Nviron Shop
Terms and Conditions of Sale
1. Information about the Website
1.1.The website at www.shop.nviron.co.uk (the “Website”) is operated by Nviron Limited, company registration number 02294787 and VAT registration number 483634622 (“Nviron”).
1.2.The Website is only intended for use by businesses established and operating in the United Kingdom. No orders should be placed, or attempted to be placed, on the Website by any individual or by any business which is not established and operating in the United Kingdom.
1.3.Without prejudice to any other provision of these Conditions, Nviron will only accept orders placed on the Website from businesses which have been approved by Nviron (an “Approved Business”).
1.4.If the Customer is not an Approved Business, then (notwithstanding any other provision of these Conditions and without prejudice to any other right or remedy which Nviron may have), Nviron shall:
1.4.1.have no obligation to supply any Goods; and
1.4.2.be entitled (without liability to the Customer) to cancel any order or orders which have been placed and to terminate the Contract with immediate effect.
2. Definitions and Interpretation
2.1.In these Conditions, unless the context otherwise requires, the following terms (whether used in plural or singular form) shall have the following meanings:
“Conditions” means these terms and conditions;
“Contract” means the contract (incorporating these Conditions) between Nviron and the Customer for the supply of the Goods;
“Customer” means the customer placing an order on the Website, as specified in the Order Acknowledgement and Dispatch Confirmation;
“Data Laws” means all applicable laws and regulations relating to the processing and privacy of personal data, including the UK GDPR;
“Delivery Location” means the address to which the Goods are to be delivered, as referred to in clause 8.2;
“Dispatch Confirmation” has the meaning given in clause 3.2;
“Goods” means the goods to be supplied to the Customer by Nviron pursuant to the Contract;
“Nviron” has the meaning given in clause 1.1;
“Order Acknowledgement” has the meaning given in clause 3.1;
“Personal Data” has the meaning given in the Data Laws;
“Privacy Policy” means Nviron’s Privacy Policy from time to time in force as set out at www.nviron.co.uk/privacy-policy;
“UK GDPR” means the General Data Protection Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018, and any applicable laws and regulations which supplement and/or replace such Regulation; and
“Website” has the meaning given in clause 1.1.
2.2.In these Conditions (except if and to the extent that the context otherwise requires):
2.2.1.the words ‘including’ and ‘include’ and words of similar effect shall be deemed have the words “without limitation” following them;
2.2.2.the words ‘other’ and ‘otherwise’ are illustrative and shall not limit the sense of the words preceding them;
2.2.3.references to persons shall include natural persons, firms, companies, associations and corporate or unincorporated bodies (whether or not having separate legal personality);
2.2.4.words importing the singular shall include the plural and vice versa;
2.2.5.references to ‘writing’ or ‘written’ include email;
2.2.6.references to a numbered clause are to a clause of these Conditions so numbered; and
2.2.7.any reference to any legislative provision is a reference to it as it is in force from time to time (taking account of any amendment, extension or re-enactment) and includes any subordinate legislation for the time being in force made under it.
2.3.The headings in these Conditions are for ease of reference only and shall not affect their construction or interpretation.
3. Basis of Contract
3.1.When the Customer places an order on the Website, an email will be sent from Nviron acknowledging that the order has been received (an “Order Acknowledgement”). The issue of an Order Acknowledgement does not mean that the order has been accepted. The Customer’s order constitutes an offer to Nviron to buy goods subject to these Conditions.
3.2.The Customer’s order is subject to acceptance by Nviron, which will be confirmed by sending the Customer an email stating that the Goods have been dispatched (a “Dispatch Confirmation”). No order placed by the Customer shall be deemed to be accepted by Nviron unless and until a Dispatch Confirmation is issued.
3.3.Subject to any valid variation under clause 3.5, the Contract shall be formed subject to these Conditions to the exclusion of all other terms and clauses (including any terms or clauses which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
3.4.No terms or clauses contained or referred to in the Customer's purchase order, confirmation of order, specification or other document issued by the Customer shall form part of the Contract.
