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Terms & Conditions

 

GENERAL TERMS AND CONDITIONS OF SALE

 

  1. INTERPRETATION AND APPLICATION INTERPRETATION

 

‘Acknowledgement Of Order’ means any acknowledgement issued by the ‘Seller’ of an order for goods placed by the Customer.

‘Seller’ means Hire and Safety Uk.

‘Conditions’ means these General Terms and Conditions of Sale.

‘Contract’ means the contract, however made, between the Seller and the Customer for the supply of the Goods.

‘Customer’ means the person, firm or Company with whom the Company contract to supply the Goods.

‘Delivery Address’ means such, if any, address as appears as such on any Acknowledgement of Order which may be issued by the Company, and if none is issued or specified, such address as may have been agreed by the Seller for the purpose for delivery.

‘Goods’ means any goods, materials or services supplied by the Seller to the Customer.

‘Incoterms’ means the standard international trading terms drafted by the International Chamber of Commerce which came into force on 1st January, 2000.

‘UK Mainland’ means the mainland of England, Scotland and Wales and, for the avoidance of doubt, excludes Northern Ireland and all offshore islands. ‘Parties’ means the Seller and the Customer.

‘Writing’ subject to clause 12.3 includes facsimile transmission and comparable means of written communication including e-mail. Where the context so admits any reference in the Conditions to the singular shall include the plural and vice versa and any reference to gender shall include the masculine and/or feminine as the case may be. The headings in these Conditions and in any other Conditions agreed by the Seller are for convenience only and shall not affect their interpretation.

 

 

APPLICATION

 

These Conditions apply (in addition to the Seller’s General Terms and Conditions of Sale in force from time to time) to all sales of Goods by the Seller to the Customer and shall apply in place of and prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically agreed to in Writing by a director or other authorised representative of the Company and any purported provisions to the contrary are hereby excluded or extinguished. The Customer’s acceptance of any deliveries of Goods from the Company shall be conclusive evidence of the application of the Contract to such Goods. Any typographical, clerical or other error or omission in any sales literature, catalogue, quotation, price list, acceptance or offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. Any waiver or breach of these Conditions shall not prejudice the Company’s rights in respect of any subsequent breach.

 

 

2. ORDERS

 

2.1 A quotation issued by the Company and/or the publication of a price list or catalogue by the Company constitutes an offer capable of acceptance by the Customer within such period as may be specified by the Company in Writing in the quotation or, if none is specified, within 28 days of the date of the quotation and the Seller reserves the right to withdraw or revise any quotation at any time prior to the Seller’s acceptance of the Customer’s order.

2.2 The Sellers’s acceptance of the Customer’s order shall be effective only where such acceptance is made by an authorised representative of the Seller. Where the Seller issues an Acknowledgement of Order, unless the Customer notifies the Company in Writing within 24 hours after the date of its despatch that any of the particulars given in it are incorrect, the Customer shall be deemed to have accepted that the particulars set out in it are complete and accurate.

2.3 If no quotation or written Acknowledgement of Order is given by the Seller but the Seller has received an order from the Customer, then provided that the Customer shall have had notice of these Conditions, the Goods are supplied and all work is done on and subject to these Conditions alone.

2.4 Stock products will only be supplied in the unit packs specified in the Company’s price lists from time to time.

2.5 Orders for Non-Stock Products cannot be cancelled. Any orders for other Goods may only be cancelled if confirmation in Writing is received by the Seller before the Goods have been packaged for delivery.

 

 

4. TERMS OF PAYMENT

 

4.1 Subject to any special terms agreed in Writing between the Customer and the Seller, the Seller shall be entitled to invoice the Customer for the price of the Goods and any other amounts payable by the Customer in relation to the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Customer for the price of the Goods at any time after the Seller has notified the Customer that the Goods are ready for collection or (as the case may be) that the Seller has tendered delivery of the Goods.

4.2 Payment of invoices shall unless otherwise agreed in Writing be made in full in cleared funds without any deduction, set-off or counterclaim within 30 days of the date of invoice.

4.3 Interest shall be payable by the customer on overdue accounts at the current reference rate plus 8% to run from the due date for payment thereof until actual receipt by the Seller of the full amount whether before or after judgement. The seller also charges debt recovery costs of between £40 - £100 in accordance with the late payment legislation.

4.4 If in the opinion of the Seller the credit-worthiness of the Customer shall have deteriorated prior to delivery the Seller may require full or partial payment of the price prior to delivery or the provision of security for payment by the Customer in a form acceptable to the Seller.

4.5 Non-Stock Products are non-returnable. Any other Goods may only be returned with the Written consent of a duly authorised representative of the Seller (at its absolute discretion) and then only if all the following conditions are met:-

4.5.1 the request for a return must be made within 14 days of the invoice;

4.5.1.1 Returns will incur a 10% Handling Charge ;

4.5.2 the Goods must be returned at the Customer’s risk and expense using the appropriate returns number (supplied by the Seller), to be displayed on the outside of each carton;

4.5.3 the returned Goods to be clean, unused and in the same condition as the were on delivery.

