Hunter Price International Limited

Download T&C’s of Purchase PDF      Download T&C’s of Sale PDF


Terms and Conditions of Purchase

 

These terms and conditions (these Conditions) are the terms on which HUNTER PRICE INTERNATIONAL LIMITED (company number 06932457) (Company) purchases Products (as defined below) from the Supplier (as defined below). These Conditions supersede all other terms and conditions previously used by the Company in connection with the subject matter of these Conditions, and apply to the exclusion of any terms and conditions which the Supplier purports to apply under any other document or which are implied by trade, custom, practice or course of dealing.

The Company may amend these Conditions from time to time by written notice to the Supplier, and the amended Conditions shall apply to Contracts formed after the date of such written notice to the Supplier.

  1. Defined terms
    1. In these Conditions, the following words have the following meanings:

Collection Point: the location from where the Products are to be collected by the Company, as agreed by the parties in writing. 

Contract: a contract between the Supplier and the Company for the sale and purchase of the Products in accordance with these Conditions.

Delivery Date: the date for delivery or collection of the Products, as agreed by the parties in writing.  

Delivery Point: the location to which the Products are to be delivered by the Supplier, as agreed by the parties in writing.

Intellectual Property Rights: means patents, rights to inventions, copyright and neighbouring rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Products: the products described in the Purchase Order.

Purchase Order: the Company’s order for Products, as set out in the Company’s purchase order form or (where agreed by the Company) the Supplier’s purchase order form.

Specification: any specification and/or description for the Products which has been agreed by the parties in writing, including any related designs and drawings.

Supplier: the business, firm, company, organisation or other entity from whom the Company purchases the Products.  