3.5.These Conditions apply to all supplies of Goods made by Nviron and any purported variation to these Conditions (including any purported addition to, or any removal of any term of, these Conditions) shall have no effect unless expressly agreed in writing by a director of Nviron.
4. Goods
4.1.The description (and any applicable specification) of the Goods shall be as set out on the Website, except in the case of obvious error. The quantity of the Goods ordered shall be as set out in the Order Acknowledgement. The quantity of the Goods to be supplied shall be as set out in the Dispatch Confirmation.
4.2.Nviron’s obligations to supply Goods under the Contract apply only to those Goods whose dispatch is confirmed in the Dispatch Confirmation. Nviron shall not be obliged to supply any other goods which may have been part of the Customer’s order unless and until confirmed in a separate Dispatch Confirmation.
5. General responsibilities of the Customer
5.1.The Customer shall be solely responsible for choosing the Goods and for ensuring that the Goods are suitable for the Customer’s intended requirements (even if guidance and recommendations are purported to be given by Nviron, whether via the Website or otherwise).
5.2.The Customer is solely responsible for ensuring that there is adequate and safe access at the Delivery Location for delivery of the Goods.
5.3.It is the Customer’s sole responsibility to safely and properly, in accordance with all applicable laws, dispose of:
5.3.1.all packaging and containers which are supplied with the Goods; and
5.3.2.the Goods, at the end of their usable life.
6. Price
6.1.The price for the Goods shall, subject to the following provisions of this clause 6, be the price set out on the Website at the time of the Customer’s order.
6.2.Nviron shall endeavour to ensure that the prices set out on the Website are accurate, but it is possible that some of the items included on the Website may be incorrectly priced. If the correct price of Goods is higher than the price stated on the Website, Nviron shall be entitled (at its discretion) to either contact the Customer for its instructions before dispatching the Goods, or cancel the Customer’s order and notify it of such cancellation. Notwithstanding any other provision of these Conditions, Nviron is under no obligation to supply the Goods to the Customer at the incorrect (lower) price, even after a Dispatch Confirmation has been issued, if the pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mis-pricing.
6.3.Notwithstanding the price for the Goods specified on the Website or set out in the Order Acknowledgement or Dispatch Confirmation, Nviron shall be entitled to increase the price of the Goods by giving notice to the Customer at any time prior to dispatch if Nviron’s supplier increases the cost of the Goods payable by Nviron. The amount of the increase in the price of the Goods shall be proportionate to the increase payable by Nviron.
6.4.Unless otherwise specified on the Website, the price for the Goods excludes delivery to the Delivery Location and all costs or charges in relation to packaging and insurance, which shall be payable by the Customer in addition at the applicable rate specified on the Website.
6.5.Unless otherwise specified on the Website, the price for the Goods is exclusive of any applicable value added tax and any other applicable taxes and duties or similar charges, which shall be payable by the Customer in addition when it is due to pay for the Goods, at the prevailing rate from time to time in force.
7. Payment
7.1.If so stipulated on the Website, the Customer must pay for the Goods (including all applicable delivery and other charges) by credit or debit card via the Website, at the time of placing its order.
7.2.Unless clause 7.1 applies, Nviron shall be entitled to invoice the Customer for the Goods (including all applicable delivery and other charges), including for any increased amount payable for the Goods pursuant to clause 6.3) at any time, including prior to delivery of the Goods. Unless otherwise agreed in writing by Nviron (and subject to clause 7.3), the Customer shall pay each such invoice within 30 days of its date. Time for payment shall be of the essence. Each such invoice shall be payable in full without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.
