As with our work in the agricultural sector, we have assisted companies the breadth of the country with the generation of their own on site electricity and we have delivered some of the UK’s biggest and most high profile projects, each project is custom made to meet clients specific needs.
Envikowind Terms & Conditions
1.1 Definitions: In these Terms, the following definitions apply:
“Business Day” a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
“Commencement Date” The date when the Supplier accepts the Order in writing or by course of action which may include the acceptance of a deposit in accordance with Clause 2.2
“Contract” the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Terms and the terms of the Quotation.
“Customer” the person or firm which purchases the Goods and/or Services from the Supplier who or which is acting as a business not a consumer.
“Customer Default” any act or omission by the Customer or failure by the Customer to perform any relevant obligation
“Delivery Location” means the location set out in the Quotation or such other location as the parties may agree.
“Force Majeure Event” has the meaning given to it in clause 15.1.
“Goods” the goods (or any part of them) set out in the Quotation.
“Goods Specification” the specification for the Goods in the Quotation.
“Installation Location” the location at which the Services and Goods are to be provided which is set out in the Quotation.
“Intellectual Property Rights” patents, copyright, trade marks, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
“Order” the Customer’s acceptance of the Supplier’s Quotation which constitutes an offer to purchase.
“Services” the services supplied by the Supplier to the Customer as set out in Quotation.
“Service Specification” the description or specification for the Services provided by the Supplier to the Customer in the Quotation.
“Supplier” Envikowind Limited incorporated and registered in England and Wales with company number 05891504 whose registered office is at Unit 8 Kingsmill Business Park, Chapel Mill Road, Kingston upon Thames, Surrey, KT1 3GZ.
“Supplier Materials” means all materials, equipment, documents and other property of the Supplier
“Terms” these terms and conditions as amended from time to time in accordance with clause 15.8.
“Quotation” the written quotation for the Goods and/or Services to be supplied by the Supplier which will include the Goods Specification and/or the Service Specification
1.2 Construction: in these Terms, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.5 a reference to writing or written includes faxes and e-mails;
1.2.6 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
1.2.7 the headings do not affect the interpretation of these Terms. Except where the context otherwise requires, references to clauses and schedules are to clauses and schedules of these Terms;
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Terms.
2.2 The Contract comes into existence and is deemed to be entered into by the parties on the Commencement Date.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations, descriptions of the Goods or illustrations or descriptions of the Services contained in documents other than the Quotation are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 The Quotation or other proposal given by the Supplier shall not constitute an offer, and is only valid for 20 Business Days from the date it is provided.
3.1 The Goods are described in the Goods Specification.
3.2 The Supplier reserves the right to amend the Quotation if required by any applicable statutory or regulatory requirements.
3.3 The Supplier may offer to the Customer any goods in substitution for any corresponding item of the Goods where the substitute item contains new technology or has similar or better performance characteristics than such item of the Goods. As part of the offer the Supplier shall notify the Customer of any change in the price which would result from such substitution.
3.4 The Customer shall not be entitled to reject the Goods if the Supplier substitutes any goods for any corresponding item of the Goods where the substitute item is the same technology type or has similar performance characteristics as such item of the Goods.
4. Delivery of Goods
4.1 The Supplier shall deliver the Goods to the Delivery Location at a reasonable time after the Supplier notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.3 Late delivery of the Goods does not entitle the Customer to reject the Goods and terminate the Contract.
4.4 If the Customer fails to accept or take delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
4.4.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
4.4.2 the Supplier shall store the Goods until delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which maybe invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of Goods
5.1 The Supplier warrants that on delivery, the Goods shall:
5.1.1 conform, subject to the other provisions in these Terms, with the Goods Specification;
5.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.2 Subject to clause 5.3, if the Customer gives notice in writing within 10 days of delivery that some or all of the Goods do not comply with any of the warranties set out in clause 5.1 and the Supplier is given a reasonable opportunity of examining such Goods then the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with any of the warranties in clause 5.1 if:
5.3.1 the defect arises because the Customer failed to follow the Supplier’s or manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or
5.3.2 the Customer alters or repairs such Goods without the written consent of the Supplier; or
5.3.3 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal weather conditions; or
5.3.4 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranties set out in clause 5.1.
5.7 The Supplier makes no warranty as to the performance of any of the Goods supplied and any estimates given are provided purely on the basis of the Supplier’s honest estimate at the time of the Contract.
5.8 A manufacturer’s guarantee may be invalidated if the existing wiring or plumbing at the Installation Location does not meet the specification in the manufacturer’s guarantee.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
6.2.1 the Goods; and
6.2.2 any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as the Supplier’s bailee;
6.3.2 store the Goods securely and separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
6.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.1 to clause 13.1.11;
6.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time; and
6.3.7 not to allow the Goods to be installed by anyone other than the Supplier.
