ACCEPTANCE OF TERMS
All orders made to and accepted by ENRG TECH LTD (“ENRG”) shall be subject to the following Terms and Conditions of Sale ("T&C"). ENRG reserves the right to update the T&C at any time without notice to User. The most current version of the T&C can be reviewed by clicking on the "Terms and Conditions of Sale" hypertext link located at the bottom of our Web pages.
These T&C, which incorporate by reference other provisions applicable to use of www.enrgtech.co.uk, including, but not limited to, supplemental terms and conditions set forth hereof ("Supplemental Terms") governing the use of certain specific material contained in www.enrgtech.co.uk, sets forth the terms and conditions that apply to purchases made via www.enrgtech.co.uk by any registered user (“User”). By placing an order to purchase goods (“Order”) via the ENRG website (other than to read this Agreement for the first time), Users agree to comply with all of the terms and conditions hereof. The right to place Orders for the purchase of goods marketed by ENRG via www.enrgtech.co.uk (“Website”) is personal to each User and is not transferable to any other person or entity. Each User is responsible for all orders made through the User’s account (under any screen name or password) and for ensuring that all Orders made by the User's Account comply fully with the provisions set out in these T&C. No other terms will apply to the purchase of products by a User from ENRG via the Website unless agreed in writing by an authorised signatory of ENRG or expressly stated otherwise in these T&C. User shall be responsible for protecting the confidentiality of User's password(s), if any, and fully understands the possibility of any billing information being compromised in case the User fails to protect the abovementioned confidentiality.
For the avoidance of any doubt and as these T&C are subject to change at ENRG’s convenience, the version of the T&C that shall apply is the one that is contemporaneous with the time each Order is placed or is amended.
A reference to a statute is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to one gender includes a reference to all other genders and a reference to the singular includes a reference to the plural and vice versa.
Condition headings do not affect the interpretation of these Conditions.
APPLICATION OF TERMS
Subject to any variation under Condition 2.5, these Conditions are the only Conditions upon which the ENRG is prepared to deal with the User and they shall govern the Order to the entire exclusion of all other terms or Conditions of the User, its agents or employees (including any terms or Conditions which the User purports to apply under any acknowledgement or confirmation of Order or other document).
All descriptions of the products and services contained on the Website or otherwise communicated to any purchasing User of such products are approximate only and shall not form any part of the contract between ENRG and the purchasing User. ENRG shall not be liable to the User for any errors or omissions on the Website or other product advertisement.
Each Order placed by the User through the website shall be deemed to be an offer by the User to buy goods subject to these Conditions. ENRG has the right to verify the User’s method of payment, billing and shipping addresses before accepting the User’s Order. ENRG shall either expressly accept by giving notice of acceptance[, or impliedly by fulfilling the Order,] in whole or in part accepts the offer. Any form of acceptance by ENRG would result to a contract between ENRG and the User, governed by these T&C (“Contract”).
No Order shall be considered to be accepted by ENRG until the ordered products has been shipped and the User receives the relevant confirmation email. If ENRG shall attempt to notify the User in case ENRG declines to accept an Order using the email address or other contact information the User has provided with the Order. Delivery and/or shipment dates provided in connection with any Order are estimates only and do not represent fixed or guaranteed delivery dates.
No terms, conditions or specifications – or any similar wording or document - endorsed upon, delivered with or contained in the User’s Order, shall form part of the Contract simply as a result of such document being referred to in the Contract and the User waives any right which it otherwise might have to rely on such terms and conditions.
ENRG reserves the right to limit or cancel any available quantity of goods for purchase on any Order on any basis, and to alter the availability or duration of any special offers at any time. ENRG shall execute Orders to the User's requirements, but may – at its sole discretion - provide substitute products where requested by the User, or where the product has been superseded by the latest version. For the avoidance of any doubt, any past accommodations of such User requests shall not be construed as past contractual performance upon which a User may require ENRG to continue accommodating such requests in the future. To the extent that Orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the User's option) either be put on back order to be fulfilled when ENRG next has available stock or be cancelled and refunded to the User. ENRG may reject any order, or any part of an order.
Both ENRG and the User acknowledge that they have not relied on any statement, promise or representation made or given by or on behalf of the other which is not set out in the Contract or in any confirmation email; without however such confirmation email constituting an amendment of the T&C governing the Contract. Nothing in these T&C shall exclude or limit either party’s liability for fraud or fraudulent misrepresentation.
ENRG operates on a B2B basis by offering products to Users who operate as a business on a wholesale basis. Therefore, the Website is intended for use by Users business customers and not by private individuals acting as consumers. Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a private individuals who deal with ENRG while falling under the Consumer Rights Act 2015 definition of a “Consumer”.
Users should pay particular attention to section 7 on “Limitation of Liability” below.
PRICING
The prices of the products are as set out on the Website and ENRG reserves the right to change prices without prior notice at any time. Up-to-date information can always be found on the Website. In the event of any conflict between prices for any products listed on the Website and prices mentioned in any other communication (electronic or printed) between ENRG and a User, prices listed on the Website shall prevail.
