In these conditions the "Company" means Hi-Wire Ltd and the "Customer" means the person or Company to whom the document is addressed. 'The Goods means any goods which are the subject of an order from the Customer to the Company.
2.1 Quotation shall be valid for a period not exceeding 30 days from its date, unless withdrawn earlier, which the Company reserves the right to do at any time prior to acceptance of an order based thereon.
2.2 No order shall be deemed accepted until the Company's written acceptance thereof has been sent to the Customer or the goods have been despatched to the Customer.
2.3 Variations in these terms will not be recognised by the Company unless a director of the Company has specifically accepted them in writing. No servant or agent of the Company has power to vary these conditions orally or to make representations or promises about the condition of the Goods, their fitness for any purpose or any other matter whatsoever.
2.4 All quotations given and all contracts made by the Company and any additions or amendments thereto shall be subject to these conditions of sale which supersede and shall be taken to override any terms and conditions proposed by the Customer.
3.1 Unless otherwise stated, the prices specified in the Company's quotation are inclusive of delivery within the Company's free delivery area, but exclusive of packing, VAT and any other taxes and duties.
3.2 In the event of orders not being accompanied by sufficient information to enable the Company to proceed with the execution thereof the Company reserves the right to amend the contract prices to cover any increase in costs which have taken place after acceptance of the order.
3.3 The Company reserves the right to add to the invoice price of the Goods a reasonable charge to cover any major changes in raw material prices prior to delivery of the Goods.
3.4 Prices quoted are subject to review for errors and omissions at any time.
4 TECHNICAL DATA
All drawings, descriptive matter, price lists or advertisements whether or not supplied with a quotation or tender are approximate only and are intended merely to give a general idea of the goods described therein and shall not form part of the contract between the Company and the Customer.
5.1 Packing will be in accordance with the Company's standard packing unless otherwise specified. The Company reserves the right to make an additional charge for any additional packing costs incurred in meeting any special packing requirements of the Customer.
5.2 The Customer acknowledges that any re-usable packaging (e.g. pallets, reels, collars, etc.) used to supply the Goods that have not been charged for does not form part of the Goods and remains the sole property of the Company. The Company reserves the right to invoice the Customer for all packaging not charged for used to supply the Goods if it is not returned to the Company in an undamaged and re-usable condition within three months of the date of delivery of the Goods.
5.3 Upon the request of the Company, the Customer shall from time to time provide details of all re-usable packaging not charged for in its possession, including where applicable identification numbers. Packaging bearing the Company's trademarks may only be used for the Goods and may in no case be used for any other goods or products.
5.4 The Company reserves the right to invoice the Customer for all packaging used to supply the Goods.
6.1 The Company will endeavour to deliver the Goods to the Customer on the date or dates specified by the Company at the time of order but the time for delivery shall not be of the essence of the contract unless the Company so agreed in writing. In no circumstances shall the Company be liable for any loss or damage sustained by the Customer in consequence of failure to deliver by the agreed date or in consequence of any other delay in delivery however caused.
6.2 If the delivery date or other terms of delivery, such as colour, design or any other particulars necessary for the making of the Goods are not specified in the contract the Customer shall give such particulars in reasonable time to allow the performance of the contract.
6.3 Delivery schedules signed on behalf of the Customer shall be conclusive evidence of receipt of Goods described. The Customer shall note any claim for short delivery or for damage to Goods on the delivery schedule therein at the time of delivery or collection and shall confirm such claims in writing to the Company's head office within three working days from the date of delivery. The Company will arrange for collection at its own expense. Any claims for non-delivery of the Goods shall be notified to the Company within ten (10) working days of the scheduled delivery date. Compliance with the requirement for notification shall be a condition precedent to any claim for short delivery or damaged Goods. If short delivery does take place the Customer undertakes not to reject the Goods but accept the Goods delivered as part performance of the contract. Any claim that Goods do not comply with the order shall be notified to the Company within 30 days of delivery.
6.4 Quantities delivered may vary by +/- 10% between the ordered and delivered quantities and the Customer shall not be entitled to make any claim in respect thereof. An invoice shall be issued for actual quantities delivered and sent to the Customer for each delivery.
6.5 If the Customer fails to take delivery on the agreed date the Company shall be entitled to store and insure the Goods and to charge the Customer the reasonable costs of so doing.
6.6 Unless otherwise agreed delivery shall be deemed to take place when the Goods are made available for off-loading at the Customer's premises.
6.7 Orders for Goods under £400 invoice value will be charged extra carriage unless otherwise confirmed by the Company in writing. The Company reserves the right to invoice the Customer for any additional delivery costs incurred in meeting any special delivery requirements of the Customer.