6.4 If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 13.1.1 to clause 13.1.11, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, even if the Goods have been fitted/installed, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored or installed in order to recover them.
7. Supply of Services
7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quotation but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 If a Customer discovers a material defect in workmanship, then the Customer shall contact the Supplier and the Supplier shall remedy the defect.
8. Customer’s obligations
8.1 The Customer shall:
8.1.1 ensure that the terms of the Quotation and the Goods Specification and/or the Service Specifications are complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
8.1.4 prepare the Delivery Location for the supply of the Services;
8.1.5 provide the Supplier, its employees, agents, consultants and subcontractors with free, safe and easy access to the Delivery Location and the Installation Location
8.1.6 provide the Supplier with any office accommodation and other facilities as reasonably required by the Supplier including access to adequate storage space required to provide the Services.
8.1.7 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.8 keep and maintain all Supplier Materials at the Customer’s premises in safe custody at the Customer’s own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
8.1.9 confirm that the Customer is entitled to authorise the carrying out of the Services at the Customer’s location; and
8.1.10 notify the Supplier if the Customer becomes aware of any damage to the Goods.
8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by Customer Default:
8.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and may rely on the Customer Default to relieve it from the performance of any of its obligations under this Contract;
8.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3 the Customer shall reimburse the Supplier on demand for any costs, losses or liability sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8.3 the Customer hereby warrants that the Installation Location is suitable for the installation and maintenance of the Goods
9. Charges and payment
9.1 The price for Goods and the Services shall be the price set out in the Quotation.
9.2 The Supplier reserves the right to:
9.2.1 increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
9.3 The Customer shall pay each invoice submitted by the Supplier:
9.3.1 on the terms specified in the invoice; and
9.3.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.5 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, the Supplier shall have the right to charge interest on the overdue amount at the rate of 5% per cent per annum above the then current HSBC Bank’s base rate accruing on a daily basis from the due date for payment until the date of actual payment..
9.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9.7 If the Supplier does not receive a payment under the Contract by the seventh day after payment is due, then the Supplier may stop work on the installation and may be entitled to recover any costs incurred from the Customer.
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
10.2 All Supplier Materials are the exclusive property of the Supplier.
A receiving party shall keep in strict confidence all technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the disclosing party, its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business or its products or its services which the receiving party may obtain. The receiving party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the receiving party. This clause 11 shall survive termination of the Contract.
12. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Terms shall limit or exclude the Supplier’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.2 Subject to clause 12.1:
12.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of business, contracts, profit, or any indirect or consequential loss arising under or in connection with the Contract. Specifically the Supplier is not liable for any change in tariff (including the Feed in Tariff) either before, during or after the installation nor is the Supplier responsible for any applications for accreditation including any Feed in Tariff application form neither is the Supplier liable for any inaccuracy in estimates of the performance of the Goods.
12.2.2 the Supplier’s liability to the Customer for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Goods or Services shall be limited to the amount paid by the Customer in respect of the Goods or Services that are the subject of any such claim.
12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses reasonably incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
12.5 The Supplier shall have no liability for any delay or failure to deliver the Goods or supply the Services to the extent that such delay or failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instructions relevant to the supply of the Goods.
12.6 This clause 12 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party is the subject of an insolvency, bankruptcy, winding-up, credit arrangement or similar event
13.1.2 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
13.2.1 by giving the Customer one month’s written notice;
13.2.2 with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.3 The Customer may terminate the Contract by giving the Supplier not less than four months’ written notice provided that such notice is received before the delivery of any Goods or Supply of any Services.
13.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
13.4.1 the Customer fails to pay any amount due under this Contract on the due date for payment; or
13.4.2 the Customer becomes subject to any of the events listed in clause 13.1.1, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
14. Consequences of termination
On termination of the Contract for any reason:
14.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
14.1.2 the Customer shall return all of the Supplier Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping;
14.1.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15.1 Force majeure:
15.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than six weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
15.2 Assignment and subcontracting:
15.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and (without affecting its liabilities to the Customer under the Contract) may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
15.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a body corporate) or (in any other case) its principal place of business.
15.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address; or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
15.3.3 This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
15.4 Waiver and cumulative remedies
15.4.1 A waiver by either party of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
15.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.8 Variation: Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by both parties.
15.9 Business contract: The parties hereby agree that this Contract is based on a business to business relationship and neither party shall benefit from the protection of any legislation or law that protects the rights of a consumer.
15.10 Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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