  1. Purchase Orders
    1. The Purchase Order constitutes an offer by the Company to purchase the Products in accordance with these Conditions. The Purchase Order shall be deemed to be accepted by the Supplier on the earlier of (a) the Supplier issuing a written acceptance of the Purchase Order, and (b) the Supplier doing any act consistent with fulfilling the Purchase Order, at which point a Contract will come into existence.
    2. The Company will allocate a Purchase Order number to each Purchase Order placed by it, which shall be included on the Purchase Order. Each party shall use the relevant Purchase Order number in all correspondence relating to each Purchase Order.
    3. The Company may, at any time prior to dispatch of the Products:
      1. cancel a Purchase Order and terminate the Contract by written notice to the Supplier, and in such circumstances the Company’s liability to the Supplier shall be limited to payment to the Supplier of reasonable costs directly incurred by the Supplier in fulfilling the Purchase Order up to the date of receipt of the notice of cancellation, save that where the cancellation results from the Supplier’s failure to comply with its obligations under the Contract, any delay in complying with its obligations under the Contract (including any delay in delivering the Products), or inability to fulfil the Purchase Order, the Company shall have no liability to the Supplier in respect of the cancellation; or
      2. amend a Purchase Order (including the Specification) by written notice to the Supplier, and the Supplier shall, promptly following receipt of any such notice of amendment, notify the Company of any changes to the price of the Products, the Specification, the Delivery Date and any other terms of the Contract which are necessary as a result of the requested amendments. If the Company accepts such changes, the Purchase Order shall be amended accordingly, but if the Company does not accept such changes, the Company may elect to continue with the Purchase Order unamended or to cancel the Purchase Order in accordance with Condition 2.3(a).
  2. Price and payment
    1. The price of the Products shall be the price set out in the Purchase Order.
    2. The price of the Products excludes amounts in respect of value added tax or equivalent sales tax (VAT), which the Company shall additionally be liable to pay to the Supplier (if applicable) at the prevailing rate, subject to the receipt of a valid VAT invoice.
    3. Unless otherwise set out in the Purchase Order or agreed by the parties in writing, the price of the Products shall include the costs of packaging and delivery of the Products (including the cost of carriage, insurance and import duties).
    4. Unless otherwise set out in the Purchase Order or agreed by the parties in writing, the Supplier shall be entitled to invoice the Company for the price of the Products on or at any time after completion of delivery of the Products in accordance with Condition 4.4. The Supplier shall submit all invoices by email to accounts@hunterprice.co.uk or by post to Accounts Department, Hunter Price International Limited, Devon Mill, Chapel Road, Oldham, OL8 4QJ. The Supplier shall ensure that each invoice includes a description of the Products (including Product numbers and quantity), the date of the Purchase Order, the Purchase Order number, the invoice number and the Supplier’s VAT registration number (if applicable).
    5. Unless otherwise set out in the Purchase Order or agreed by the parties in writing, the Company shall pay correctly rendered and undisputed invoices within 30 days of the end of the month in which the invoice was received. Payment shall be made to the bank account nominated in writing by the Supplier.
    6. If the Company fails to make any payment due to the Supplier under the Contract by the due date for payment, the Supplier reserves the right to charge interest on the overdue amount at the rate of 2% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until payment of the overdue amount. The parties agree that this represents a substantial remedy for late payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
    7. The Company may at any time, without limiting any other rights or remedies the Company may have, set-off any liability of the Supplier to the Company against any liability of the Company to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the same Contract, or withhold any sums payable to the Supplier where the Customer deems reasonable. If the liabilities to be set-off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off.  
  3. Delivery
    1. The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
    2. The Supplier shall either deliver the Products to the Delivery Point on the Delivery Date or make the Products available for collection from the Collection Point on the Delivery Date, as agreed by the parties in writing. Time is of the essence with respect to the Delivery Date.
    3. Each delivery of the Products must be accompanied by a delivery note which confirms: (a) the Purchase Order number; (b) the date of completion of the delivery; (c) the type and quantity of Products delivered; (d) which (if any) packaging materials the Supplier requires returning to it (any such returns shall be at the Supplier’s expense); and (e) where the Products are being delivered in instalments, the type and quantity of any Products specified in the Purchase Order remaining to be delivered.
    4. Unless otherwise agreed by the parties in writing, delivery of the Products shall be complete:
      1. in the case of delivery by the Supplier to the Delivery Point, when the Supplier has delivered the Products to the Delivery Point and the Products are ready for unloading; or
      2. in the case of collection by the Company from the Collection Point, when the Supplier has made the Products available for collection at the Collection Point and the Supplier has loaded the Products onto the Company’s vehicle.
    5. If the Supplier delivers greater than 5% more or less than the quantity of Products ordered, the Company may reject the Products and any rejected Products shall be returned to the Supplier at the Supplier’s cost and risk. If the Supplier delivers more or less than the quantity of the Products ordered, and the Company accepts the delivery, a pro rata adjustment shall be made to the invoice for the Products.
    6. The Supplier shall not deliver the Products in instalments without the Company’s prior written consent. Where it is agreed that the Products are to be delivered by instalments, they may be invoiced and paid for separately.