7 FORCE MAJEURE
Deliveries may be partially or totally suspended by the Company during any period in which it may be prevented from manufacturing, supplying or delivering by normal route or means of delivery the Goods through any circumstances beyond its reasonable control including (without limitation) strikes, lock-outs or differences with workmen, civil disturbances, terrorism, war, Queen's enemies, pandemics, epidemics, quarantines or other public health emergencies of similar nature, Acts of God, storms, floods, tempests, seizures, arrests or requisitions of the Goods or of the raw materials from which they are ordinarily made, government requirements, quota or licence restrictions, shortage or delay in obtaining fuel, power, materials or labour. If the total or partial suspension of the contract shall exceed two months the contract may be cancelled by either party on written notice. The Company shall not be under any liability arising out of its failure to deliver which is directly or indirectly attributable to such event.
8.1 Payment is due in accordance with any written agreement in existence between Seller and Buyer. In the absence of such an agreement payment terms are strictly net 30 days from the date of the Company's invoice.
8.2 If the Customer does not pay on the day when payment is due the Company shall be entitled to charge interest on a daily basis from the date due until payment is made (both before and after judgement) at the rate of 3% above Barclays Bank Plc base lending rate.
8.3 In addition to the Company's remedies under Clause 8.2 if any payments due to the Seller by the Buyer are not made on the due dates the Company shall be entitled to require immediate payment for all Goods delivered under any other contracts between the Company and the Customer.
8.4 The Customer shall not be entitled to withhold payment of any amount payable under this contract to the Company because of a disputed claim of any nature nor shall the Customer be entitled to set off against any amount payable under this contract to the Company any amount which it claims is owed to it by the Company.
8.5 If it is necessary for the Company to instruct solicitors and/or a debt recovery agency to effect recovery of the amounts outstanding, then such costs incurred by the Company in so doing shall be borne by the Customer.
9 PASSING OF PROPERTY AND RISK
9.1 The Goods shall remain the sole and absolute property of the Company and title in them shall not pass to the Customer until such time as the Customer shall have paid to the Company the full price for the Goods and the full price for any other Goods the subject of any other contract between the Company and the Customer.
9.2 The Customer acknowledges that it is in possession of the Goods solely as bailee for the Company until such time as title in the Goods passes to the Customer.
9.3 Until such time as title in the goods passes to the Customer, the Customer will store the goods on its premises separately from the Customer's own property and the property of any other person and in a manner which makes the Goods properly identifiable as the Goods of the Company.
9.4 The Customer's right to possession of the Goods shall cease if the Company's rights under Clause 10 shall become exercisable and, in such an event, the Company shall be entitled to enter upon any premises where the Goods are stored or where they are reasonably thought to be stored for the purpose of repossessing such Goods.
9.5 Subject to the terms hereof, the Customer shall hold the Goods as bailee for the Company. The Customer is licensed by the Company to resell the Goods provided that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies or paid into any overdrawn bank account and shall be at all time identifiable as the Company's monies.
9.6 If the Customer has not received the proceeds of any such sale it shall within seven days of a request from the Company, assign to the Company all rights against the person or persons to whom the Customer had supplied the Goods.
9.7 Risk in the Goods shall pass to the Customer on delivery.
10 CANCELLATION OF CONTRACTS
The Company reserves the right to cancel or suspend any contract with the Customer if any amount due to the Company from the Customer is overdue or, where the Customer is a Company if:
10.1 The Customer fails to make payment in accordance with Clause 8; or
10.2 the Customer breaches the terms of the contract and, where the breach is capable of remedy, fails to remedy the breach within fourteen (14) days of receiving notice requiring the breach to be remedied; or
10.3 The Customer shall convene a meeting of its creditors; or
10.4 A proposal is made for a voluntary arrangement within Part * of the Insolvency Act 1986 or if a proposal is made for any other composition, scheme or arrangement with (or assignment for the benefit of) the creditors of the Customer; or
10.5 The Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
10.6 A receiver, liquidator, administrator, supervisor or administrative receiver is appointed in respect of all or any part of the business or assets of the Customer; or
10.7 A petition is presented or a meeting is convened for the purpose of considering a resolution (or other steps are taken) for the winding-up of the Customer otherwise than for the purpose of an amalgamation or reconstruction where such amalgamation or reconstruction has the prior written approval of the Company; or
10.8 A petition is presented for an administration order, or
10.9 Where the Customer is an individual or partnership its rights to possession of the Goods shall cease if the circumstances arise which in the reasonable opinion of the Company are to the same nature as the circumstances listed in Clauses 10.3 to 10.8 above.
The Company shall have a general lien in respect of all sums due from the Customer upon all Goods to be supplied to such Customer or upon which work has been done on the Customer's behalf and, upon 14 days written notice to the Customer, may sell such Goods and apply the proceeds towards the satisfaction of any sums due to the Company from the Customer.
12.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sales of Goods Act 1979 or Part 1 of the Consumer Protection Act 1987) are, to the fullest extent permitted by law, hereby excluded.
