STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES
- Application of Conditions
1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in
accordance with the quotation/specification which are subject to these Conditions.
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any
such quotation is accepted or purported to be accepted, or any such order is made or purported
to be made, by the Customer. - Definitions and Interpretation
2.1 In these Conditions:-
“Business Day” means any day other than a Saturday, Sunday or
bank holiday;
“the Customer” means the person who accepts a quotation or offer
of the Supplier for the sale of the Goods and supply
of the Services, or whose order for the Goods and
Services is accepted by the Supplier;
“Commencement Date” means the commencement date for this agreement
as set out in the quotation/specification.
“the Contract” means the contract for the purchase and sale of the
Goods and supply of the Services under these
conditions;
“these Conditions” means the standard terms and conditions of sale set
out in this document and (unless the context
otherwise requires) includes any special terms and
conditions agreed in writing between the Customer
and the Supplier;
“the Delivery Date” means the date on which the Goods and Services
are to be delivered as stipulated in the Customer’s
order and accepted by the Supplier;
“the Goods” means the goods (including any instalment of the
goods or any parts for them) which the Supplier is to
supply in accordance with these Conditions;
“month” means a calendar month;
“the Services” means the Services to be provided to the Customer
as set out in the quotation/specification.
“the Supplier” Means Hurfar Engineering Ltd, a company
registered in England under 4714058.
“writing” includes any communications effected by telex,
facsimile transmission, electronic mail or any
comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a
reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation. - Basis of Sale and Service
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning
the Goods and Services unless confirmed by the Supplier in writing. In entering into the
Contract the Customer acknowledges that it does not rely on, and waives any claim for breach
of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the
authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods
and Services are subject to alteration without notice and do not constitute offers to sell the
Goods which are capable of acceptance. An order placed by the Customer may not be
withdrawn cancelled or altered prior to acceptance by the Supplier and no contract for the sale
of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a
quotation which is expressed to be an offer to sell the goods and services or has accepted an
order placed by the Customer by whichever is the earlier of:-
the Supplier’s written acceptance;
delivery of the Goods; or
the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature,
quotation, price list, acceptance of offer, invoice or other document or information issued by the
Supplier shall be subject to correction without any liability on the part of the Supplier. - The Goods
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless
and until confirmed in writing by the Supplier’s authorised representative.
4.2 The specification for the Goods shall be those set out in the Supplier’s sales documentation
unless varied expressly in the Customer’s order (if accepted by the Supplier). The Goods will
only be supplied in the minimum units (or multiples) stated in the Supplier’s price list or in
multiples of the sales outer as specified. Orders received for quantities other than these will be
adjusted accordingly, illustrations, photographs or descriptions whether in catalogues,
brochures, price lists or other documents issued by the Supplier are intended as a guide only
and shall not be binding on the Supplier.
4.3 The Supplier reserves the right to make any changes in the specification of the Goods which are
required to conform with any applicable safety or other statutory or regulatory requirements or,
where the Goods are to be supplied to the Supplier’s specification, which do not materially affect
their quality or performance.
4.4 No order which has been accepted by the Supplier may be cancelled by the Customer except
with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the
Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and
materials used), damages, charges and expenses incurred by the Supplier as a result of
cancellation. - The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the Fees being
paid in accordance with the Terms of Payment will provide the services expressly identified in
the quotation/specification/accepted order or otherwise agreed under this agreement.
5.2 The Supplier will use reasonable care and skill to perform the services identified in the
quotation/specification/accepted order or otherwise agreed under this agreement.
5.3 The Supplier shall use all reasonable endeavours to complete its obligations under the
Schedule, but time will not be of the essence in the performance of these obligations. - Price
6.1 The price of the Goods and Services shall be the price listed in the quotation/specification
current at the date of acceptance of the Customer’s order or such other price as may be agreed
in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods other than in accordance with the
Supplier’s published price list the price quoted shall be valid for 30 days only or such lesser time
as the Supplier may specify.
6.3 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to
increase the price of the Goods and Services to reflect any increase in the cost to the Supplier
which is due to any factor beyond the control of the Supplier (such as, without limitation, any
foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the
costs of labour, materials or other costs of manufacture), any change in delivery dates,
quantities or specifications for the Goods and services which are requested by the Customer, or
any delay caused by any instructions of the Customer or failure of the Customer to give the
Supplier adequate information or instructions.