7.3.Notwithstanding clause 7.2, Nviron may, at its discretion, require payment for the Goods (including all applicable delivery and other charges), in full or in part (including for any increased amount payable for the Goods pursuant to clause 6.3) on any date prior to delivery of the Goods. Where the Customer does not make payment when so requested, Nviron shall be under no obligation to deliver the Goods (and Nviron may terminate the Contract without any liability to the Customer).
7.4.Payment by the Customer shall be deemed not to have been received unless and until Nviron has received cleared funds.
8. Delivery
8.1.Nviron or its carrier may deliver the Goods in separate instalments. In this clause 8, references to delivery of the Goods shall (where applicable) be construed to include any such instalment.
8.2.The address for delivery of the Goods shall be as set out in the Order Acknowledgement and the Dispatch Confirmation.
8.3.Any dates or timescales set out on the Website for delivery of the Goods are an estimate only and time for delivery may not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time following the date of the Dispatch Confirmation. The Goods may be delivered by Nviron in advance of any specified delivery date, without any liability to the Customer.
8.4.The Goods shall be delivered during normal working hours on Nviron’s normal working days.
8.5.Subject to the other provisions of these Conditions, no delay in the delivery of the Goods shall entitle the Customer to terminate or rescind the Contract.
8.6.The Customer shall in any event take delivery of the Goods on the date it is delivered and shall not refuse delivery. If for any reason the Customer fails to accept delivery of any of the Goods, or delivery cannot occur because the Customer has not complied with its applicable obligations under the Contract, then forthwith following notice given by Nviron:
8.6.1.risk in the Goods shall pass to the Customer (including for loss or damage caused by Nviron's negligence);
8.6.2.the Customer shall nevertheless be obliged to pay for such Goods in accordance with these Conditions;
8.6.3.any charge for failed delivery or re-delivery which is levied by Nviron’s carrier shall be payable by the Customer in addition; and
8.6.4.Nviron may store the Goods until actual delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
9. Non-Delivery
9.1.The quantity of any consignment of Goods as recorded by Nviron or its carriers on despatch shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide sufficient evidence proving the contrary.
9.2.Without prejudice to clause 14, any liability of Nviron for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or (at Nviron’s option) issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.
10. Risk in the Goods
10.1.The Goods shall be at the risk of the Customer from the earliest to occur of:
10.1.1.the point at which the Goods are passed to a third-party carrier for delivery; or
10.1.2.delivery of the Goods to the Customer;
10.1.3.service of notice given by Nviron under clause 8.6.
10.2.Without prejudice to clause 7.1, ownership of the Goods shall only pass to the Customer when Nviron receives full payment, of all sums due in respect of the Goods, including delivery and other charges.
10.3.Until ownership of the Goods has passed to the Customer, the Customer shall:
10.3.1.hold the Goods on a fiduciary basis as Nviron's bailee;
10.3.2.store the Goods (at no cost to Nviron) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Nviron's property;
10.3.3.not destroy, deface or obscure any identifying mark on the Goods; and
10.3.4.maintain the Goods in satisfactory condition and keep them insured on Nviron's behalf for their full price against all risks to the reasonable satisfaction of Nviron.
10.4.The Customer shall not (and shall not attempt to) create any mortgage, charge, lien or other security over the Goods. If the Customer does so, or if the Customer becomes bankrupt or insolvent or is in serious financial difficulty, the Customer shall immediately cease to have any right to possession of the Goods.
10.5.Nviron shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Nviron pursuant to clause 10.2.
10.6.The Customer grants Nviron, its agents and representatives an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has ceased, to recover them.
11. Warranty
11.1.Nviron shall, where it is able to do so, transfer to the Customer the benefit of any Goods warranty or guarantee given by the manufacturer or supplier of the Goods (to the extent not provided directly to the Customer by the manufacturer).
11.2.Nviron warrants that:
11.2.1.the Goods (excluding any software) shall, on delivery, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
11.2.2.the Goods (including any software) shall, on delivery, conform to any relevant specifications or descriptions expressly listed or set out on the Website (except in the case of obvious error).