12.2 The Company undertakes to repair or replace (at the option of the Company) any Goods which are shown to be defective in materials or workmanship within 6 months of delivery. The Company shall be under no liability under the foregoing guarantee if:
12.2.1 The Customer has not paid in full for the Goods; or
12.2.2 The defect is apparent from an inspection of the Goods and the Customer has failed to notify the Company within the time limit specified in Clause 6.3; or
12.2.3 The Company has not been notified of the non-apparent defect within ten days of the Customer's becoming aware of its existence; or
12.2.4 The Goods are not in their original state or have been modified.
12.3 All claims under the foregoing guarantee must be submitted in writing with full details and samples of the defective Goods.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 If a claim is made for infringement of a third party patent validly issued in the European Union arising directly from the use of the Goods by the Customer, the Company at its own expenses shall conduct any ensuing litigation and all negotiations for a settlement of the claim and shall bear the cost of any payment (either by way of a lump sum or a continuing royalty payment) made in settlement, or as a result of an award in a judgement against the Customer in the event of a litigation, subject to the limits set below and provided that:
13.1.1 the Customer gives the Company prompt notice of such claim being made or action threatened or brought against the Customer;
13.1.2 the Customer allows the Company to assume sole authority to conduct the defence or settlement or such claim or any negotiations related thereto at the Company's expense;
13.1.3 the Customer provides the Company with all reasonable information, co-operation and assistance requested by the Company in connection with such claim; and
13.1.4 the Customer refrains from making any admission and/or settlement without the Company's prior written consent.
13.2 If it is made a condition of any settlement made by the Company, or judgment awarded against the Customer pursuant to Clause 13.1 above, the Customer shall return or destroy, as applicable, all infringing Goods under its control, subject to the Company, at its option: (i) replacing the infringing Goods with non-infringing Goods; or (ii) procuring a license for the Customer to use the infringing Goods on reasonable conditions; or (iii) if (i) and (ii) are not feasible for technical or economic reasons, refunding to the Customer the price of the Goods less straight line depreciation over 15 years from the date of delivery.
13.3 The foregoing states the entire liability of the Company to the Customer and the Customer's sole and exclusive remedies against the Company in connection with claims based on the infringement by the Goods of any third party patent. Furthermore the liability of the Company pursuant to this Clause 13 is expressly limited to the purchase price of the infringing Goods and the Company shall not be liable for any indirect, incidental or consequential losses or damage, including without limitation loss of use of the Goods.
13.4 The provisions of this Clause 13 shall not apply to any claims based on (i) the Company's compliance with the Customer's design, drawings or specifications; or (ii) use of the Goods in a manner or for a purpose which was not foreseeable; or (iii) the assembly, function or use of the Goods in conjunction with a product not supplied by the Company, where such assembly, function or use is the cause of the infringement; or (iv) the modification of the Goods by the Customer or a third party; or (v) infringement arising in a country other than the country where the Goods are delivered to the Customer as provided for in the contract or purchase order.
14 EXCLUSION OF LIABILITY
14.1 The Company's guarantee is provided by the Company and accepted by the Customer in substitution for all express or implied representations, conditions and warranties (statutory or otherwise) as to:
14.1.1 The state, quality, fitness for purpose or performance of the Goods; and
14.1.2 The standard of the Company's workmanship (which, nevertheless, the Company warrants is carried out to a reasonable workshop accuracy for the respective class of material); and
14.1.3 The state, quality, fitness or performance of any materials used in connection with the Goods, and all such representation, conditions and warranties are hereby expressly excluded.
14.2 Except for any liability which it may incur for (i) death or personal injury resulting from negligence, or (ii) fraud or fraudulent misrepresentation, or (iii) any other liability the exclusion of which is forbidden by law, the Company shall not be liable under any circumstances or in any manner whatsoever whether in contract, in tort or otherwise for any indirect or consequential or other loss or damage or injury however caused which may arise out of or in connection with the supply of Goods to the Customer (including Goods supplied under the Guarantee set out in Clause 12), including any costs incurred in connection with the removal of defective Goods and the installation of repaired or substituted Goods.
14.3 Without prejudice to Clauses 14.1 and 14.2 above, the Company's aggregate liability arising out of or in connection with any contract or purchase order, however such liability is based, shall in no event exceed two (2) times the price of the Goods with respect to which a claim is made, in addition to the cost of repair or replacement of such Goods, and the Customer agrees to insure adequately to cover claims in excess of such amount, and to obtain from its insurers a waiver for any recourse against the Company. For the purposes hereof, the price shall be the price at which the Goods are invoiced by the Company to the Customer, less the cost of copper.
15. WEBSITE RETURNS & CANCELLATION POLICY
We will refund any goods purchased on our website if they are returned to us within 28 days of receipt in their original condition, unopened and unused and in their original packaging. Orders made on our website can be cancelled by contacting our sales office prior to the goods being dispatched. This does not affect your statutory rights.
16. PROPER LAW
This contract and the construction thereof is to be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts.