(1) The contract shall only be concluded when HansonPH (the seller) despatches an acknowledgement of order to the buyer. Any quotation given to the buyer (whatever form the same may be expressed) is given subject to these conditions and does not constitute an offer to sell any goods to the buyer.
(2) These conditions (with such special conditions as endorsed upon the face hereof) are the only conditions upon which the seller is prepared to deal with the buyer and they shall govern this contract to the entire exclusion of any other express or implied conditions. They may only be modified by a variation expressed in writing and signed on behalf of the seller by a Director or the Secretary.
- PRICE AND ESCALATION
(1) The price of each consignment of goods shall be that expressed on the face hereof. Unless this is expressly shown to include Vat all prices are subject to VAT (where applicable.
(2) The price on the face hereof is based on the cost of producing or acquiring the goods (including but not limited to the costs of labour, raw materials, transport and overheads). The seller reserves the right by notice to the buyer to increase the price so expressed in the event of increases in any of the aforegoing costs between the date of the face hereof and the date on which any consignment of the goods is delivered to the buyer in the event of any dispute arising as to such increased price is caused directly by specified increased costs incurred by the seller shall be final and binding to the buyer.
(1) Unless the seller otherwise agrees payment will be made by the buyer for each consignment of the goods not later than the 30th day from the date of the sellers invoice for such consignment.
(2) If any payment that is to be made hereunder by the buyer to the seller is overdue, interest will be chargeable thereon after as well as before judgement at a daily rate equivalent to an annual rate of 2% above the Lloyds TSB plc base rate from time to time applicable, until the sum is due is paid.
(3) So long as any sums owed by the buyer to the seller (whether under this contract or not) are outstanding, the seller shall be entitled to cease work from this contract and to suspend any deliveries of goods.
(4) If at any time the credit standing of the buyer has in the opinion of the seller been impaired the seller may refuse delivery of any goods and refuse to continue work under contract until arrangements as to payment or credit have been established which are satisfactory to the seller.
(1) Unless otherwise agreed delivery of each consignment of the goods shall be made to the place and in the manner designated by the buyer when placing the order.
(2) Unless otherwise agreed the price quoted for the goods by the seller shall be inclusive of the costs of packaging and delivering the same. Such charges shall include the cost of freight and insurance and the sellers handling charge.
(3) Unless otherwise expressly agreed in writing with the buyer any delivery times specified by the seller in its quotation or otherwise are business estimates only and the seller will not be liable for any loss or damage sustained by the buyer as a result of the sellers failure to comply with the delivery times.
The seller shall be entitled to store the goods at their own premises or elsewhere if the buyer (a) fails to take delivery of the goods or (b) is guilty of any act of omission which precludes the seller from despatching the goods and the seller will be entitled to recover the costs therefore (including the cost of any insurance of the goods) from the buyer.
(1) The seller may agree for a separate charge to install goods at the premises of the buyer or elsewhere, if they do so then:
(a) The seller shall be under no liability whatsoever for any loss or damage whatsoever whether direct or consequential and howsoever caused to the customer or to any third party during or as a result of or in connection with the installation and
(b) The buyer shall indemnify the seller against any loss or damage caused to the seller (including any liability which the same may incur to any other person) during or as a result of or in connection with the installation.
(2) For the avoidance of doubt it is expressly declared that notwithstanding that the seller has undertaken to install the goods, the goods shall be treated as delivered to the buyer, when the same are presented by the seller at such place as the buyer shall have nominated.
- PASSING OF RISK
(1) In the event that the goods are to be delivered by the seller to a place nominated by the buyer the risk therein shall pass to the buyer when they are tendered for delivery at that place.
(2) In the event that the goods are going to be collected by the buyer from the sellers works the risk therein shall pass to the buyer when they are loaded onto the buyers vehicle or onto the vehicle of his carrier or other agent or at such time as they are available for loading onto that vehicle and would have been loaded onto it had the buyer duly collected them.
- RESERVATION OF TITLE
(1) Risk of loss or damage to the products which are subject to this contract (the product) shall pass to the buyer from the time of delivery.