11.3.As Nviron is not the manufacturer of the Goods, Nviron does not (subject to its obligations under clause 11.1) give any warranty or guarantee relating to the Goods other than as set out in clause 11.2. The provisions of clauses 11.1 and 11.2 shall apply to the exclusion of any other warranties or conditions (express or implied) relating to the Goods.
11.4.Without prejudice to clause 11.3 and clause 14.2, the Customer acknowledges and agrees that Nviron does not warrant that the Goods will:
11.4.1.be fit for any particular purpose; or
11.4.2.successfully operate in conjunction with any hardware or software.
12. Warranty claims
12.1.The Customer may contact the Nviron Service Desk (by telephone on 0845 270 4031 or by emailing servicedesk@nviron.co.uk) for assistance relating to any claim under any warranty or guarantee provided by the manufacturer of the Goods, where such claim arises within 30 days from the date of delivery of Goods.
12.2.Subject always to the provisions of clause 11.3 and clause 11.4, Nviron shall provide reasonable assistance relating to any claim referred to in clause 12.1. Where any such claim arises outside of the periods referred to in clause 12.1, it shall be the Customer’s sole responsibility to progress any claims directly with the manufacturer relating to any such warranty or guarantee.
12.3.In the event of any claim by the Customer under any of the warranties in clause 11.2, the Customer shall contact the Nviron Service Desk (by telephone on 0845 270 4031 or by emailing servicedesk@nviron.co.uk). Nviron shall be entitled (at its option and expense) to inspect and/or test the relevant Goods at its current location or to move it to Nviron's premises (or those of any third party) at the cost of Nviron. If the Customer's claim is subsequently found by Nviron to be outside the scope of the warranties in clause 11.2, the costs of such transportation of the Goods, investigation and repair shall be borne by the Customer.
12.4.If the Goods do not conform with any of the warranties in clause 11.2, Nviron shall (at its option) repair or replace such Goods (or the defective part) provided that, if Nviron so requests, the Customer shall, at Nviron's expense, return such Goods to Nviron.
12.5.If Nviron complies with clause 12.4, it shall have no further liability for a breach of any of the warranties in clause 11.2 in respect of the relevant Goods.
12.6.Any repaired or replacement Goods shall be subject to the terms and conditions set out in clause 11 and this clause 12.
13. Software
13.1.All software supplied by Nviron under the Contract shall be subject to the applicable licence terms of the relevant third party providers of such software and the Customer must accept such licence terms (which shall accordingly be directly binding on the Customer independently of the Contract).
13.2.Any software supplied by Nviron under the Contract may be used by the Customer according to the terms and conditions of the licence of such software, but is supplied by Nviron on an ‘as is’ basis. Without prejudice to clause 11.1 and clause 11.3, the Customer acknowledges and agrees that the only warranties in relation to any software supplied by Nviron under the Contract are those contained in the licence from the third-party providers of such software.
13.3.The Customer shall be solely responsible for ensuring that it obtains and maintains all relevant software licences at all applicable times.
14. Liability
14.1.Subject to clauses 5, 9 and 11 (and without prejudice to clause 15), the following provisions set out the entire financial liability of Nviron (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
14.1.1.any breach of these Conditions;
14.1.2.any use made or resale by the Customer of any of the Goods; and
14.1.3.any representation, statement or act or omission (including negligence) arising under or in connection with the Contract.
14.2.All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
14.3.Nothing in these Conditions excludes or limits the liability of Nviron:
14.3.1.for death or personal injury caused by Nviron's negligence; or
14.3.2.for fraud or fraudulent misrepresentation; or
14.3.3.for any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.
14.4.Subject to clause 14.3, Nviron shall not be liable to the Customer for any special, indirect or consequential loss, costs, damages, charges or expenses (including pure economic loss), howsoever caused or incurred, arising in connection with the performance or contemplated performance of the Contract.
