all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
ii Eco may apply a compensation charge as an estimate of administrative and other wasted costs incurred by Eco to the Customer of £40 for outstanding sums up to £500; £70 for outstanding sums between £500 and £1,000 and £100 for outstanding sums of £1,000 or more; and
iii Eco may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 4 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
7. Risk and Ownership
7.1 In the case of products to be delivered to the Customer's property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when Eco has attempted to deliver the products. In the case of products which the Customer orders to be collected from Eco, risk of damage or loss to the products shall pass to the Customer at the time of collection.
7.2 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to Eco has been made in cleared funds. If the Customer is late in paying any sum to Eco, then Eco shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises Eco and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.
7.3 Demand for or recovery of the products by Eco shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or Eco's right to sue for the whole of the price.
8. Product and Availability Information
8.1 Eco reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability. The most up to date information on the availability and design of the products Eco supplies is available on the Eco website.
8.2 Unless otherwise confirmed in writing, nothing on the Eco website or in any Eco catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
9. Warranties and Remedies
9.1 Eco warrants that no product purchased from Eco is materially defective.
9.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, Eco will (at its option) replace or repair the product or refund the purchase price.
9.3 Eco warrants that any service purchased from Eco as referred to in clause 13 (Services) will be provided using reasonable care and skill. If any such service falls short of this standard, Eco will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product.
9.4 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any modification made without the consent of Eco.
9.5 The remedies set out in this clause 9 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.
9.6 The availability of the remedies set out in this clause 9 is subject to:
i a claim being made in writing to Eco, prior to the return of any defective product, and within 28 days of the original date of despatch or date of service, or such other periods as may be indicated by Eco for specific products or services from time to time in writing; and
ii the Customer returning or disposing of the relevant products, or making them available for collection by Eco, in accordance with Eco's instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from Eco and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.
9.7 Where the Customer returns defective products otherwise than in accordance with these provisions, Eco may refuse such products and return them to the Customer at the cost of the Customer.
9.8 Any products which are replaced by Eco shall become the property of Eco. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
9.9 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.
9.10 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).
9.11 Except as required by law, Eco will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Eco by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
10. Liability
10.1 Eco shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.
10.2 Eco shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:
(i) any express or implied terms of the contract between Eco and the Customer, or of any order accepted by Eco;
(ii) any duty of any kind imposed on Eco by law arising out of or in relation to the contract between Eco and the Customer or order;
(iii) any defect in the products or services;
(iv) intellectual property rights infringement; or
(v) any other loss whatsoever arising out of these terms and conditions of sale.
10.3 If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Limitations of Use) and 11 (Liability), any liability attaches to Eco, Eco's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of
(i) any express or implied terms of the contract between Eco and the Customer, or of any order accepted by Eco;
(ii) any duty of any kind imposed on Eco by law arising out of or in relation to the contract between Eco and the Customer or the order;
(iii) any defect in the products or services; (iv) intellectual property rights infringement; or
(v) any other loss whatsoever arising out of these terms and conditions of sale shall be limited in the aggregate to £500 or the total value of the order, whichever is greater.
10.4 Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of Eco for death or personal injury caused by the negligence of Eco or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.
11. No fault Cancellations and Returns
11.1 Eco may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to Eco recovering from the Customer the costs incurred by Eco, and subject to the processing charge provided for in this clause 11.
11.2 In the event of cancellation of part of any order only, Eco may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
11.3 For Customers other than Consumers, a processing charge will apply in respect of all products returned other than due to defects covered by the warranty at clause 9.
11.4 For Consumers wishing to return a product, no processing charge will be applied if the correct procedure is followed as set out in this clause 11.
11.5 Customers may only return products to Eco, and receive a credit or refund and on the following conditions:
i The Customer should contact Eco to obtain a returns number (to be quoted on all relevant paperwork).
ii Return must be made within 10 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
iii Products must be returned to Eco in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;
iv The Customer must follow any specific instructions which appear on the Eco website (including those available in the Product Returns section) or with any product regarding its return to Eco; and
v Products must be returned to Eco adequately packed and clearly labelled to: CUSTOMER RETURNS DEPARTMENT, Enabled Works, Hawthorne Court, Howley Park Road, Morley, LS27 0BP.
vi The Customer must quote the invoice details or the Eco reference number on the Eco Customer Returns Form from the original despatch note, otherwise any credit given for the returned products will be based upon the lowest sales price.
11.6 Where the Customer returns products to Eco not in accordance with clause 11.5 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) Eco may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing the products.
11.7 This no fault returns policy excludes any product where the packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together or any part of the product has been used. 11.8 Eco accepts no responsibility for any loss of or damage to products in transit from Customer to Eco or for any items received by Eco with them.
12. Force Majeure A force majeure event is any event beyond the reasonable control of Eco (including but not limited to strikes, traffic congestion, the downtime of any external line, or Eco's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Eco is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Eco shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, Eco may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
13. Intellectual Property Right
13.1 The Customer acknowledges that Eco and its licensors own the intellectual property rights in the Eco website, the Eco catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without Eco's prior written consent is prohibited.
13.2 Eco does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
14. Anti-Bribery
14.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
i not (directly or indirectly) induce any employee, agent or subcontractor of Eco to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
ii not do or omit to do any act that will cause or lead Eco to be in breach of any of the Relevant Requirements; and
iii promptly report to Eco any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.
14.2 The Customer is informed that:
i Eco employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with Eco or seeks to do so;
ii Eco employees are not permitted to solicit gifts or other favours from any company or individual that does business with Eco, or seeks to do so; and
iii entertainment of Eco employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that Eco's employees, agents or contractors, can reciprocate.
14.3 Financial restrictions on gifts and entertainment are contained in Eco's Anti-Bribery Policy and further details are available on request.
14.4 Any breach of this clause 14 shall be a material breach of these terms and conditions which is incapable of remedy.
15. Law and Jurisdiction
15.1 The contract between Eco and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the English courts, but Eco may enforce the contract in any court of competent jurisdiction.
15.2 If any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties' express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.
15.3 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
Registered office: Ecotaste Limited, 138 Kent Road, LEEDS, West Yorkshire LS28 9DS Email: [email protected] Registered No. 11130256 VAT Registration No. 287860450.