Terms and Conditions of Trading
1. Incorporation of Conditions
1.1 All contracts entered into between us shall be deemed to incorporate these conditions and no amendment or addition shall be binding on us unless agreed in writing by an authorised representative of our company.
1.2 The applicability of any terms and conditions proffered by you is hereby excluded, unless expressly agreed in writing by an authorised representative of our company. You accept that in entering into a contract for the supply of goods and / or services with us you have not relied upon any prior promises, representation or undertakings given by us which are not contained within these Conditions.
2. Quotations and Price
2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery and / or performance of the service.
2.2 No quotation by us shall constitute an offer by us and all quotations are subject to withdrawal without notice. Quotations may be given orally and in writing.
2.3 Subject to condition 2.2, quotations lapse 30 days after the date of quotations (unless otherwise stated).
2.4 The price quoted excludes delivery, delivery pallets, crates, other packaging materials and/or any other services unless otherwise stated in writing at the time of your order. There will be no reduction in the price if you collect the goods.
2.5 Unless otherwise stated, the price quoted is an illustrative estimate only. At any time before actual delivery of any part of the goods or performance of the service we may adjust the price to reflect any increase in our costs of supplying the goods and / or other services. We will endeavour to agree any such increases in the price with you prior to delivery and / or performance of the services but you agree that if we have not, you will pay any increased price subject to that increase being no greater than twenty (20) per cent of the price originally quoted. In the event of such increase being greater than 20% we may, at our absolute discretion resile from the contract without penalty or any liability to you whatsoever.
2.6 Other than as imposed by law, rates of tax and duties on the goods and / or services will be those applying at the time of delivery and / or performance.
3.1 All delivery times quoted are estimates only.
3.2 If we fail to deliver within a reasonable time you may (by informing us in writing) cancel the contract, however:
3.2.1 You may not cancel if we receive your notice after the goods have been dispatched.
3.2.2 If you cancel the contract, you can have no further claim against us under that contract; and
3.2.3 If you do cancel, your sole remedy will be to claim back any price paid for the goods.
3.3 If you accept delivery of the goods after any estimated delivery time, delivery will be deemed to have been punctual and you agree that you will have no claim against us for any delay (including without limitation, any claim for indirect or consequential loss, or increase in the price of the goods).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3.5 At our discretion, deliver the goods from any place that we wish and, unless otherwise agreed, if we are arranging carriage, we may choose any reasonable method of carriage.
3.6 If delivery does not take place because you are at fault or for reasons beyond our control, we may store and insure the goods at your expense. We may deliver the goods as soon as possible but we have the right to sell them after a period of 14 days storage. We may recover such costs of storage and insurance costs together with our costs of attempting to supply the goods as well as the sale price to have been charged to you (if unpaid) on the day of failed delivery from the proceeds of such sale. In the event of such storage and insurance costs together with our costs of attempting to supply the goods as well as the sale price to have been charged to you exceeding the proceeds of such sale, you agree that we may recover any such excess directly from you.
3.7 We have the right to pass on to you any unforeseen additional costs we incur when trying to deliver the goods and / or perform the services.
3.7 You are responsible for providing (at your cost) sufficient labour and materials for unloading the goods, unless otherwise agreed ahead of delivery of goods.
3.8 Neither our carrier nor we are responsible for unloading the goods into your premises, unless otherwise agreed ahead of delivery of goods.
3.10 If the driver leaves the vehicle at your request while the goods are being unloaded, we shall not be liable for any shortages.
4. Delivery and Safety
4.1 We may decline to deliver the goods if; we believe or our carriers believe that it would be unsafe, unlawful or unreasonably difficult to do so; or the premises (or the access to them) are unsuitable for our vehicle and the provisions of conditions 3.6 shall apply.
5. Application for Credit and Payment Terms
5.1 You are to pay us the quotation price in cash or otherwise in cleared funds on or before delivery and /or performance as well as, upon delivery and / or performance, any uplift in the price in terms and condition 2.5, unless you have an approved credit account. If you fail to do so, we may decline delivery and / or performance and the provisions of condition 3.6 shall apply to the delivery of the goods.
5.2 If you have an approved credit account with us, payment is due no later than the end of the month following the month of delivery unless otherwise agreed in writing.
5.3 We will only consider an application for a credit account subject to the satisfactory completion of our ‘Application to Open a Credit Account’.
5.4 By completing and returning the Application Form, you: consent to us carrying out such credit referencing as we shall consider appropriate; and accept that all business transacted with us shall be on and subject to these conditions
5.5 We may in our absolute discretion decline any application for credit and shall not or be required to give any reason therefore.
5.6 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward tour due date for payment. We may do any of those at any time without notice.
5.7 We reserve the right to cancel the credit agreement applicable to your credit account in the event of a change in the ownership of your company.
5.8 If you fail to pay us in full in accordance with condition 5.1 or 5.2:
we may suspend or cancel future deliveries and / or services;
we may cancel any discount offered to you;
you must pay us interest at the rate equivalent to that set for the purposes of section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 as amended, extended or re-enacted:
calculated (on a daily basis) from the date of our invoice until payment;
compounded on the first day of each calendar month; and
before and after any judgement or decree (unless the court orders otherwise).
5.9 You do not have the right to set off any money you may claim from us against anything you may owe us.
5.10 While you owe money to us, we have a lien on any of your property on our possession.
5.11 You are to indemnify us in full of all expenses and liabilities we may incur (directly or indirectly and including without limitation, all advisory costs including legal costs) following any breach by you of any of your obligations under these conditions.
6. Conditions of Credit
6.1 Until you pay all debts you may owe us:
all goods supplied by us remain our property;
you must store them so that they are clearly identifiable as our property and in or on premises to which you are able to grant us access in terms of condition 6.4;
you must insure them and keep them insured for the full amount due (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
you may use those goods and sell them in the ordinary course of your business. However, until payment is made in full, all proceeds of such sale is to be held on trust for us. But you may not use or sell these goods if:
we revoke that right (by informing you in writing); or
you become insolvent as defined in condition 16.5.
6.2 Until you pay us all debts you may owe us, you must inform us (in writing) immediately if you become insolvent as defined in condition 16.5.
6.3 Until you pay us all debts you may owe us, if your right to use and sell the goods ends you must allow us to remove the goods.
6.4 Until you pay us all debts you may owe us, we have your permission to enter any premises where the goods may be stored:
at any time, to inspect them; and
after your right to use and sell them has ended in accordance with condition 6.1.4 to remove them using reasonable force if necessary
6.5 Until you pay us all debts you may owe us, despite out retention of title to the goods, we may have the right to take legal proceedings to recover the price of goods supplied together with interest should you not pay us by the due date.
6.6 You are not our agent. You have no authority to make any contract on our behalf or in our name
7.1The goods are at your risk during the time of delivery.
7.2 Delivery will be deemed to have taken place either:
at our premises when or your carrier have collected the goods; or
at the agreed delivery address, when you have unloaded the goods (if we are arranging carriage)
7.3 You must inspect the goods on delivery. If any goods are damaged on delivery (or only partially delivered) you must mark the advice note accordingly and notify us (in writing) within seven days of delivery and before their use or resale. You must give us (and any carrier) a reasonable opportunity to inspect the damaged goods.
7.4 If there is a complete failure of delivery, you must notify us in writing within seven days of receipt of our dispatch documents or our invoice whichever is earlier. You will be deemed to have received delivery if you do not do so.
7.5 If the goods are carried by an independent carrier we will only consider claims under conditions 7.3 or 7.4 if you have complied in all respects with the carrier’s conditions for notifying claims for loss or damage in transit.
8.1 All HayPro units come with a 5-year mechanical guarantee, covering wear parts such as hinges, latches and mechanical connections. The galvanised anti-corrosion surface treatment is carried out to BS EN ISO 1461:2009 and is guaranteed for 15 years against corrosion (conditions apply), with exception of the transportation skids to which normal degradation is expected, due to them being in contact with possible abrasive and other surfaces. It should be noted that moderate corrosion could be seen on these surfaces due to everyday use.
8.2 Except where otherwise provided, we warrant that the goods:
comply with their description on our advice note; and
are free from material defect at the time of delivery.
8.3We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of our goods or their fitness for any purpose and in particular (although without limitation) for any goods which we have prepared in accordance with your specification or instructions.
8.4 The warranty in condition 8.2.2 does not apply to goods sold as ‘non-prime’, or ‘untested’ and we are not liable for any defect in those goods, except where specifically provided by law. You are to indemnify us in respect of any claim made against us in respect of goods supplied to you as ‘non-prime’ or ‘untested’.
8.5 If you believe that we have delivered goods that, though undamaged, are defective you must:
inform us (in writing) with full details, within three days of discovering the alleged defect; and
allow us to investigate in terms if condition 6.4 (we may need access to your premises and the goods).
8.6 If the goods are found to be defective in material or workmanship (following our investigations, and you have complied with those conditions (in condition 7.3 and 8.5) in full, we will (at our option) replace the goods or refund the price.
8.7 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
8.8 For such time as these Terms are in force we shall maintain the following insurance policies:
public liability insurance for not less than £1 million per claim; and
product liability insurance for not less than £1 million in aggregate for all claims arising in a year.
8.9 For all other liabilities not referred to elsewhere in these conditions our liability is limited in damages to the price of the goods.
8.10 Nothing in these conditions restricts or limits our liability for death or personal injury resulting from negligence.
9. Quantities and Specifications
9.1 If we prepare the goods in accordance with your specifications or instructions, you must ensure that the specifications or instructions are in writing and are accurate. You must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them. We accept no liability for any claim whatsoever relating to fitness for purpose for goods which have been prepared in accordance with your specifications or instructions other than that they would not have been so prepared.
9.2 We are not obliged to supply test certificates unless you request them when you order the goods. We may charge you for test certificates.
9.3 Goods are normally sold by the number of items (‘quantity’) or weight (weighted or calculated). When sold by weight, which includes pallets and any packaging, we are not liable for any quantity variation
9.4 Unless otherwise agreed in writing, we shall have fulfilled our contractual obligation to you in terms of the quantity to be supplied, if the quantity supplied is within +/- 10% of the appropriate quantity of that specified on our advice note. The price and our charges will reflect the actual quantities delivered.
9.5 Goods will be supplied within the current British or European Standards (as appropriate) unless otherwise expressly agreed in writing.
9.6 If we agree that you may inspect or test the goods before delivery we will notify you when they are ready for inspection or testing. You must inspect or test the goods within seven days of our notification to you. Within fourteen days of your inspection, you must tell us in writing if the goods are not as specified in the contract between us. If you do not do so you are deemed to accept that the goods are as contracted for.
10. Return of Goods
10.1 We will accept the return of goods from you only:
by prior arrangement (confirmed in writing by us);
on payment of an agreed handling charge (unless the goods were defective when delivered); and
in all cases, where the goods are as fit for sale on their return as they were on delivery.
11. Export Terms
11.1 Condition 11 of these conditions applies to exports except where inconsistent with any written agreement between us.
11.2 Where we export goods to you (from the United Kingdom) the ‘Incoterms’® of the International Chamber of Commerce in force at the time the contract is made apply.
11.3 The Incoterms are treated as amended by these terms (read as a whole) to the extent that they are inconsistent with them.
11.4 You are responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties due.
11.5 Where we are to send the goods to you by a route including sea transport we are under no obligation to give a notice under 32(3) Sale of Goods Act 1979 as amended, extended or re-enacted.
11.6 You are responsible for arranging the testing and inspection of the goods at our premises before shipment except where otherwise agreed and condition 9.6 shall apply. We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
11.7 Payment of all amounts due to us shall be made as stipulated by us, unless otherwise agreed in writing and in such circumstances condition 5 shall not apply.
11.8 We shall have no liability for death or personal injury arising from the use of the goods where the goods are to be delivered in the territory of another state (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977 as amended, extended or re-enacted).
12.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished that we may then hold (or to which we are committed for the order.
12.2 We may suspend or cancel the order, by written notice if:
you fail to pay us any money when due (under the order or otherwise);
you become insolvent in terms of condition 16.5;
you fail to honour your obligations under these Conditions.
12.3 You may not cancel the order unless we agree in writing (and conditions 3.2.2 and 12.1 then apply).
13. Waiver and Variations
13.1 Any waiver or variation of these Conditions is binding only if it is: made (or recorded) in writing; signed on behalf of each party; and expressly stating an intention to vary these conditions.
14. Force Majeure
14.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
14.2 Examples of those circumstances include act of God, accident, flood, explosion, fire, transport, delays, strikes, act of terrorism and other industrial disputes and difficulty in obtaining supplies.
15. Data Protection
15.1 We may use and you agree that we may use and disclose personal information about you to third parties for the purpose of supplying goods and / or services to you and processing invoices and statements. In respect of any of your personal data held by us, we agree to comply with the provisions of the Data Protection Act 1998.
16.1 Any contract made under these conditions where the return address on the Application Form is situated in England, Wales, Scotland or Northern Ireland shall be governed by and construed under English law and the English courts shall have exclusive jurisdiction in respect of such contract.
16.2 Any contract made under these conditions where the return address on the Application Form is situated in Wales, Scotland or Northern Ireland shall be governed by and construed under English law and the English courts shall have exclusive jurisdiction in respect of such contract.
16.3 If you are more than one person, each of you has joint and several obligations under these Conditions
16.4 If any of these Conditions are unenforceable as drafted:
It will not affect the enforceability of any other of these Conditions; and
if it would be enforceable if amended, it will be treated as so amended.
16.5 We may treat you as insolvent if:
you are unable to pay your debts as they fall due; or
you (or any item of your property) become the subject of:
any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
any application or proposal for any formal insolvency procedure; or
any application, procedure or proposal overseas with similar effect or purpose.
16.6 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
16.7 Any notice by either of us which is to be served under these Conditions may be served by leaving it at or by delivering in to (by first class post or by fax) the other`s registered office or principal place of business. All such notices must be signed by an authorised signatory.
16.8 Unless expressly agreed otherwise if the contract is governed by the laws of England pursuant to condition 16.1 and 16.2 no contract between us will create any right enforceable by any person not identified as the buyer or seller.
16.9 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either;
contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
which expressly state that you may rely on them when entering into the contract.
16.10 Nothing in these conditions affects, or limits, our liability.