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Terms and conditions
1. Interpretation
1.1 In these Conditions the following words shall have the following meanings: “Buyer” The person, firm or company who purchases the Goods from Company. “Company” HQ Hygiene Supplies. “Conditions” The standard terms and conditions of sale set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between Company and Buyer. “Contract” The contract between Company and Buyer for the sale and purchase of the Goods, incorporating these Conditions. “Goods” Any goods agreed in the Contract to be supplied to Buyer by Company (including any part or parts of them). 1.2 Words in the singular include the plural and vice versa.
2. Application of Conditions
2.1 These Conditions cancel and supersede any earlier conditions of sale of Company and shall govern the Contract to the exclusion of any terms or conditions which Buyer purports to apply under any purchase order, confirmation of order, specification or other document and Buyer waives any right which it might have to rely on such terms or conditions. 2.2 No variation to these Conditions or any representation about the Goods shall have effect unless expressly agreed in writing and signed by a duly authorised representative of Company. 2.3 Each order for Goods by Buyer from Company shall be deemed to be an offer by Buyer to purchase Goods subject to these Conditions. 2.4 No order placed by Buyer shall be deemed to be accepted by Company until Company has confirmed acceptance of the order or (if earlier) Company delivers the Goods to Buyer. 2.5 Buyer shall ensure that the terms of its order are complete and accurate. 2.6 Any quotation is given on the basis that no contract will come into existence until Company has confirmed acceptance of Buyer’s order or (if earlier) delivers the Goods. Any quotation is valid for a period of 30 days only from its date, provided that Company has not previously withdrawn it.
3. Description
3.1 All samples, drawings, descriptive matter, specifications and advertising issued by Company and any descriptions or illustrations contained in Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and Company shall be entitled to correct any error without any liability to Buyer. 3.2 The sale of the Goods shall not be a sale by sample.
4. Delivery
4.1 Unless otherwise agreed in writing by Company, delivery of the Goods shall be by Company delivering. or arranging delivery of the Goods to Buyer’s place of business. 4.2 Any date specified by Company for delivery of the Goods is an estimate only and time for delivery shall not be made of the essence by notice. If no date has been so specified, delivery will be within a reasonable time. 4.3 Subject to the other provisions of these Conditions, Company shall not be liable for any loss (including but not limited to loss of profit and consequential loss) , costs, damages, charge or expenses caused directly or indirectly by any delay in the delivery of the Goods nor will any delay entitle Buyer to terminate or rescind the Contract. 4.4 If for any reason Buyer will not accept delivery of any of the Goods when they are ready for delivery, or Company is unable to deliver the Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations, risk in the Goods will pass to Buyer and Company may store the Goods until actual delivery and Buyer will be liable for all related costs and expenses (including without limitation storage and insurance) . 4.5 Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 4.6 Each instalment shall be a separate Contract and no cancellation or termination of anyone Contract relating to an instalment shall entitle Buyer to repudiate or cancel any other contract or instalment.
5. Shortfalls and Non-Delivery
5.1 The quantity of any consignment of Goods as recorded by Company upon despatch from Company’s place of business shall be conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. 5.2 Company shall not be liable for any non-delivery of Goods unless written notice is given to Company within 3 working days of the estimated date of delivery supplied by Company. 5.3 Company shall not be liable for any shortfall in the delivery of Goods unless written notice is given to Company within 3 working days of delivery. 5.4 Any liability of Company for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. 5.5 In the event of any damages and/or short deliveries then production of signed and agreed documentation shall form the basis of any claim on which the Buyer may seek to rely 5.6 Any liability of Company for any shortfall in the delivery of the Goods shall be limited to making up the shortfall within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. Price
6.1 Unless otherwise agreed in writing by Company, the price for the Goods shall be the price set out in the price list issued to Buyer in force at the date of acceptance of Buyer’s order. 6.2 The price for the Goods shall be exclusive of: 6.2.1 Value added tax; and 6.2.2 Company’s charges for delivery (where applicable) which sums Buyer shall pay in addition as appropriate when it is due to pay for the Goods. 6.3 Company shall be entitled at any time prior to delivery of the Goods to increase Company’s price or charges for delivering the Goods to reflect any increase in fuel costs to Company of delivering the Goods. 6.4 The Company bases its quotations and the Price on costs prevailing at the time when they are given or agreed. The Company shall be entitled at any time prior to delivery to increase the Price of the Goods to reflect any increase in the cost to the Company which is due to factors occurring after the making of the Contract of Sale which are beyond our reasonable control (including, without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs) passed on by the Supplier to the Company.
7. Payment
7.1 Subject to Condition 7.2, payment of the price for the Goods and any other charges is due in pounds sterling no later within 30 days of Company’s invoice. Time for payment shall be of the essence. No payment shall be deemed to have been received until Company has received cleared funds. 7.2 All sums payable to Company under the Contract shall become due immediately upon termination of the Contract despite any other provision. 7.3 Buyer shall make all payments due under the Contract without any deduction by way of set-off, counterclaim, discount, and abatement or otherwise. 7.4 If Buyer fails to pay Company any sum due pursuant to the Contract Buyer will be liable to pay interest to Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Company’s bankers accruing on a daily basis until payment is made, whether before or after any judgment or in the alternative the Company reserves the right to rely on the Late Payment Commercial Debts (Interest) Act 1998 as amended in 2002 which provides for interest to be charged at 8% above base lending rate together with such legal costs as are incurred in the recovery of outstanding sums due and owing to the Company. 7.5.1 The Company shall have a right of set-off and the Buyer hereby authorises the Company to apply any money owed by the Company to the Buyer against any monies which may be due from the Buyer to the Company.