Prices offered on the Website are exclusive of VAT. ENRG shall add VAT at a rate applicable at the time the Order is placed.
PAYMENT
ENRG offers the following payment methods for Users paying in GBP currency: [please list accepted means of payment, Credit/Debit Card providers, e-payment providers (i.e. PayPal) etc] and prepaid by wire transfer [as well as open account credit to qualified institutions and businesses]. Payment must be made in the currency in which the order was placed. We cannot accept personal checks or certified personal checks. Money orders can result in significant delays. Use of Letters of Credit must be approved in advance by ENRG.
DELIVERY, PRODUCT INSPECTION & TRANSFER OF OWNERSHIP
Subject to any cancellation, substitution or non-fulfilment of an Orders in accordance with these T&C, ENRG will deliver the products as specified in the Order. ENRG may use third party delivery agents to deliver products to Customers.
The User's delivery options, and the prices for them, are as set out on the Website at the date of order or will be notified to the User at the time of Order. User is informed that delivery options and prices provided by ENRG through electronic or printed correspondence are subject to change and up-to-date information can be found on the Website. In the event of any conflict between delivery options and delivery prices for any products listed on the Website and in any electronic or printed correspondence, the delivery options and delivery prices listed on the Website shall prevail.
Delivery prices apply per order, and will be calculated depending the order’s volume, quantity of ordered products, weight and distance.. Delivery will be made to the User’s business address as provided in the User’s account, unless otherwise agreed in writing.
ENRG will aim to deliver products in accordance with the times and dates for delivery quoted on the Website or in written communications between ENRG and the User (“Delivery Times”). Nevertheless, User acknowledges that Delivery Times are approximate only and ENRG shall not be liable any delays and any consequences suffered by the User from any such delays. Time for delivery shall not in any case be of the essence. User acknowledges that delivery of certain products requiring special handling due to their nature may take longer to be delivered.
If any delivery has not been made by the Delivery Time, the User shall notify ENRG of such delay and – subject to such notice - ENRG will take reasonable steps to ascertain whether the product has been delivered and will inform the User of the status of the delivery and/or the new expected delivery time. ENRG may also, at its sole discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable by the User, and such acceptance of revised time not to be unreasonably withheld, ENRG may also, at its sole discretion, offer an alternative delivery option. These are the User's exclusive remedies for late delivery.
The User shall inspect the products as soon as possible after delivery or collection. The User shall, within 10 days of the date of delivery or collection or, in the case of non-delivery below, the Delivery Time or any updated estimated date for delivery, give notice to ENRG in detail of:
- any defect in the product that is apparent on reasonable examination. In this case ENRG shall, at ENRG's discretion, replace the products or refund the purchase price. In any event the User must refuse parcels delivered to it in a damaged condition and retain evidence of the defect to support its claim, including but not limited to pictures, examples of damages packaging etc.
- Any shortfall in products delivered. In this case ENRG shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products; Any delivery of products not in accordance with the order. In this case ENRG shall, at ENRG's discretion, replace the products or refund the purchase price; or
- Any non-delivery of the products (in which case the time limit is within 10 days of the estimated dispatch date). In this case ENRG shall deliver the undelivered products or refund the price of the undelivered products.
Note that the above time limitation for product inspection shall be 30 days when the User is a Consumer.
In case where the User fails to abide by the notice periods provided in section 4.6 above, the products shall be conclusively presumed to be, in all respects, in accordance with the order, free from apparent defects and to the liking of the User, and the User shall be deemed to have accepted the products accordingly. ENRG’s record of the dispatched products (including the quantity) shall be conclusive evidence of the products received by the User, unless proved otherwise by tangible evidence provided promptly by the User.
The remedies set out above are the User'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. ENRG 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.
In the case of products to be delivered to the User'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 User at the time when ENRG has attempted to deliver the products. In the case of products which the User orders to be collected from an ENRG point of sale, risk of damage or loss to the products shall pass to the User at the time of collection.
Ownership of any product supplied shall not pass to the User until full payment of the purchase price of the products and of all other amounts owed to ENRG has been made (in cash or cleared funds). If the Customer is late in paying any sum to ENRG, then ENRG shall be entitled to the immediate return of all products where ownership has not passed to the User. The User authorises ENRG and its agents to recover any such products in such circumstance, and to enter any premises of the User for that purpose.
Demand for or recovery of the products by ENRG shall not of itself discharge either the User's liability to pay the whole of the price and take delivery of the products or ENRG's right to sue for the whole of the price.
WARRANTIES & REMEDIES
ALL PRODUCTS ARE SOLD ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ENRG agrees to transfer to the User, at the time of sale, to the extent transferable, whatever warranties ENRG receives from manufacturers with respect to the purchased goods sold by ENRG to the User. ENRG may provide, upon the purchasing User’s request in writing, copies of the aforementioned manufacturers' warranties prior to the purchase of goods.
ENRG warrants that it has taken all reasonable steps to offer on its Website goods that are without any material fault and and that the goods’ specifications published on its Website are in conformity with manufacturers’ specifications for such offered goods.