6.4 Except as otherwise stated under the terms of any or quotation/specification/accepted order in
any price list of the Supplier, and unless otherwise agreed in writing between the Customer and
the Supplier, all prices are inclusive of the Supplier’s charges for packaging and transport as
specified in the quotation/specification/accepted order
6.5 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a
similar nature which are imposed or charged by any competent fiscal authority in respect of the
Goods and Services, which the Customer shall be additionally liable to pay to the Supplier. - Payment
7.1 All payments required to be made pursuant to this Agreement by either party shall be made
within 30 days of the date of the relevant invoice, without any set-off, withholding or deduction
except such amount (if any) of tax as that party is required to deduct or withhold by law.
7.2 The time of payment shall be of the essence of these terms and conditions. If the Customer
fails to make any payment on the due date in respect of the price or any other sum due under
these terms and conditions then the Supplier shall, without prejudice to any right which the
Supplier may have pursuant to any statutory provision in force from time to time, have the right
to charge the Customer interest on a daily basis at an annual rate equal to the aggregate of 3%
per cent and the base rate of 1% from time to time on any sum due and not paid on the due
date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to
day and accrue after as well as before any judgement.
7.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice
issued by the Supplier. - Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the
United Kingdom specified in the quotation/specification/accepted order.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless
previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in
advance of the Delivery Date upon giving reasonable notice to the Customer.
8.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date
and/or fails to provide any instructions, documents, licences, consents or authorisations
required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon
given written notice to the Customer to store or arrange for the storage of the Goods and then
notwithstanding the provision of Condition 10.1 of these Conditions risk in the Goods shall pass
to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to
the Supplier all costs and expenses including storage and insurance charges arising from such
failure.
8.4 With effect from the Commencement Date the Supplier shall, in consideration of the amount(s)
being paid in accordance with the quotation/specification/accepted order will provide the
services expressly identified in the schedule or otherwise agreed under this agreement. - Non-Delivery of Goods and Services
9.1 If the Supplier fails to deliver the Goods or Services and any of them on the Delivery Date other
than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s
fault:-
if the Supplier delivers the Goods and Services at any time thereafter the Supplier shall have no
liability in respect of such late delivery;
if the Customer gives written notice to the Supplier within 10 business days after the Delivery
Date and the Supplier fails to deliver the Goods and Services within 10 Business Days
after receiving such notice the Customer may cancel the order and the Supplier’s liability
shall be limited to the excess (if any) of the cost of the Customer (in the cheapest
available market) of similar goods to those not delivered over the price of the Goods not
delivered.. - Risk and Property
10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:-
in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier
notifies the Customer that the Goods are available for collection; or
in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of
delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when
the Supplier has tendered delivery of the Goods.
In the case of goods being installed by the Supplier, the time that the Supplier notifies the
Customer that the installation is complete
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these
Conditions, the property in the Goods shall not pass to the Customer until the Supplier has
received in cash or cleared funds payment in full of the price of the Goods and all other goods
agreed to be sold by the Supplier to the Customer for which payment is then due.
10.3 The Customer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the goods which remain the property of the Supplier, but if the Customer
does so all money owing by the Customer to the Supplier shall (without prejudice to any other
right or remedy of the Supplier) forthwith become due and payable. - Assignment
11.1 The Supplier may assign the Contract or any part of it to any person, firm or company.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior
written consent of the Supplier. - Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Customer
lawfully refuses delivery of the defective Goods or, if they are signed for on delivery “condition
and contents unknown” the Customer gives written notice of such defect to the Supplier within
three business days of such delivery, the Supplier shall at its option:-
replace the defective Goods within 30 days of receiving the Customer’s notice; or
refund to the Customer the price for the goods which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the
Customer may not reject the Goods if delivery is not refused or notice give by the Customer as
aforesaid.
12.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.
Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to
defects of quality or condition which would not be apparent on inspection shall either be
replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to
the Customer the price of such defective Goods but the Supplier shall have no further liability to
the Customer.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or
any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s
instructions (whether oral or in writing), misuse or alteration of the Goods without the Supplier’s
approval, or any other act or omission on the part of the Customer, its employees or agents or
any third party.