8. Risk and Ownership
8.1 The Goods shall be at the risk of Buyer from the time of delivery. 8.2 Ownership of the Goods shall not pass to Buyer until Company has received in full in cash or cleared funds: 8.2.1 All sums payable in respect of the Goods; and 8.2.2 All other sums which are or which become payable to Company from Buyer on any account including any interest on such sums. 8.3 Until ownership of the Goods has passed to Buyer, Buyer shall: 8.3.1 Hold the Goods on a fiduciary basis as Company’s bailee; 8.3.2 Store the Goods (at no cost to Company) separately to other goods of Buyer or any third party in a way that they remain readily identifiable as Company’s property; 8.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and 8.3.4 Maintain the Goods in satisfactory condition insured for their full price against all risks and hold the proceeds of insurance on trust for Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 8.4 Buyer may resell the Goods before ownership has passed to it solely on the condition that any sale shall be on Buyer’s own behalf in the ordinary course of Buyer’s business at full market value and Buyer shall deal as principal when making such sale. 8.5 Buyer’s right to possession of the Goods shall terminate immediately and all sums shall become due and payable immediately if: 8.5.1 Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of creditors or enters into liquidation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of Buyer or notice of intention to appoint an administrator is given by Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented for the winding up of Buyer or for the granting of an administration order in respect of Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of Buyer; or 8.5.2 Buyer encumbers or in any way charges any of the Goods or suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it. or fails to observe or perform any of its obligations under the Contract or any other contract between Company and Buyer, or is unable to pay its debts or Buyer ceases to trade. 8.6 Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Company. 8.6.1 Any products specifically held by the Company for the Buyer which remain on stock at the termination of trading will remain the responsibility of and will be charged to the Buyer. 8.7 Buyer grants Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where Buyer’s right to possession has terminated, to recover them. 8.8 Where Company is unable to determine whether any Goods are the goods in respect of which Buyer’s right to possession has terminated, Buyer shall be deemed to have sold all goods of the kind sold by Company to Buyer in the order in which they were invoiced to Buyer. 8.9 On termination of the Contract, howsoever caused, Company’s (but not Buyer’s) rights contained in this Condition 8 shall remain in effect.
9. Warranty
9.1 Company warrants (subject to the other provisions of these Conditions) that upon delivery the Goods will comply with Company’s specification for the Goods. 9.2 Company shall not be liable for a breach of the warranty in condition 9.1 unless: 9.2.1 Buyer gives written notice of any defect to Company within 5 working days of delivery; and 9.2.2 Company is given a reasonable opportunity of examining the Goods and Buyer (if asked to do so by Company) returns the Goods to Company’s place of business for the examination to take place there. 9.3 Company shall not be liable for a breach of the warranty in condition 9.1 if: 9.3.1 Buyer makes any further use of the Goods after giving notice of any defect; 9.3.2 The defect arises because Buyer failed to follow Company’s instructions as to the storage or use of the Goods or good trade practice; or 9.3.3 Buyer alters or repairs the Goods without the prior written consent of Company. 9.4 Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with the warranty in condition 9.1 Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate and shall have no further liability for breach of the warranty in condition 9.1 in respect of such Goods. If Company so requests, Buyer shall, at Company’s reasonable expense, return the Goods or the parts of such Goods which are defective to Company.
10. Limitation of Liability
10.1 Subject to conditions 4, 5 and 9, the following provisions set out the entire liability of Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Buyer in respect of any: 10.1.1 Breach of these Conditions; 10.1.2 Use made or resale py Buyer of any of the Goods, or of any product incorporating the Goods; and 10.1.3 Representation, statement or tortious act or omiSSion, including negligence, arising under or in connection with the Contract. 10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 10.3 Nothing in these Conditions excludes or limits the liability of Company: 10.3.1 For death or personal injury caused by Company’s negligence; 10.3.2 Under section 2(3) of the Consumer Protection Act 1987; 10.3.3 For any matter which it would be illegal for Company to exclude or attempt to exclude its liability; or 10.3.4 For fraud or fraudulent misrepresentation. BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4 10.4 Subject to conditions 10.2 and 10.3: 10.4.1 Company shall not be liable to Buyer for any pure economic loss, loss of profit, goodwill, business opportunity or production downtime or any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract; and 10.4.2 Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Goods the subject of the claim.
11. Events beyond Company’s control
11 .1 Company reserves the right to defer the date of delivery or to cancel the Contract or to reduce the volume of the Goods ordered by Buyer (without liability to Buyer) if Company is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Company including, without limitation, acts of God, governmental actions, war, national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that if the event in question continues for a continuous period in excess of 60 days, Buyer shall be entitled to give notice in writing to Company to terminate the Contract.
12. General
12.1 Buyer shall not assign the Contract or any part of it without the prior written consent of Company. 12.2 Company shall be entitled to assign the Contract or any part of it to any person, firm or company. 12.3 Buyer shall not use Company’s name, logo or other intellectual property rights in advertising or publicity without Company’s prior written consent. 12.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 12.5 Failure or delay by Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. 12.6 Any waiver by Company of any breach of. or any default under, any provision of the Contract by Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. 12.7 Each right or remedy of Company under the Contract is without prejudice to any other right or remedy of Company whether under the Contract or not. 12.8 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. 12.9 Subject to Conditions 12.1 and 12.2, nothing in these Conditions confers on any third party any benefit or any right to enforce any of these Conditions. 12.10 Nothing in the Cdntract excludes the statutory rights of consumers. 12.11 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the jurisdiction of the English courts.
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HQ Hygiene Supplies
Company reg 5812429
VAT Reg GB 875404705