    7. If the Products are not delivered or made available for collection (as applicable) on the Delivery Date, then, without prejudice to any other rights or remedies of the Company, and whether or not it has accepted delivery or collection of the Products, the Company may: (a) terminate the relevant Contract with immediate effect on providing written notice to the Supplier; (b) reject the Products (in whole or in part) and return them to the Supplier at the Supplier’s cost and risk; and/or (c) claim damages for any costs, losses and/or expenses incurred by the Company which are in any way attributable to the Supplier’s failure to deliver the Products or to make the Products available for collection on the Delivery Date.
  4. Title and risk
    1. Title to the Products shall pass to the Company on the earlier of payment or completion of delivery to the Company in accordance with Condition 4.4.
    2. Risk in the Products shall pass to the Company on completion of delivery to the Company in accordance with Condition 4.4.
  5. Licences and consents
    1. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under each Contract (including for the manufacture and supply of the Products).
  6. Warranties
    1. The Supplier hereby warrants, represents and undertakes that:
      1. the Supplier has full legal and beneficial title to and is entitled to sell the Products;
      2. the Products do not and use of them shall not infringe the Intellectual Property Rights, moral rights or other proprietary rights of any third party; and
      3. on delivery, and for a period of 24 months after delivery (the Warranty Period), the Products shall: (i) comply in all respects with the Specification (if any); (ii) comply with any samples provided by the Supplier which have been tested and approved by the Company; (iii) conform with the Supplier’s description of the Products; (iv) be free from material defects in design, material and workmanship; (v) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended); and (vi) comply with all applicable statutory and regulatory requirements (including those relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products).
    2. If the Products do not comply with any or all of the warranties set out in Condition 7.1(c), then, without prejudice to any other rights or remedies of the Company, and whether or not it has accepted delivery or collection of the Products, the Company may (at its sole discretion) at any time during the Warranty Period: (a) terminate the relevant Contract with immediate effect on providing written notice to the Supplier; (b) reject the Products (in whole or in part) and return them to the Supplier at the Supplier’s cost and risk; (c) require the Supplier to repair or replace the rejected Products, or to provide a full refund of the price of the rejected Products; and/or (d) claim damages for any costs, losses and/or expenses incurred by the Company which are in any way attributable to non-conformity with any or all of the warranties set out in Condition 7.1(c) (including any costs incurred by the Company in obtaining substitute goods from a third party).
    3. This Condition 7 shall apply to any replacement Products supplied by the Supplier.
  7. Liability, indemnity and insurance
    1. Nothing in these Conditions shall limit or exclude either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.
    2. The Supplier shall indemnify the Company in full against all liabilities, costs, expenses, damages, fines, penalties and/or losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, and all other professional costs and expenses) suffered or incurred by or awarded against the Company and/or for which the Company may become liable, arising out of or in connection with:
      1. the Supplier’s breach or negligent performance or non-performance or delay in performance of a Contract, including any product liability claim relating to Products supplied by the Supplier;
      2. any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the supply or use of the Products, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
      3. any claim made against the Company by a third party for death, personal injury or damage to property arising out of or in connection with any defect in the Products (or part of them), to the extent that the defect is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
    3. The Supplier shall, at its own expense, carry product liability, public liability and comprehensive general liability insurance coverage for such cover as is appropriate for the Supplier’s potential liability in respect of the Products. The Supplier shall ensure that such insurance policies remain in effect throughout the duration of each Contract and for such period as is necessary to cover any potential claims which may arise under or in connection with each Contract, and shall supply the Company with a copy of such policies on request.
    4. This Condition 8 shall survive termination of each Contract for any reason.
  8. Audit
    1. The Supplier shall permit, and shall procure access for, the Company and its representatives at all reasonable times and on reasonable notice to enter the Supplier’s premises and access the Supplier’s personnel, systems and relevant records to examine and inspect the specification and quality of the Products and the methods, operations and processes used by the Supplier in manufacturing the Products to verify the Supplier’s compliance with the Contract (including the Specification) and any instructions, directions, policies or standards notified by the Company to the Supplier from time to time. The Supplier shall provide the Company and its representatives with all reasonable co-operation, access and assistance in relation to each such audit.  
  9. Consequences of termination
    1. Upon termination of a Contract (howsoever caused):
      1. if the Company has already paid for Products which it has not received, the Supplier shall promptly issue a full refund of such sums to the Company; 
      2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination, shall not be affected or prejudiced, and any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.  
  10. Intellectual Property Rights
    1. The Supplier acknowledges and agrees that all Intellectual Property Rights subsisting in and/or relating to the Products and the Specification (Company IP) vest in and shall remain the property of the Company and/or its licensors. 
