Terms and Conditions
Application and entire agreement
These Terms and Conditions apply to the contract between:
1. Evergreen Cheshire Ltd. (“Evergreen”) a company registered in England and Wales under number 07215515 whose registered office is at 119 Marbury Road, Anderton, Northwich, Cheshire, CW9 6AP.
2. The person(s) / entity buying the Services (“You” or “Your”) as detailed in the quotation.
In respect of the materials, equipment and services to be provided in execution of works detailed in the quotation (the “Services”).
In accepting the quotation and / or instructing Evergreen to carry out the Services detailed in the quotation You are deemed to have explicitly accepted these Terms and Conditions.
These Terms and Conditions and the quotation form the entire agreement between us (the “Contract”).
You acknowledge that You have not relied on any statement, promise or representation (Oral or otherwise) made or given by or on behalf of Evergreen, unless explicitly written in the Contract.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
Words imparting the singular number shall include the plural and vice-versa.
Evergreen warrant that it will use reasonable care and skill in the performance of the Services. All Services will be performed in compliance with the quotation (including any specifications detailed therein).
Evergreen is entitled to make changes to the Services / Contract should this be required to comply with any applicable changes in law or safety requirement that come into force after the date of the quotation, and will notify you if this is necessary.
Evergreen will use reasonable endeavours to complete the performance of the Services within the time estimated or as may be set out in the quotation: however, time shall not be of the essence in the performance of Evergreens’ obligations under the Contract.
You must obtain any 3rd party permissions, consents, licenses, accesses or otherwise that Evergreen need to perform its obligations under the Contract, unless otherwise stated in the Contract as being Evergreen responsibility.
Furthermore, you must provide Evergreen with access to any and all relevant information, materials, properties and any other matters which Evergreen need to provide the Services, unless otherwise stated in the Contract and being Evergreen responsibility.
Evergreen are not liable for any delay or failure to provide the Services if this is caused by Your failure to comply with the provisions of this section or any other provision of the Contract.
Fees and deposit
The fees (Fees) for the Services are set out in the quotation and unless explicitly stated otherwise are an estimate on a time and materials basis. A fixed Fee shall apply to the Services only if explicitly stated in the quotation.
In addition to the quoted Fees, the final invoice for the Services shall include:
reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses incurred by Evergreen in the provision of the Services,
- the cost of services, materials and / or equipment provided by third parties and required by Evergreen in the performance of the Services, and
- the cost of any materials required for the provision of the Services
- Additional fees resulting from changes to the scope / specification as you may request and / or additional costs incurred by Evergreen resulting from any of your non-compliance with Contract.
The Fees shall be inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
Evergreen can withdraw, cancel or amend a quotation, prior to the payment of the Deposit.
After payment of the Deposit if You want to amend any details of the Services You must inform Evergreen in writing. Evergreen will use reasonable endeavours to accommodate any such requested changes (but are under no obligation to do so) and any resulting additional costs will be added to the Fees.
If, due to circumstances beyond Evergreen control, including but not limited to those set out herein, Evergreen are required to make any change in the Services (or the manner in which they are provided), Evergreen will notify You as soon as reasonably practical and use reasonable endeavours to keep any such changes to a minimum.
(Unless otherwise stated in the quotation) the Fees will be payable by You as follows:
- A non-refundable deposit of £500.00 is required to reserve your slot (the “Deposit”) Payment by You of this Deposit completes the formation of a binding Contract between You and Evergreen.
- You will pay 45% (less £500) of the quoted Fees two weeks prior to the agreed start date of the Services.
- You will pay 45% of the quoted Fees at the ‘half-way’ point of the Services (unless otherwise stated in the quotation deemed to be the mid-point between commencement and completion).
- You will pay 10% of the quoted Fees plus any additional Fees upon completion of the Services.
All Fees are payable by You within 7 days of the date of invoice.
A bill of quantities is available upon request for a fee of 1.5% of the total cost of the project.
Without limiting any other right or remedy Evergreen have for statutory interest, if You do not pay in accordance with the Contract Evergreen reserve the right to charge You interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
All payments due under the Contract must be made in full without any deduction or withholding except as required by law and neither party can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Furthermore, if You do not pay in accordance with the Contract, Evergreen can suspend / terminate the Services and seek damages for the costs incurred in doing so.
Receipts for payments can be issued upon request by You.
All payments must be made in British Pounds sterling unless otherwise agreed in writing between us.
Sub-contracting and assignment
Evergreen can at any time and with reasonable notice as it deems appropriate assign, novate, transfer, charge, subcontract or deal in any other manner with all or any of its rights and obligations (in whole or part) under the Contract.
You must not, without the prior written consent of Evergreen, assign, novate, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.
Evergreen can terminate the Contract immediately if You:
- Commit a material breach of Your obligations under the Contract; or
- Fail to make/pay any amount due under the Contract on the due date for payment; or
- Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- Convene any meeting of Your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of Your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of You, notice of intention to appoint an administrator is given by You or any of Your directors or by a qualifying floating charge holder (as defined in para.14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for winding up or for the granting of an administration order in respect of You, or any proceedings are commenced relating to Your insolvency or possible insolvency.
Liability and indemnity
Nothing in the Contract will operate to exclude or restrict one party’s liability (if any) to the other:
- for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable;
- for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or
- for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
To the extent permissible by law Evergreen liability under the Contract and in breach of statutory duty and in tort or misrepresentation or otherwise, shall be limited as follows:
The total amount of Evergreen liability is limited to the total amount of Fees payable by You under the Contract.
Evergreen shall not be liable for:
- Any indirect, special or consequential loss, damage, costs or expenses or
- Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill; business interruption; or, other third-party claims; or
- Any failure to perform any of its obligations if such delay or failure is due to any cause beyond Evergreen reasonable control; or
- Any losses cause directly or indirectly by any failure or Your breach in relation to Your obligations; or
- Any losses arising directly or indirectly from the choice of Services and how they will meet Your requirements or Your use of the Services in connection with the Contract.
You shall indemnify and hold harmless Evergreen against any and all damages, costs, claims and expenses suffered by Evergreen arising from any loss or damage to any equipment (including that belonging to third parties) caused by You or Your agents or employees, whether through wilful or negligent acts/omissions.
Circumstances beyond a party’s control (force majeure)
Neither party is liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to; power failure, ISP failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either party may terminate the Contract and each party shall be responsible for its own costs that may result.
All notices under the Contract must be in writing,
Notices shall be deemed to have been duly given:
- When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- When sent, if transmitted by fax, email or text and a successful transmission report or return receipt is generated;
- On the fifth business day following mailing, if mailed by national ordinary mail; or
- On the tenth business day following mailing, if mailed by airmail.
- Via email on the time and date as per the senders server record.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
If one of more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
These Terms and Conditions are governed by and interpreted according to the law of England and Wales. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.