4.6 The Seller will issue a credit note for the Goods returned strictly in accordance with clause 4.5 for the net invoice value of those Goods.

4.7 Any Goods returned other than in accordance with these Terms and Conditions shall still be paid for in full by the Customer and the Customer will also pay a handling charge of £5 per item.

4.8 If the Customer fails to make payment in full on the due date the Seller shall be entitled to appropriate any payments it shall have received to such supplies and on such basis as it sees fit.

 

 

5. DELIVERY

 

5.1 In the case of Contracts providing for delivery at an address on the UK Mainland, delivery of the Goods shall be made by the Seller delivering or arranging for delivery of the Goods in one consignment to one address specified by the Customer. In any other case delivery of the Goods shall be made by the Customer collecting them from premises of or nominated by the Seller within a reasonable time after the Seller has notified the Customer that the Goods are ready for collection.

5.2 Delivery dates mentioned in any quotation, Acknowledgement of Order or elsewhere are approximate only and not of any contractual effect. The Seller shall not be under any liability to the Customer in respect of any failure to deliver on any particular date or dates. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Customer.

5.3 If the Customer refuses or fails to take delivery of Goods tendered in accordance with the Contract or fails to take any action necessary on its part for delivery and/or shipment of the Goods the Seller shall be entitled at its option:-

5.3.1 to store the Goods until actual delivery and charge the Customer for the related costs (including insurance) of storage; or

5.3.2 to terminate the Contract with immediate effect, to dispose of the Goods as the Seller may determine and to recover from the Customer any loss and additional costs incurred as a result of such refusal or failure.

5.4 Unless otherwise expressly agreed in Writing by a duly authorised person on behalf of the Seller, the Seller may effect delivery of the Goods in one or more instalments. Where delivery is effected by instalment, each instalment shall be treated as a separate contract and failure by the Seller to deliver any one or more instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

5.5 The Seller reserves the right to invoice the Customer for the amounts charged to the Seller by the carrier where the Customer asks the Seller to provide a documented proof of delivery (“POD”). A separate charge may be made for each POD.

5.6 All requests for PODs must be made in Writing and within 10 days of the date of invoice.

 

 

6. TITLE AND RISK

 

6.1 Risk of or damage to or loss of the Goods shall pass to the Customer:-

6.1.1 in the case of the Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Customer that the Goods are available for collection; or

6.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.

6.2 6.2.1 The Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Customer shall have paid to the Seller the agreed price together with the full price of any goods the subject of any other contract with the Seller.

6.2.2 Until such payment the Customer shall be in possession of the Goods solely as bailee for the Seller and in a fiduciary capacity and (i) shall maintain the Goods in a satisfactory condition and keep them insured for their full price against all risks; (ii) shall store the Goods (at no cost to the Seller) in such a way as to enable them to be identified as the property of the Seller; and (iii) shall not destroy, obscure or deface any identifying mark or packaging on or in relation to the Goods.

6.2.3 The Customer shall be at liberty and may in the ordinary course of its business sell and deliver the Goods or any product produced with the Goods to any third party as principal but holding the proceeds of sale as the Seller’s bailee and in a fiduciary capacity.

6.2.4 The Seller reserves the immediate right of repossession of any Goods to which it has retained title as aforesaid and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Seller’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.

 

 

7. EXPORT SALES

 

7.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 7 shall (subject to any special terms agreed in Writing between the Customer and the Seller) apply notwithstanding any other provision of these Conditions and in the event of any inconsistency the provisions of this Condition shall prevail.

7.2 In any case where the Goods are sold CIF or FOB or on the basis of other international trade term the meaning of such term contained in Incoterms shall apply except where inconsistent with any of the provisions contained in these Conditions when these Conditions shall prevail.

7.3 Unless otherwise agreed in Writing by the Seller payment of all amounts due to the Seller shall be secured by an irrevocable letter of credit satisfactory to the Seller established by the Customer in favour of the Seller immediately upon receipt of the Seller’s Acknowledgement of Order and confirmed by a United Kingdom bank acceptable to the Seller. The letter of credit shall be for the contract price inclusive of any tax or duty payable by the Customer and shall be valid for at least 6 months or such longer period as shall have been estimated by the Seller for delivery. The Company shall be entitled to payment on presentation to such United Kingdom bank of the documents specified by the Seller or as herein stipulated.

7.4 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Customer the notice specified in Section 32(3) of that Act.

 

 

8. THIRD PARTY RIGHTS

 

8.1 The Seller shall indemnify the Seller against any and all liabilities, claims and cost incurred by or made against the Seller as a direct or indirect result of the carrying out of any work required to be done on or to the Goods in accordance with the requirements of any rights of any third party, in particular, but without limitation, where the Customer produces a pattern, sample or mock-up to the Seller for production purposes or where the Customer produces an outline, design or concept to the Seller and the Seller produces and the Customer accepts, a sample made from such outline, design or concept.

8.2 The Seller shall have no liability to the Customer in the event the Goods infringing or being alleged to infringe the rights of any third party. In the event the Goods are or may be the subject of third party rights the Seller shall be obliged to transfer to the Customer only such title as the Seller may have.

8.3 The Customer shall notify the Seller forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Seller shall have control over and shall conduct any such proceedings in such manner as it shall determine. The Customer shall provide all such reasonable assistance in connection therewith as the Seler may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.

8.4 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

 

 

9. SPECIFICATIONS AND INFORMATION

 

9.1 Unless expressly agreed in Writing by the Company all drawings, designs, specifications, samples, colours and particulars of Goods, all materials used in and weights and dimensions specified by the Seller or submitted by the Seller are for giving an approximate idea only and they will not form part of this Contract and it will not be a sale by sample and the Seller shall have no liability in respect of any deviation therefrom. The Seller reserves the right to make any changes in any of the foregoing for whatever reason.

9.2 All drawings, patterns, designs, specifications and information submitted by the Seller are confidential and shall not be disclosed to any third party without the Seller’s consent in Writing.

 

 

10. LIABILITY

 

10.1 The Seller shall not be liable to the Customer:-

10.1.1 for shortages in quantity delivered unless the Customer notifies the Seller in writing of any claim for short delivery within 10 days of receipt of the Goods;

10.1.2 for damage to the Goods or any part thereof in transit (where the Goods are carried by the Seller’s own transport or by carrier on behalf of the Seller) unless the Customer shall notify the Seller in Writing of any such claim within 3 days of receipt of the Goods or the scheduled date of delivery whichever shall be the earlier;

10.1.3 for alleged non-delivery of the Goods unless notice to that effect is given by the Customer to the Seller in Writing within 10 days of the date of invoice;

10.1.4 for defects in the Goods caused by fair wear and tear, abnormal conditions of storage or abnormal working conditions, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s prior written approval;

10.1.5 for other defects in the Goods unless notified to the Seller within 1 month of receipt of the Goods by the Customer or where the defect would not be apparent on reasonable inspection within 2 months of delivery.

10.2 10.2.1 Subject to condition 10.3, Where liability is accepted by the Seller under Condition 10.1 the Seller’s only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any of the Goods found to be damaged or defective and/or to refund the cost of any such Goods to the Customer.

10.2.2 The Seller’s aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered Goods which gave rise to such liability as determined by the nett price invoiced to the Customer in respect of any occurrence or series of occurrences.

10.3 Except as expressly provided in these Conditions and in relation to Contract with persons dealing as consumers (within the meaning of the Unfair Contract Terms Act 1977) all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods, except those set out in section 12 of the Sale of Goods Act 1979, are hereby excluded and the Seller shall be under no liability to the Customer for any loss, damage or injury direct or indirect (including without prejudice to the generality of the foregoing) consequential loss or damage, whether for loss of profit or otherwise resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller its employees or agents SAVE THAT the Seller shall accept liability for death or personal injury caused by the negligence of the Seller and nothing in these Conditions excludes or limits the Seller’s liability for fraud or fraudulent misrepresentation or any other matter where it would be illegal to exclude or to attempt to exclude liabilities.

10.4 The Seller’s prices are determined on the basis of the limits of liability set out in this Condition. The Customer may make written notice to the Company requesting the Seller to agree a higher limit of liability provided the insurance cover can be obtained therefore. The Seller shall effect insurance up to such limit and the Customer shall pay upon demand the amount of any and all premiums. The Customer shall disclose such information as the insurers shall require. In no case shall the Customer be entitled to recover from the Seller more than the amount received from the insurers.

10.5 The Seller shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the Supply of the Goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller’s reasonable control including but not limited to act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of Goods or of raw materials therefore by the Seller’s source of supply or the manufacture of the Goods by the Seller’s normal means, or the delivery of the Goods by the Seller’s normal route or means of delivery. If due to such circumstances or events the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.

 

 

11. INSOLVENCY AND DEFAULT

 

11.1 This Condition applies in the following circumstances:-

11.1.1 the Customer is in breach of any of the terms hereof and (if such breach is remediable) fails to remedy such breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or

11.1.2 an encumbrancer takes possession or a receiver and/or manager, administrator or administrative receiver is appointed over any of the property, undertaking or assets of the Customer; or

11.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order;

11.1.4 the Customer goes into liquidation (except for purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Customer under this Agreement) or has a bankruptcy order made against him or makes an arrangement or composition with his creditors or takes the benefit of any provision for the relief of insolvent debtors;

11.1.5 anything analogous occurs to any of the foregoing under the law of jurisdiction in relation to that other party;

11.1.6 the Customer ceases, or threatens to cease, to carry on business; or

11.1.7 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

11.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled without any liability to the Customer to stop any of the Goods in transit and/or suspend further deliveries and/or by notice in Writing to the Customer terminate the contract and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

12. GENERAL

 

12.1 If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by the Customer the Customer shall obtain the same at its own expense and if necessary produce evidence of the same to the Seller on demand. Failure so to do shall not entitle the Customer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Customer’s account.

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