    2. The Company grants to the Supplier a non-exclusive, limited and non-transferable licence to use the Company IP solely for the purpose of manufacturing the Products in accordance with the Specification and the terms of the Contract. The Supplier acknowledges and agrees that, save as expressly set out in these Conditions, it shall have no right to use or allow any other person to use the Company IP. 
  11. Confidentiality
    1. For the purposes of this Condition, the term Confidential Information means: all information, material and data (in any format) relating to or belonging to the disclosing party that is proprietary or which by its nature is clearly confidential (whether or not marked as confidential), including information concerning the disclosing party’s business, operations, affairs, financial information, customers, clients, suppliers, operations, processes, know-how, designs, trade secrets, services, products, software and price lists, but not including any information that: (i) is or becomes public knowledge other than by an act or omission of the receiving party; (ii) is or becomes available to the receiving party without an obligation of confidence from a third party having the legal right to disclose the information; or (iii) is already in the receiving party’s possession before disclosure without an obligation of confidence.  
    2. Each party (the receiving party) undertakes to keep as confidential all Confidential Information concerning the other party (the disclosing party) and to not use or disclose any such Confidential Information, except with the prior written consent of the disclosing party or strictly for the purposes of performing and/or exercising the receiving party’s rights and/or obligations under each Contract and/or seeking professional advice in respect of the same, and providing that any such disclosure is to the receiving party’s directors, officers, personnel, agents, subcontractors and/or professional advisors only and the receiving party shall remain responsible for the compliance by such persons with the confidentiality obligations set out in this Condition 12. This Condition 12 shall survive termination of each Contract for any reason. 
  12. Notices
    1. For the purposes of this Condition, the term Business Day means: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
    2. Any notice given to a party under or in connection with a Contract shall be in writing, addressed to that party at its registered office (or such other postal address or email address as notified by that party in accordance with this Condition), and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or by email. A notice shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in this Condition; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or (c) if sent by email, at 9:00am on the first Business Day after transmission (provided that no delivery failure notification is received by the sender). This Condition 13 does not apply to the service of any proceedings or other documents in any legal action. 
  13. Anti-bribery and modern slavery
    1. The Supplier shall:
      1. comply with all applicable laws and regulations relating to anti-bribery, anti-corruption and modern slavery, including without limitation the Bribery Act 2010 and the Modern Slavery Act 2015 (Relevant Requirements);
      2. have and shall maintain in place throughout the term of each Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
      3. not engage in any activity, practice or conduct which would constitute an offence under:
        1. sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom; and/or
        2. sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in the United Kingdom; and
      4. not commit any act or omission that will cause the Company to be in breach of the Relevant Requirements.
    2. The Supplier shall ensure that any person associated with it who is performing services or providing goods in connection with any Contract does so only on the basis of a written contract which imposes on such persons terms equivalent to those imposed on the Supplier in this Condition 14 and the Supplier shall be responsible for the observance and performance by such persons of such terms, and shall be directly liable to the Company for any breach by such persons of such terms.
    3. For the purposes of this Condition 14, a person associated with the Supplier includes any agent, supplier or subcontractor of the Supplier.
  14. General
    1. A reference to a statute or statutory provision is a reference to legislation in force in England as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. A reference to writing includes email but not fax. References to Conditions are to the conditions of these Conditions. Any words following the terms includeincluding, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. The headings in these Conditions are for ease of reference only and shall not affect their interpretation.
    2. In the event of any conflict between these Conditions and the Purchase Order, the Purchase Order shall prevail.
    3. Nothing in these Conditions or any Contract shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee between the parties. Neither party shall have the authority to, and shall not hold itself out as being authorised to, bind the other party in any way, and shall not do any act which might reasonably create the impression that it is so authorised.
    4. If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification shall not affect the validity and enforceability of the rest of the Contract.
    5. No failure or delay to exercise (or to exercise in full) any right or remedy shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    6. Each Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    7. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Contract.
    8. The Company may at any time, without the consent of the Supplier, assign, transfer, subcontract or otherwise deal in any manner with all or any of its rights or obligations under a Contract. The Supplier shall not assign, transfer, subcontract or otherwise deal in any manner with any or all of its rights and obligations under a Contract without the prior written consent of the Company.
    9. A person who is not a party to a Contract shall have no rights under it.
    10. No variation to these Conditions shall be effective unless agreed in writing by the Company.
  15. Governing law and jurisdiction
    1. These Conditions and each Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions and any Contract, their subject matter or formation.

These Conditions were last updated in January 2023.

 

Terms and Conditions of Sale

 

These terms and conditions (these Conditions) are the terms on which HUNTER PRICE INTERNATIONAL LIMITED (company number 06932457) (Company) sells Products (as defined below) to business customers. These Conditions supersede all other terms and conditions previously used by the Company in connection with the subject matter of these Conditions, and apply to the exclusion of any terms and conditions which the Buyer (as defined below) purports to apply under any other document or which are implied by trade, custom, practice or course of dealing.

The Company may amend these Conditions from time to time by written notice to the Buyer, and the amended Conditions shall apply to Contracts formed after the date of such written notice to the Buyer.

  1. Defined terms
    1. In these Conditions, the following words have the following meanings:

Buyer: the business, firm, company, organisation or other entity who places an Order for the Products.

Collection Point: the location from where the Products are to be collected by the Buyer, as notified by the Company to the Buyer or otherwise agreed by the parties in writing.

Contract: the contract between the Company and the Buyer for the sale and purchase of the Products in accordance with these Conditions.

Delivery Date: the date for delivery or collection of the Products, as notified by the Company to the Buyer or otherwise agreed by the parties in writing.

Delivery Point: the location to which the Products are to be delivered by the Company, as notified by the Company to the Buyer or otherwise agreed by the parties in writing.

Force Majeure Event: any act, event, omission or accident beyond the reasonable control of the Company, including but not limited to any of the following: flood, earthquake, storm or other adverse weather conditions or natural disaster; war, threat of or preparation for war or armed conflict; imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination; sonic boom; compliance with applicable laws; any change in law or other action taken by a government or public authority; epidemic or pandemic; fire or explosion; collapse of building structures, failure of plant, machinery, computers or vehicles; any labour dispute, including but not limited to strikes, industrial action and lockouts (whether or not involving the workforce of the Company); delay or non-performance by suppliers or subcontractors; third party building works; and the interruption or failure of a transport network or utility service, including but not limited to the internet, electric power, gas or water supply.

Products: the Products described in the Order.

Order: an order for Products submitted by the Buyer and accepted by the Company in accordance with Condition 2.2.

Specification: means the specification for the Products that is provided by the Company or otherwise agreed by the parties in writing, as may be amended pursuant to Condition 7.1.

  1. Orders
    1. Each Order submitted by the Buyer constitutes an offer by the Buyer to purchase the Products in accordance with these Conditions, and to the exclusion of any other terms that the Buyer may seek to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing. The Buyer is responsible for ensuring that each Order is accurate and complete.
    2. Each Order shall only be deemed to be accepted by the Company once the Company has confirmed acceptance of the Order in writing (Order Confirmation), at which point the Contract shall come into existence. The Company reserves the right to reject any Order (in part or in whole) for any reason. 
    3. If the Company is unable to satisfy an Order (or any part of an Order) at any time (including after issuing an Order Confirmation), for any reason (including due to a Force Majeure Event), it will inform the Buyer as soon as practicable, and the Company may, in its sole discretion, either remove the affected Products from the Order and the price payable by the Buyer for the Order shall be amended accordingly, or cancel the Order. If the Buyer has already paid for the affected Products, the Company will issue a refund to the Buyer for the full amount paid for the affected Products. Except as set out in this Condition 2.3, the Company shall have no liability to the Buyer in respect of any amendment or cancellation of an Order. 
    4. The Buyer may not cancel or make any amendments to an Order after the Company has issued an Order Confirmation for the Order unless expressly agreed in writing by the Company.
    5. Any samples, photographs, illustrations, statements, descriptions and advertising of the Products provided by the Company (whether on the Company’s website, in the Company’s catalogues and brochures or otherwise) are produced for the sole purpose of giving an approximate idea of the Products. Save as expressly set out in these conditions, such literature shall not form part of the Contract nor have any contractual force.
    6. Any quotation for the Products or other document addressed to the Buyer by the Company is not an offer to supply the Products and shall not form part of the Contract. A quotation shall only be valid for a period of 30 days from its date of issue, unless otherwise agreed in writing by the Company.
  2. Price and payment
    1. The price of the Products shall be the price set out in the Company’s quotation for the Products.
    2. The Company may, by giving notice to the Buyer at any time prior to the Delivery Date, increase the price of the Products to reflect any increase in the cost of the Products that is due to: (a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Buyer to change the Specification, Delivery Date, quantity or type of Products; or (c) the Buyer’s failure to provide adequate, timely or accurate information or instructions.
    3. The price of the Products excludes amounts in respect of any value added tax or equivalent sales tax (VAT), which the Buyer shall additionally be liable to pay to the Company (if applicable) at the prevailing rate.
    4. Unless otherwise agreed in writing by the Company, the price of the Products excludes the costs of delivery of the Products (including the cost of carriage, insurance and import duties), which may be invoiced to the Buyer at the same time as the price of the Products.
    5. Subject to Condition 3.6, the Company shall invoice the Buyer for the Products on or at any time after completion of delivery in accordance with Condition 4.1, and (unless otherwise agreed in writing by the Company or specified on the invoice) the Buyer shall pay such invoice in full and cleared funds within 30 days of the date of the invoice.
    6. The Company may, in its sole discretion, require full or part payment of the price of the Products in advance of delivery or collection of the Products (as applicable). In such circumstances, the Company shall issue a pro-forma invoice to the Buyer, and the Buyer shall pay such invoice in full and cleared funds prior to dispatch of the Products in accordance with the payment terms set out on the invoice or otherwise notified to the Buyer by the Company in writing.
    7. Payment of each invoice submitted by the Company shall be made by the Buyer in the currency and to the bank account specified on the invoice. In the event that the Buyer makes payment of an invoice in a different currency or to a different bank account than that specified on the invoice, and, as a result, the Company incurs costs, charges and/or expenses to convert the payment into the correct currency or to transfer the payment to the correct bank account, then the Buyer shall, on request from the Company, reimburse the Company such costs, charges and/or expenses incurred.
    8. The Buyer shall supply such remittance advice with each payment as the Company may direct from time to time (including reference and/or invoice numbers).
    9. Without limiting any other rights or remedies the Company may have, if the Buyer fails to make any payment due to the Company under the Contract by the due date for payment, then, the Company may: (a) suspend the supply of the Products until such sum is paid; (b) if such sum remains outstanding for 14 days after the due date for payment, terminate the Contract with immediate effect by giving written notice to the Buyer; (c) charge interest in respect of the overdue amount on a daily basis from the due date until payment of the overdue amount, whether before or after judgment, at the rate of 4% per annum above the Bank of England’s base rate from time to time; and/or (d) recover from the Buyer any fees incurred by the Company (including debt recovery agency fees, legal fees and court costs) in recovering the overdue amount.
    10. The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). If any deduction or withholding is required by law, the Buyer shall increase the sum it pays to the Company by the amount necessary to leave the Company with an amount equal to the sum it would have received if no such deduction or withholding had been made.
  3. Delivery
    1. The Company shall either deliver the Products to the Delivery Point or make the Products available for collection from the Collection Point, on the Delivery Date, as notified by the Company to the Buyer or otherwise agreed by the parties in writing. Delivery of the Products shall be complete:
      1. in the case of delivery by the Company to the Delivery Point, when the Company has delivered the Products to the Delivery Point and the Products are ready for unloading; or
      2. in the case of collection by the Buyer from the Collection Point, when the Company has made the Products available for collection at the Collection Point and the Company has loaded the Products on to the Buyer’s vehicle.

When the Company delivers the Products to the Delivery Point, the Buyer shall be responsible for unloading the Products at the Delivery Point.

  1. The Delivery Date is approximate only, and the time of delivery or making the Products available for collection is not of the essence. The Buyer shall not be entitled to reject any Products as a result of any delay in the Company delivering the Products or making the Products available for collection. 
  2. The Company shall not be liable for any delay in supplying the Products that is caused by the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply or delivery of the Products.
  3. Subject to Condition 4.3, if the Company fails to supply the Products, its liability shall be limited to a refund of any sums paid in advance by the Buyer for the Products not received. 
  4. If the Buyer fails to accept delivery of the Products or to collect the Products (as applicable) on the Delivery Date, then, except where such failure or delay is caused by the Company’s failure to comply with its obligations under the Contract in respect of the Products:
    1. the Company may charge the Buyer a holding fee (including all transit, storage and waiting time costs) and any other loss, damage and expenses incurred by the Company arising from such failure;
    2. delivery or collection of the Products (as applicable) shall be deemed to have been completed at 9.00 am on the Delivery Date; and
    3. if the Products have not actually been delivered or collected (as applicable) within 10 days of such Delivery Date, the Company shall have the right to re-sell or otherwise dispose of the Products. 
  5. The Company may deliver the Products or make the Products available for collection in instalments. Each instalment shall constitute a separate contract and shall be invoiced and paid for separately.
  6. If the Company delivers up to and including 5% more or less than the quantity of Products ordered, the Company will have fulfilled its contractual obligations in respect of the delivery of the Order and the Buyer may not reject the delivery. If the Company delivers more than the quantity of Products ordered, the Company shall be entitled to charge the Buyer for the actual quantity of Products delivered. If the Company delivers less than the quantity of Products ordered, then, providing the Buyer notifies the Company that the incorrect quantity of Products has been delivered within seven days of the date of delivery or collection (as applicable), and subject to the Company receiving any evidence reasonably requested by the Company, the Company shall make a pro rata adjustment to the invoice for the Products delivered.
  7. Title and risk
    1. For the purposes of this Condition, the term Insolvency Event means, in respect of a party, that: (a) it suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (b) it enters into a composition, compromise or arrangement to reschedule or restructure its indebtedness with or for the benefit of its creditors; (c) it compulsorily or voluntarily enters into liquidation (except for the purpose of a bona fide reconstruction or amalgamation); (d) it obtains or takes steps to obtain a moratorium within the meaning of section 1 of the Corporate Insolvency or Governance Act 2020; (e) an administrator, receiver, liquidator or manager is appointed over the whole, or a substantial part, of its undertaking or assets; (f) it ceases or threatens to suspend or cease carrying on all or a substantial part of its business; (g) a resolution is made or a notice is filed in connection with its winding up or dissolution; (h) any steps or action are taken in preparation for any of the aforementioned events; or (i) any event occurs or proceeding is taken with respect to it in any jurisdiction (including in the UK) to which it is subject that has an effect equivalent or similar to any of the aforementioned events.
    2. Risk in the Products shall pass to the Buyer upon completion of delivery in accordance with Condition 4.1.
    3. Title to the Products shall not pass to the Buyer until the earlier of: (a) receipt of full payment, in cleared funds, for the Products, in which case title shall pass at the time of payment; (b) use or sale of the Products by the Buyer, in which case title shall pass at the time specified in Condition 5.5; or (c) the date notified to the Buyer by the Company in writing.
    4. Until title to the Products passes to the Buyer, the Buyer shall: (a) store the Products separately from all other goods held by the Buyer so that they remain readily identifiable as the Company’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products; (c) not encumber, charge or grant security over the Products; (d) notify the Company immediately if the Buyer becomes subject to an Insolvency Event; (e) ensure that the Products are stored appropriately and kept in a good condition; (f) keep the Products insured against all risks for their full price from the date of delivery or collection (as applicable); (g) provide such information relating to the Products as the Company may reasonably require from time to time; (h) at the Company’s request, deliver up all Products in the Buyer’s possession; and (i) permit the Company, and grant the Company an irrevocable licence, to enter any premises where the Products are stored (at any time and without notice) to inspect and/or repossess the Products.
    5. Subject to Condition 5.6, the Buyer may use or resell the Products in the ordinary course of its business (but not otherwise) before title passes, however, if it does so: (a) it shall act as principal and not as the Company’s agent; and (b) title to the relevant Products shall pass to the Buyer immediately before the relevant use or sale.
    6. If before title passes to the Buyer, the Buyer becomes subject to an Insolvency Event, then, without limiting any other right or remedy to which the Company is entitled, the Buyer’s right to use or sell the Products in the ordinary course of business ceases immediately and the Company may at any time: (i) require the Buyer to deliver up all Products in its possession; and (ii) enter any premises where the Products are stored and recover them. 
  8. Import licences
    1. The Buyer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by the Company, the Buyer shall make those licences and consents available to the Company prior to the relevant shipment.
  9. Specification and warranty
    1. The Buyer acknowledges and agrees that the Company may amend the Specification if required by, or to comply with, any application law or regulation. The Company shall notify the Buyer in writing as soon as reasonably practicable of any such changes to the Specification.
    2. The Company warrants that on completion of delivery in accordance with Condition 4.1, the Products shall: (a) be free from material defects in design, material and workmanship; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and (c) comply in all material respects with the Specification (if any).
    3. If the Buyer considers that any of the Products do not comply with the warranty set out in Condition 7.2 (Non-Confirming Products), the Buyer shall:
      1. as soon as practicable, and in any event within seven days of receipt of the Non-Confirming Products, notify the Company in writing, providing details of the relevant Order and a description of the Non-Confirming Products and the relevant defect(s); and
      2. if requested by the Company and at the Buyer’s cost, return the Non-Confirming Products to the Company within the timeframe and in accordance with any instructions specified by the Company and/or send images of the Non-Confirming Products to the Company; and
      3. provide the Company with a reasonably opportunity to examine the Non-Confirming Products.
    4. Following inspection of the Non-Conforming Products returned to the Company under Condition 7.3(b), if the Company determines (in its sole discretion) that the Non-Confirming Products do not comply with the warranty set out in Condition 7.2, the Company shall, at its option, replace or repair the relevant Products (at the Company’s cost) or issue a full refund of the price paid by the Buyer for the Non-Conforming Products, and the Company shall reimburse the delivery costs incurred by the Buyer in accordance with Condition 7.3(b).
    5. The Company shall not be liable for non-compliance with the warranty set out in Condition 7.2 if:
      1. the Buyer has not complied with Condition 7.3;
      2. the Buyer makes any further use of the Non-Conforming Products after giving notice in accordance with Condition 7.3(a);
      3. the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same; 
      4. the defect arises as a result of the Company following any drawing, design, specification or instructions supplied by the Buyer;
      5. the Buyer alters or repairs such Products without the written consent of the Company; or
      6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
    6. Except as provided in this Condition 7, the Company shall have no liability to the Buyer in respect of the Products’ failure to comply with the warranty set out in Condition 7.2.
    7. It shall be the Buyer’s sole responsibility to inspect the Products prior to using or selling them, and the Company shall have no liability to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any claims arising out of the use of the Products by the Buyer or any third party.
    8. The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  10. Liability
    1. Nothing in these Conditions shall limit or exclude the Company’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded. 
    2. Subject to Condition 8.1, in respect of each Contract: 
      1. the Company shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, for any: (i) loss of profits; (ii) loss of anticipated savings; (iii) loss of opportunity; (iv) loss of or damage to goodwill; (v) loss of or corruption of data; or (vi) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, in each case howsoever arising under or in connection with the supply of the Products and/or the Contract; and 
      2. the Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the supply of the Products and/or the Contract, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall in no circumstances exceed the price paid for the Products.
  11. Force majeure
    1. The Company shall not be in breach of these Conditions nor liable for any delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure is due to a Force Majeure Event. If the Company is affected by a Force Majeure Event, the Company shall notify the Buyer in writing as soon as reasonably practicable and the time for performance of the Company’s obligations under the Contract shall be extended for the duration of the Force Majeure Event. 
  12. Consequences of termination
    1. Upon termination of a Contract (howsoever caused):
      1. all invoices shall become immediately due and payable by the Buyer, together with any applicable interest, and, in respect of any Orders not yet invoiced, the Company may raise an invoice for such Order and such sums shall become immediately payable;
      2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination, shall not be affected or prejudiced, and any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.  
  13. Intellectual Property Rights
    1. The Buyer acknowledges and agrees that all copyright, design rights, trade marks and other intellectual property rights subsisting in and/or relating to the Products and the Specification vest in and shall remain the property of the Company and/or its licensors.
    2. Nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Buyer in relation to the Company’s intellectual property rights. Any use of the Company’s intellectual property rights by the Buyer is subject to the prior written permission of the Company.
  14. Confidentiality
    1. For the purposes of this Condition, the term Confidential Information shall mean: all information, material and data (in any format) relating to or belonging to the disclosing party that is proprietary or which by its nature is clearly confidential (whether or not marked as confidential), including information concerning the disclosing party’s business, operations, affairs, financial information, customers, clients, suppliers, operations, processes, know-how, designs, trade secrets, services, products, software and price lists, but not including any information that: (i) is or becomes public knowledge other than by an act or omission of the receiving party; (ii) is or becomes available to the receiving party without an obligation of confidence from a third party having the legal right to disclose the information; or (iii) is already in the receiving party’s possession before disclosure without an obligation of confidence.  
    2. Each party (the receiving party) undertakes to keep as confidential all Confidential Information concerning the other party (the disclosing party) and to not use or disclose any such Confidential Information, except with the prior written consent of the disclosing party or strictly for the purposes of performing and/or exercising the receiving party’s rights and/or obligations under each Contract and/or seeking professional advice in respect of the same, and providing that any such disclosure is to the receiving party’s directors, officers, personnel, agents, subcontractors and/or professional advisors only and the receiving party shall remain responsible for the compliance by such persons with the confidentiality obligations set out in this Condition 12. This Condition 12 shall survive termination of each Contract for any reason.
  15. Notices
    1. For the purposes of this Condition, the term Business Day means: day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
    2. Any notice given to a party under or in connection with a Contract shall be in writing, addressed to that party at its registered office (or such other postal address or email address as notified by that party in accordance with this Condition), and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or by email. A notice shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in this Condition; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or (c) if sent by email, at 9:00am on the first Business Day after transmission (provided that no delivery failure notification is received by the sender). This Condition 13 does not apply to the service of any proceedings or other documents in any legal action.
  16. General
    1. A reference to a statute or statutory provision is a reference to legislation in force in England as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. A reference to writing includes email but not fax. References to Conditions are to the conditions of these Conditions. Any words following the terms include, includingin particularfor example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. The headings in these Conditions are for ease of reference only and shall not affect their interpretation.
    2. Nothing in these Conditions or any Contract shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee between the parties. Neither party shall have the authority to, and shall not hold itself out as being authorised to, bind the other party in any way, and shall not do any act which might reasonably create the impression that it is so authorised.
    3. If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification shall not affect the validity and enforceability of the rest of the Contract.
    4. No failure or delay to exercise (or to exercise in full) any right or remedy shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    5. Each Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    6. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Contract.
    7. The Company may at any time, without the consent of the Buyer, assign, transfer, subcontract or otherwise deal in any manner with all or any of its rights or obligations under a Contract. The Buyer shall not assign, transfer, subcontract or otherwise deal in any manner with any or all of its rights and obligations under a Contract without the prior written consent of the Company.
    8. A person who is not a party to a Contract shall have no rights under it.
    9. No variation to these Conditions shall be effective unless agreed in writing by the Company.
  17. Governing law and jurisdiction
    1. These Conditions and each Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions and any Contract, their subject matter or formation.

These Conditions were last updated in January 2023.