|Hypertec Limited - TERMS AND CONDITIONS OF SALE|
The following clauses are extracted from the full ‘Conditions of Sale’ contract.
2. These conditions shall be deemed to be incorporated in all contracts of the Company to sell goods and in the case of any inconsistency with any order letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract the other conditions shall continue in full force and effect.
Whereas the Company has agreed that the Buyer shall be permitted access to the Company's online ordering system.
The Buyer agrees that:
It will take all reasonable steps to ensure that its authorised users do not disclose security passwords to any third party, whether an employee of the Buyer or not. If the Buyer becomes aware that there has been disclosure by any of its authorised users the Buyer must immediately inform the Company of the disclosure.
It will ensure adequate training is given to the authorised users so that they are able to operate the online system in a competent manner. It will take all appropriate steps to ensure that no unauthorised person has access to the online ordering system.
If it is no longer appropriate for any authorised user to have access to the online ordering system for whatever reason, the Buyer must inform the Company as soon as is practicable.
The price displayed is the price that should be paid at the time the Company receives the order apart from in the following circumstances. While the Company tries to ensure that all prices on the online ordering system are accurate, errors may occur. If an error is discovered in the price of goods ordered, the Company will inform the Buyer as soon as possible and give the Buyer the option of reconfirming the order at the correct price or cancelling it.
5. The Buyer agrees to pay for any loss or extra cost incurred by the Company through the Buyer’s instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer its servants or employees.
TERMS OF PAYMENT
7. (1) Unless otherwise agreed by the Company in writing payment shall be due 30 days from date of invoice.
(2) If the Goods are delivered in instalments the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been made notwithstanding non-delivery of other instalments or other default on the part of the Company.
(3) If upon the terms applicable to any order the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of goods at specified times a default by the Buyer of the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith.
(4) The price of the Goods shall be due in full to the Company in accordance with the terms of the contract and the Buyer shall not be entitled to exercise any set-off lien or any other similar right or claim.
(5) The time of payment shall be of the essence of the contract.
(6) Without prejudice to any other rights it may have the Company is entitled to charge interest at 4% above the current Base Rate of Bank of Scotland on overdue payments of the price of the Goods or the price of any instalment thereof.
8. (2) All times or dates given for the delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for any delay beyond the Company’s control.
(3) Where the Goods are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not the Buyer for the purposes of Section 44, 45 and 46 of the Sale of Goods Act 1979.
(4) Section 32 (3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company.
(5) No liability for non-delivery loss of or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non-delivery loss or damage with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods):
a. within two days of delivery for loss damage or non-compliance with the contract or
b. within ten days of the date of the invoice for non-delivery
(6) In the event of a valid claim for non-delivery loss damage or non-compliance with the contract the Company undertakes at its option either to reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery loss damage or non-compliance.
(7) If the Buyer shall fail to give notice in accordance with condition 8 (6) above the Goods shall be deemed to be in all respects in accordance with the contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly.
(9) The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the contract shall be in addition to and not in derogation of this right.
(10) Unless otherwise stated prices are exclusive of carriage and insurance to the Buyer’s premises and delivery shall take place at the Company’s premises.
9. Goods supplied in accordance with the contract cannot be returned without the Company’s prior written authorisation signed on behalf of the Company by a Director or Secretary.
PASSING OF TITLE AND RISK
10. (1) From the time of delivery the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed in writing, the Goods shall remain the property of the Company until all payments under the contract have been made in full and unconditionally. Whilst the ownership of the Company continues the Buyer shall keep the Goods separate and identifiable from all other Goods in its possession as bailee for the Company.
(2) In the event of any resale by the Buyer of the Goods the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim thereof shall be assigned to the Company and until and subject to such assignment shall be held on trust in a separate identified account for the Company by the Buyer who will stand in a strictly fiduciary capacity in respect thereof.
(3) In the event of failure to pay the price in accordance with the contract the Company shall have the power to re-sell the Goods such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods.
(4) Pending payment of the full purchase price of the Goods the Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business for which the Goods are for the time being used in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest.
CONDITIONS AND WARRANTIES
11. (1) The contract shall not constitute a sale by description or sample.
(2) Any conditions or warranties (whether express or implied by statute common law or arising from conduct or previous course of dealing or trade custom or usage) as to the quality of the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description or sample are hereby expressly negatived.
12. (1) "In substitution for all rights which the Buyer would or might have but for these Conditions the Company undertakes in the case of Goods supplied by the Company that if within the period of one year from the date of despatch of the Goods by the Company a serious defect in materials or workmanship appears in them it will at its own discretion repair them or supply a replacement of the Goods free of charge at the place of delivery specified by the Buyer for the original Goods provided that in any case they have been accepted and paid for."
(2) The Company’s obligations contained in sub-clause 12 (1) above are subject to:
the Goods having been used in an appropriate manner and/or as prescribed in the operating instructions (if any)
faulty parts being returned to the Company at the Buyer’s expense if so requested.
The Goods not having been modified or repaired otherwise than by the Company or otherwise interfered with.
(5) Where the Goods are for delivery by instalments any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
(7) No guarantee whatsoever is given in respect of items supplied by the Buyer or a contractor to the Buyer which are incorporated in Goods at the direction of the Buyer.
(8) Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14. The Company shall not be liable for any costs, claims or damages or expenses arising out of any tortuous act or omission or any breach of contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.
DEFAULT OR INSOLVENCY OF BUYER
15. If the Buyer shall be in breach of any of its obligations under the contract or if any distress or execution shall be levied on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any kind of bankruptcy or if any bankruptcy petition be represented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or represented or if a Receiver of the whole or any part of such company’s undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and Buyer or may (without prejudice to the Company’s right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be remedied.
LIMITATION OF LIABILITY
16. The liability of the Company to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods.
17. No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge vary or override in any way any of these conditions.
18. The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes lock-outs accidents war fire reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.
19. All personal information provided by users via this website is stored internally using highly secure password protected servers. This information will not be divulged to any 3rd party and will only be used for the following purposes :-
Processing of orders
For statistical purposes to improve this website and the products and services the Company offers
To occasionally notify you of products or special offers that the Company believe will be of interest.