Houghton Tools LIMITED
STANDARD TERMS AND CONDITIONS
FOR THE SUPPLY OF GOODS
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Specification;
1.2 "Customer" means the organisation or person who purchases goods and services from the Supplier;
1.3 "Specification" means a statement or quotation written by the Supplier which may be in electronic form describing the goods to be provided by the Supplier;
1.5 "Supplier" means Houghton Tools Limited (Company Number 7836108) of Unit 1, Frenchs Avenue, Dunstable LU6 1BH.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods by the Supplier to the Customer.
2.2 Before the supply of goods, the Supplier shall submit to the Customer a Specification which shall specify the goods to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification. All Specifications shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the supply within any estimated time frame but time shall not be of the essence in the performance of the supply of goods.
3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Specification. Subject to the granting of credit terms by the Supplier, the Supplier shall invoice the Customer at monthly intervals; otherwise, payment shall be made by the Customer prior to supply of goods.
3.2 Invoiced amounts shall be due and payable within 30 days of the date of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of ten percent per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order prior to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
3.3 The granting of credit terms is at the sole discretion of the Supplier.
3.4 All prices quoted by the Supplier are exclusive of VAT which will be applied at the prevailing rate in accordance with applicable regulations.
3.5 The Supplier may amend any quoted price due to changes in market prices at the date of supply. The Supplier shall give the Customer written notice of its intention to vary prices in accordance with this Clause 3.5 and such amendment shall reflect the increased cost of labour, materials or transportation.
3.6 The Supplier may amend a quoted price that is found to be incorrect; the Supplier shall give the Customer written notice if any such error is found to have occurred and will be under no obligation to supply goods at the incorrect price.
3.7 The Supplier may vary any prices offered at any time without notice. Subject to the provisions of Clause 3.5 and 3.6, the Supplier will only be obliged to honour the original price for orders made before the price increase that are scheduled to be delivered within 30 days of the increase.
3.8 Unless specifically stated to the contrary, prices quoted shall exclude any taxes or other charges made by local, national or foreign government relating to the manufacture, sale, shipment, import, export or use of the goods and the Customer shall be liable for the cost of any such taxes, charges or fees.
4 SPECIFICATION OF THE GOODS
4.1All goods shall be required only to conform to the specification in the Specification. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet, website or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
4.2 All goods shall only be suitable for a particular purpose insofar as this is detailed in the Specification or within the Supplier’s recommendations for use of the goods.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
5.3 The Customer shall provide full details of their requirements with respect to delivery and the Supplier shall have no liability to the Customer in respect of failed delivery due to the insufficiency of the information provided.
5.4 If delivery is required to be made to a residential location, then the delivery will only be made to a ground floor entrance.
5.5 If the Specification allows for a timed delivery, the Supplier shall be liable to refund the extra charge for this service if the delivery is more than 30 minutes late.
5.6 It is the Customer’s responsibility to accept delivery of the goods, either at the advised delivery location or at an agreed alternative location. The Customer is liable to pay any return load and re-delivery charges incurred by the Supplier due to its failure to comply with this Clause 5.6.
5.7 If the Customer fails to accept delivery in accordance with Clause 5.6, the goods will normally be returned to the Supplier’s depot and the Supplier shall endeavour to arrange revised delivery details. Goods will only be left on site if prior agreement is made and this is conditional upon the Customer accepting all risk in the left goods; this provision shall be a condition precedent on leaving goods and the Customer’s acceptance of this Clause 5.7 is deemed to have been made.
5.8 The Customer is responsible for unloading any bulky goods and any waiting time incurred by the haulier due to delay in unloading goods or accepting delivery may be charged by the Supplier. The charge for waiting time shall be £50.00 per hour or part thereof and shall apply once the haulier has been on site for 30 minutes.
5.9 The Customer is responsible for signing for the acceptance of goods and this is a condition precedent on delivery. The Customer is responsible for ensuring that the delivery is correct in quantity and undamaged prior to signing for the delivery. The Supplier shall have no liability to the Customer and shall have no obligation to provide a refund if the goods are not properly checked by the Customer prior to signing for them.
5.10 The Supplier reserves the right to charge geographical surcharges for delivery to remote locations.
5.11 Large and bulky deliveries may be made on a pallet as necessary and disposal of any such pallet is the responsibility of the Customer. The delivery driver is not responsible for taking away any pallets or other packaging.
5.12 Deliveries are made by a separate delivery company and any damage caused by the haulier or their vehicles will be dealt with directly between the Customer and the haulier.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7 CUSTOMER`S OBLIGATIONS
7.1To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information reasonably required by the Supplier;
7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services;
7.1.4 comply with such other requirements as may be set out in the Specification or otherwise agreed between the parties;
7.1.5 ensure that any person using the goods are suitably trained and competent to use the goods safely.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods agreed to in the Specification, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods contracted for as set out in the Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2 if applicable, the timetable for the supply will be modified accordingly;
7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8 ALTERATIONS TO THE SPECIFICATION
8.1 The parties may at any time mutually agree upon and execute new Specifications. Any alterations in the scope of goods to be provided under this Agreement shall be set out in the Specification, which shall reflect the changed goods and price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the Specification by notice in to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.3 Where the Supplier gives notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice whether or not it wishes the alterations to proceed.
8.4 Where the Supplier gives notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1 Unless specifically stated to the contrary, the Supplier warrants that as from the date of delivery for a period of twelve months that the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
9.2 Any warranty offered excludes the effects of fair wear and tear, wilful or accidental damage, use other than as recommended by the Supplier, failure to follow the Supplier’s instruction, misuse or any alteration or repair made without the Supplier’s written approval.
9.3 If any goods supplied by the Supplier develop a fault during the warranty period or do not conform to the Specification, the Customer shall notify the Supplier in writing as soon as is reasonably practicable and in any case before the warranty period has expired. The Supplier shall be entitled to repair or replace the goods, supply a replacement component, refund all or a proportion of the amount paid at its reasonable discretion.
9.4 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement
11 LIMITATION OF LIABILITY
11.1Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to the Supplier for the goods to which the claim relates.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13.1 If the Customer has any complaints with respect of the service or goods provided by the Supplier, these should in the first instance be addressed to the Supplier. All complaints shall be submitted in writing and be clearly titled “Complaint” and shall clearly detail the reasons for the complaint.
13.2 The Customer shall allow the Supplier a minimum 14 days from the delivery of the complaint in order to respond to a complaint raised in accordance with Clause 13.1.
13.3 If the Customer does not accept the response to a complaint as detailed in Clause 13.2, then they shall notify the Supplier in writing within 14 days of the date of the response.
13.4 The Supplier shall be allowed a further 7 days from receipt to respond to the notice of non acceptance detailed in Clause 13.3.
14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post. Communication may be made in the form of electronic communication via the Provider’s Website and may take the form of postings thereon; for the purposes of this Agreement, the Customer agrees that this form of communication shall be deemed to be in writing.
20 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
21 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
22 GOVERNING LAW AND JURISDICTION
22.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
22.2 Where applicable, the Customer shall comply with all laws and regulations applicable in England relating to the export of goods. This shall include but not be limited to advising the Supplier of the ultimate destination of the goods and for ensuring that this is not prohibited by English law.