14.5.For the avoidance of doubt, subject to clause 14.3, Nviron shall have no liability or responsibility to the Customer whatsoever in the event that Nviron cancels an order for the Goods in accordance with these Conditions.
14.6.Subject to clauses 14.2, 14.3 and 14.4, Nviron's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited in respect of each event (or series of connected events) to an amount equal to the total price paid by the Customer for the Goods.
15. Force majeure
15.1.Nviron shall not be in breach of the Contract, nor liable for any failure to perform or any delay in the performance of any of its obligations under the Contract if and to the extent that such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control (including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to Nviron’s workforce), restraints or delays affecting carriers or any default of Nviron’s suppliers or sub-contractors).
16. Data Protection
16.1.This clause 16 applies to any Personal Data which Nviron obtains about the Customer and/or any of its representatives in their capacity as a data subject (as such term is defined by the Data Laws).
16.2.Any Personal Data relating to the Customer and/or its representatives which is obtained by Nviron in connection with the Contract may be used and disclosed by Nviron in accordance with this clause 16 and the Privacy Policy.
16.3.The Customer acknowledges and agrees that (where applicable) Personal Data of the Customer (and Personal Data of the Customer’s representatives which is provided by the Customer to Nviron) may be processed by Nviron (and its agents) for various purposes relating to the administration and performance of the Contract and as otherwise set out in the Privacy Policy.
16.4.The Customer represents and warrants that any Personal Data which the Customer has provided to Nviron (including Personal Data relating to the Merchant and/or its representatives) is complete and accurate.
16.5.Where the Customer provides Personal Data about the Customer’s representatives in connection with the administration or performance of the Contract, the Customer represents and warrants that it has the consent of all such representatives to
16.5.1.pass their Personal Data to Nviron; and
16.5.2.for Nviron to use and disclose their Personal Data for any of the purposes set out in the Privacy Policy.
16.6.The Customer and any applicable representatives of the Customer have various rights relating to the Personal Data which is processed by Nviron. Details of such rights and how to exercise them are set out in the Privacy Policy.
17. General
17.1.Any typographical, clerical or other error or omission on the Website or in the Order Acknowledgement or Dispatch Confirmation may be corrected by Nviron at any time without any liability to the Customer.
17.2.The Contract constitutes the entire agreement and understanding between Nviron and the Customer in respect of the matters dealt with and supersedes, cancels and nullifies any previous agreement between them relating to such matters. The Customer acknowledges and agrees that it has not relied on any statement, promise or representation made or given by or on behalf of Nviron (whether in respect of the Goods or otherwise) which is not set out in the Contract or otherwise expressly agreed in writing by a director of Nviron. Nothing in this clause 17.2 shall exclude or limit Nviron's liability for fraudulent misrepresentation.
17.3.Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between Nviron and the Customer, constitute either the agent of the other, nor authorise either to make or enter into any commitments for or on behalf of the other.
17.4.The Contract is personal to the Customer and the Customer shall not be entitled to assign, transfer or otherwise deal with any of its rights under the Contract or to subcontract or delegate in any manner to any other person any of its obligations under the Contract (except, in each case, with the prior written consent of Nviron).
17.5.Each right or remedy of Nviron under the Contract is without prejudice to any other right or remedy of Nviron whether under the Contract or otherwise.
17.6.If any provision of these Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Conditions and the validity and enforceability of the other provisions of these Conditions shall not be affected.
17.7.The failure of Nviron to exercise or enforce any right under the Contract shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
17.8.Any waiver by Nviron of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Contract.
17.9.The Customer agrees to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (including the Bribery Act 2010). The Customer shall not engage in any activity, practice or conduct which constitutes an offence under sections 1, 2 or 6 of the Bribery Act 2010 (or which would do if such activity, practice or conduct had been carried out in the United Kingdom).
17.10.No person who is not a party to the Contract is entitled to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17.11.The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Nviron and the Customer irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).