The purchasing User acknowledges that the warranties contained in this section 6 shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of ENRG.
The remedies set out in this clause 6 shall be the User's sole remedies for any breach of warranty and in respect of the supply or non-supply of purchased goods.
The availability of the remedies set out in this clause 6 is subject to – firstly - a claim being made in writing by the User to ENRG, prior to the return of any defective goods, and within [12] months of the original date of dispatch or date of service, or such other periods as may be indicated in writing by ENRG and secondly - the User returning to or making the relevant purchased goods available for collection by ENRG, in accordance with ENRG's instructions or otherwise agreed in writing between ENRG the the User.
ENRG reserves the right to refuse any returns of defective goods made by a User when these provisions of section 6 have not been strictly adhered to. In such occasion, ENRG may – at its sole discretion - return the goods to the User at the User’s expense.
In respect to delivery, acceptance and transfer of ownership of such returned goods, the provisions of section 5 shall apply mutatis mutandis.
Save as expressly provided in these T&C, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of goods are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality and fitness for purpose).
LIMITATION OF LIABILITY
ENRG WILL NOT BE LIABLE TO EITHER THE USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST SAVINGS OR LOST BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO ANY CONTRACT GOVERNED UNDER THESE T&C OR THE TRANSACTIONS IT CONTEMPLATES (WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHER FORM OF ACTION) AND IRRESPECTIVE OF WHETHER ENRG HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. IN NO EVENT WILL ENRG’S LIABILITY EXCEED THE PRICE THE USER PAID TO ENRG FOR THE PURCHASED GOODS PROVIDED BY ENRG GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. THE PURCHASING USER RECOGNISES THAT THE AMOUNTS PAYABLE FOR THE PURCHASE OF THE ORDERED GOODS ARE BASED IN PART IN THESE LIMITATIONS AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ANTI-BRIBERY AND CORRUPTION
In the course of any dealings or transactions with ENRG, the User fully undertakes to:
- comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
- not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
- comply with the ENRG’s ethics and social responsibility policies in respect of which it has received copies (“Relevant Policy”);
- have and shall maintain in place throughout the term of this agreement its own policies and procedures including adequate procedures under the Bribery Act 2010 to ensure compliance with the Relevant Requirements, Relevant Policy and section (b); and
- promptly report to ENRG any request or demand for any undue financial or other advantage of any kind received by the User in connection with any Order or Contract governed under these T&C.
Breach of section 7 by the User shall be deemed a material breach of these T&C.
The User is informed that:
- ENRG 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 ENRG or seeks to do so
- ENRG employees are not permitted to solicit gifts or other favours from any company or individual that does business with RS, or seeks to do so and
- entertainment of ENRG employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that ENRG's employees, agents or contractors, can reciprocate.
For the purpose of sections 8.1 and 8.2 the meaning of adequate procedures and whether a person is associated with another person shall have the meaning prescribed to those terms by the Bribery Act 2010 and any guidance issued under section 9 of that Act. For the purpose of sections 8.1 and 8.2, a person associated with the User includes but is not limited to any agent, delegate or subcontractor of the User.
EXPORTS, SANCTIONED COUNTRIES & LIMITATIONS OF USE
Products sold by ENRG may be subject to export regulations of the United Kingdom, the European Union and other countries. The User shall comply with such export regulations and obtain any relevant license or permit required to transfer, export, re-export or import the products.
The User shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the European Union or other country.
The User also certifies that goods purchased by ENRG will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
ENRG clarifies that any goods offered through the Website are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
FORCE MAJEURE
ENRG will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labour disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. ENRG's time for delivery or performance will be extended by the period of such delay or ENRG may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to the User.
INTELLECTUAL PROPERTY
The User acknowledges that ENRG and its licensors own the intellectual property rights in the ENRG website and any ENRG printed inventory, and that the whole or partial reproduction of such content and material without ENRG's prior written consent is strictly prohibited.
DATA PROTECTION
ENRG is registered as a data controller under the Data Protection Act 1998. Therefore, ENRG may keep and use personal details of the User and its employees for the purposes of entering into transactions with the User. Moreover, ENRG may share such data with organisations working on behalf of ENRG anywhere in the world (for example, credit reference agencies, mailing houses and call centres) Order servicing purposes and ENRG's obligations under these T&C. Please see ENRG Privacy Policy on the Website for full details.
The User consents that ENRG may use the data of the User by disclosing it to certain ENRG suppliers for market research and commission purposes.
GOVERNING LAW & JURISDICTION
The Contract between ENRG and the User based on these T&C as applicable to each 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, without this, however, limiting ENRG’s ability to enforce the Contract in any court of competent jurisdiction.
If any provision of these T&C is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the T&C and the remainder of such provision shall continue in full force and effect.
THIRD-PARTY RIGHTS
No express term of these T&C 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.
NO WAIVER
Failure or delay by either ENRG or the User in enforcing or partially enforcing any provision of the Contract’s T&C shall not be construed as a waiver of any of its rights under the Contract.
Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