(2) The property in the products shall not pass to the buyer until the whole of the purchase price owing for the goods which have been delivered under the relevant contract
(the price) has been paid, and until payment the buyer will hold the products to the order of the seller. The products so held are subsequently in this clause called ‘the said products’. If retention of title is being considered, an all monies clause will come into force. This means that Hanson PH Ltd will be owed for all goods held by the buyer, regardless of which invoices these goods were originally on.
(3) The whole of the price shall not be treated as paid until any cheque or cheques or other instrument of payment for the whole amount thereof given by or on behalf of the buyer has been met on presentation or otherwise honoured in accordance with its terms.
(4) If the buyer shall sell, supply, incorporate in manufacture, or otherwise dispose of the said products the buyer shall hold on trust for the seller (and if so requested by the seller place in a separate Bank Account)
(i) If the said products have not been applied to mixed with or incorporated into other goods, the whole of the proceeds of sale or
(ii) If the said products have been applied to mixed with or incorporated into other goods a just proportion of the proceeds of sale or (in each case) the outstanding balance of the price, whichsoever shall be the less. Provided that the buyer shall have no authority to enter into any contract of sale on behalf of the seller and any such contract shall accordingly be concluded in the name of the buyer.
(5) The seller may at any time revoke the buyers power to apply use or sell the said products by notice to the buyer.
(6) The power of the buyer to apply use or sell the said product shall automatically cease if a receiver is appointed over any of the assets of the buyers undertaking or if a winding up order is made against the buyer or if the buyer shall go into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or if the buyer shall call a meeting of or make any arrangement or composition with the buyers creditors or commit any act of bankruptcy.
(7) Upon the determination of the power of the buyer to apply, use or sell the said products under (5) or (6) above the buyer shall immediately place the said products at the disposal of the seller and the seller shall be entitled to enter upon any premises of the buyer for the purpose of removing the said products and to remove the said products.
(8) Paragraphs (1) to (3) inclusive and each of the paragraphs (4) to (7) inclusive of this clause shall constitute a separate agreement between the seller and the buyer.
(1) The seller warrants that insofar that as the goods are of it’s own manufacture, they shall be free from defects in workmanship or materials at the time of delivery. If any goods do not conform to that warranty the seller will at it’s option
(a) replace the goods found not to conform to the warranty.
(b) take back the goods found not to conform to the warranty and refund part of the appropriate purchase price provided that,
(i) The liability of the seller shall in no event exceed the purchase price of the goods
(ii) performance of any of the above options as limited by (I) above shall constitute an entire discharge of the seller’s liability under this warranty.
(2) The foregoing warranty is conditional upon
(a) the buyer giving written notice to the seller of the alleged defect in goods. Such notice to be received by the seller within seven days of when the buyer discovers or ought to have discovered the defect and in any event within twelve months of the delivery of the goods.
(b) the buyer’s affording reasonable opportunity to inspect the goods
(c) the buyer making no further use of the goods that are alleged to be defective after the time at which the buyer discovers or ought to have discovered that they are defective.
(3) The seller further undertakes that, insofar as the goods are not of it’s own manufacture it will use it’s best endeavours to secure recompense from it’s supplier in respect of any defect in workmanship or materials notified to it within twelve months of delivery of the goods and will pass onto the buyer the benefit of any guarantee or indemnities given to it in respect thereof by it’s suppliers.
(1) Save as provided in paragraph 9 hereof and section 12 of the sale of goods act 1983
(I) all conditions and warranties, express or implied, are hereby expressly excluded, and
(ii) the seller shall be under no liability for any loss or damage whether direct, indirect or consequential however arising which may be suffered by the buyer.
(2) Without prejudice to the generality of sub-paragraph (1) hereof, all recommendations and advice given by or on behalf of the seller to the buyer as to the methods of storing, or applying or using the goods, the purpose to which the goods may be applied and the suitability of using the goods in any manufacturing process or in conjunction with any other materials are given without liability on the part of the seller it’s servants or agents.
- INITIAL DEFECTS
(1) The buyer may only claim in respect of any breach of contract on the part of the seller which is apparent on a reasonable visual inspection of the goods if that claim is made upon the seller within 48 hours of delivery and is confirmed in writing within 5 days of delivery.
(2) If the quantity delivered is less than the contract quantity, the buyer shall only be entitled at the sellers option, to a further delivery of goods or an adjustment of the price.
(3) If the quantity delivered exceeds the contract quantity, the buyer shall only be entitled to reject the excess or retain the excess and make a further payment at the contract price.
(4) In the event, the buyer will be treated as having accepted any consignment of the goods if it retains them any longer than seven days after the date of delivery.
- PATENT RIGHTS
The buyer warrants that any instructions furnished or given by the buyer shall not be such as will cause the seller to infringe any letters patent, utility model registered design right of confidence or trade mark in execution of the buyers order, and the buyer shall indemnify the seller against all costs, claims an expenses incurred by the seller in respect of such infringement or alleged infringement.
- HEALTH & SAFETY
The buyer will on or before delivery of the goods, if so requested by the seller, enter into a written undertaking to take such steps as may be specified to the buyer by the seller, and set out in such undertaking relating the sale and proper use of the goods without risk to health. The buyer shall indemnify the seller in respect of any liability, monetary penalty, or fine in respect of, or in connection with the goods incurred by the seller under the Health & Safety at Work Act 1974 or any statutory modification or re-enactment thereof or any regulations, orders or directions made thereunder.
- DRAWINGS DESCRIPTIONS ETC.
- ALTERATIONS AND MODIFICATIONS
(i) The seller may carry out without notice to the buyer alterations or improvements in design, materials or methods of manufacture from time to time.
(2) Further the seller may supersede, materially alter or abandon the design or type of the goods contracted for, and may substitute another design or type. In exercising this right, the seller shall give written notice to the buyer and the buyer may, within 14 days of such notice given, terminate the contract by giving notice to the seller. If the contract is so terminated, no claim for loss or damage can be made.
(3) If in the opinion of the seller, there is no design or type which could reasonably substituted under sub-clause (2) of this clause the sellers obligation to complete performance of the contract shall be suspended until such time as a substitute can therefore can be found and becomes available.
(4) Where the buyer has specified that the goods shall be of a certain colour or size, such specifications shall be subject to reasonable commercial variation, other than where specifically agreed with the seller.
- FORCE MAJEURE
The seller shall not be liable for any loss or damage caused by delay in the performance or non performance of any of it’s obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the seller’s control including but not limited to an Act of God; war; civil disturbance; requisitioning governmental or parliamentary restrictions prohibitions or enactments of any kind; import or export regulations, strike, lock-out or trade dispute (whether involving it’s own employees or those of any other person); difficulties in obtaining workmen or materials; breakdown of machinery, fire or accident. Should any such event occur the seller may cancel or suspend this contract without incurring any liability for any loss or damage thereby occasioned.
This contract is personal to the buyer and may only be assigned by it with the prior written consent of the seller.
- GOVERNING LAW
This contract is governed by the laws of England and the English High Court of Justice (to the jurisdiction of which the buyer hereby irrevocably submits) shall have the exclusive jurisdiction to resolve any disputes arising out of it.
The foregoing conditions shall apply to export sales as modified and as amplified by the provisions of this clause.
(1) This contract is conditional upon the buyer providing an irrevocable letter of credit from a United Kingdom bank reasonably acceptable to the seller for the full amount of the purchase price.
(2) Where any sum is stated on the face hereof in any foreign currency, the buyer shall pay to the seller such amount of foreign currency as will ensure that the seller receives in sterling an amount that is equal to the sterling equivalent on the date hereof of the sum expressed in foreign currency on the face hereof.
(3) Delivery shall be made and risk shall pass in accordance with the terms endorsed on the face hereof (Incoterms 1953 as revised from time to time).
Standard Conditions of Sale