12.4 Goods, other than defective Goods returned under Conditions 12.1 or 12.2, returned by the
Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole
discretion and without any obligation on the part of the Supplier.
12.5 Subject as expressly provided in these Conditions, and except where the Goods are sold under
a consumer sale, all warranties, conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
12.6 The Customer shall be responsible to ensure that, except to the extent that instructions as to the
use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or
sale of the Goods by the Customer is in compliance with all applicable statutory handling and
sale of the Goods by the Customer is carried out in accordance with directions given by the
Supplier or any competent governmental or regulatory authority and the Customer will indemnify
the Supplier against any liability loss or damage which the Supplier might suffer as a result of
the Customer’s failure to comply with this condition. - Customer’s Default
13.1 If the Customer fails to make any payment on the due date then, without prejudice to any other
right or remedy available to the Supplier, the Supplier shall be entitled to:-
cancel the order or suspend any further deliveries of Goods and Services to the Customer;
appropriate any payment made by the Customer to such of the Goods and Services (or the
goods supplied under any other contract between the Customer and the Supplier) as the
Supplier may think fit (notwithstanding any purported appropriation by the Customer);
and
13.2 This condition applies if:-
the Customer fails to perform or observe any of its obligations hereunder or is otherwise in
breach of the Contract; or
the Customer becomes subject to an administration order or makes any voluntary arrangement
with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual
or firm) becomes bankrupt or (being a company) goes into liquidation; or
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets
of the Customer; or
the Customer ceases, or threatens to cease, to carry on business; or
the Supplier reasonably apprehends that any of the events mentioned above is about to occur
in relation to the Customer and notifies the Customer accordingly.
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy available to the
Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries
under the Contract without any liability to the Customer, 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. - Liability
14.1 Except in respect of death or personal injury caused by the Company’s negligence, the
Company will not by reason of any representation, implied warranty, condition or other term, or
any duty at common law or under express terms of this contract, be liable for any loss of profit
or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether
caused by the Company’s servants or agents or otherwise) which arise out of or in connection
with the supply of the Goods and Services.
14.2 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses
suffered by arising from loss or damage to any equipment (including that of third parties)
caused by the Customer, or its agent or employees.
14.3 Where the Customer consists of two or more persons such expression throughout shall mean
and include such two or more persons and each or any of them. All obligations on the part of
such a Customer shall be joint and several obligations of such persons.
14.4 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms
and conditions by reason of any delay in performing, or any failure to perform, any of the
Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s
reasonable control. - Communications
15.1 All communications between the parties about the Contract shall be in writing and delivered by
hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
(in the case of communications to the Supplier) to its registered office or such changed address
as shall be notified to the Customer by the Supplier; or
(in the case of the communications to the Customer) to the registered office of the addressee (if
it is a company) or (in any other case) to any address of the Customer set out in any
document which forms part of the Contract or such other address as shall be notified to
the Supplier by the Customer.
15.2 Communications shall be deemed to have been received:
if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of
posting); or
if delivered by hand, on the day of delivery; or
if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission
and otherwise on the next Business Day.
15.3 Communications addressed to the Supplier shall be marked for the attention of Andrew
Fairclough. - Force Majeure
16.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by
reason of any supervening event beyond its control including but not limited to war, national
emergency, flood, earthquake, strike or lockout (subject to Sub-clause 16.2) the party shall not
be deemed to be in breach of its obligations under this Agreement. The party shall immediately
give notice of this to the other party and must take all reasonable steps to resume performance
of its obligations.
16.2 Sub-clause 16.1 shall not apply with respect to strikes and lockouts where such action has been
induced by the party so incapacitated.
16.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all
expenses and costs incurred by that party in enforcing its rights under this Agreement.
16.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall
automatically terminate unless the parties first agree otherwise in writing. - Waiver
No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a
waiver of any subsequent breach of the same or any other provision. - Severance
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in
whole or in part the validity of the other provisions of these Conditions and the remainder of the
provision in question shall not be affected thereby. - Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the
Contracts (Rights of Third Parties) Act 1999. - Governing Law and Jurisdiction
These terms and conditions shall be governed by the laws of England and Wales and the parties agree
to submit to the exclusive jurisdiction of the English and Welsh courts.