IDEAL HOSE AND SAFETY LIMITED
"Seller" means Ideal Hose & Safety Limited.
"Buyer" means the individual firm or company purchasing or intending to purchase Goods or request Services from the Seller pursuant to the Contract.
"Goods" means the goods and/or materials which the Seller is to supply in accordance with the Contract.
"Services" means the Services which the Seller is to supply in accordance with the Contract.
"Conditions" means the terms and conditions of sale set out herein and includes any special terms and conditions agreed in writing between the Buyer and the Seller and in the event of conflict the special terms and conditions shall prevail over the terms and conditions set out herein.
"Contract" means the contract between the Seller and the Buyer for the purchase and sale of the Goods or for the supply of Services.
3.1 The Seller shall have the right to
vary without notice the prices quoted to:
3.1.1 conform with the Seller’s price list ruling at the date of
3.1.2 reflect increases in pay or the cost of materials labour
transport or conforming to statutory obligations imposed
between the date of order and the date of delivery or
foreign exchange fluctuation; and/or
3.1.3 take account of implementing any requests by the Buyer
for changes in delivery schedules, completion dates,
quantities, qualities, designs or specifications; and/or
3.1.4 take account of delays caused by any instruction of the
Buyer or by any failure of the Buyer to give adequate
information or instruction.
3.2 All prices are subject to the addition of Value Added Tax ("VAT") at the rate applicable at the date of despatch.
3.3 Where before delivery or the date of the invoice whichever is the earlier the Goods or Services become subject to any additional duty VAT or any other tax or surcharges in excess of the sum specified for such liabilities in the Seller’s quotation or invoice the Buyer shall be charged and will pay such extra duty tax or surcharge.
4.1 If the Seller delivers the Goods to the Buyer’s premises or elsewhere to the Buyer’s instructions then delivery under the Contract shall be at the time and place of actual delivery at the Buyer’s premises or elsewhere as the case may be. The Buyer shall be responsible for off-loading the Goods.
4.2 Time shall not be of the essence in relation to despatch delivery or completion of the order. Any dates quoted for despatch or delivery of the Goods or completion of the order are approximate only and the Seller shall not be liable in respect of loss suffered as a result of failure to despatch deliver or complete by the date quoted and no delay shall entitle the Buyer to cancel the order or refuse to accept delivery at any time.
4.3 The Seller reserves the right to deliver the Goods by instalments and in such event each instalment shall be deemed to be a separate contract and the time for each delivery shall not be of the essence of the Contract provided that deliveries of further instalments may be withheld until the Goods comprised in earlier instalments have been paid for in full.
4.4 Notwithstanding the fact that the quantity of Goods delivered shall exceed or fall short (in either case up to 5%) of the quantity agreed to be supplied such delivery shall constitute good performance of the Contract by the Seller who shall be entitled to charge for the quantity actually supplied, such variation in quantity being so slight that it would be unreasonable for the Buyer not to accept the revised quantity.
5. Force Majeure
Should the Seller be delayed or prevented from meeting its obligations under the Contract as a direct or indirect result of any Force Majeure including without limitation, industrial dispute, fire, breakdown, shortage of raw materials, official acts of government or any other circumstances beyond their control, the time for delivery or performance shall be extended for a reasonable period having regard to the effect of such event and in no event shall the Seller be liable to the other for any delay or failure to meet its obligations so occurring PROVIDED THAT reasonable notice of Force Majeure has been served on the other.
8. Storage and Carriage
8.1 If due to the fault of the Buyer:
8.1.1 The Seller shall be unable to deliver the Goods; or
8.1.2 if the Buyer being so obliged shall fail to collect
the Goods from the Seller’s premises;
then delivery of the Goods shall be deemed effected at the date on which delivery would have been made and the Goods shall be deemed accepted by the Buyer.
8.2 Without prejudice to any of the
Seller’s other rights from time to time that the Goods should have been
delivered the Seller may either:
8.2.1 store the Goods for the Buyer at the premises of the Seller
or elsewhere but without liability for any loss or damage
occurring after the date when the same should have been
delivered (unless caused by the Seller’s negligence) for
which storage the Buyer agrees to pay as an addition to the
price all reasonable charges; and/or
8.2.2 as the Buyer’s agent arrange for carriage of the Goods to
the Buyer together with transit insurance. Such
arrangements shall be deemed to be made at the Buyer’s
request and pursuant to a contract separate from the
Contract and the costs thereof shall be reimbursed by the
Buyer to the Seller pursuant to such separate contract.
9. Drawings and Specifications
9.1 The Buyer shall indemnify the Seller in respect of any loss arising from unreasonable delay by the Buyer in furnishing adequate and suitable drawings specifications parts or materials required to enable the Seller to proceed with performance of its contractual obligations.
9.2 Where drawings specifications parts or materials are supplied by the Buyer to the Seller then the Seller shall be entitled to rely on the accuracy and adequacy thereof.
10. Loss, Shortage or Damage
Where the Seller has no contractual obligation to install or to supervise the installation of Goods or Services the Seller may upon request and in connection with the Goods or Services provide for the Buyer’s information such technical advice or assistance as it deems necessary PROVIDED THAT and it is hereby agreed that all such technical advice or assistance is given without charge and the Seller shall be under no obligation or liability therefore, the same being expressly accepted at the Buyer’s own risk.
The Seller shall (in lieu of all other liability to the Buyer for loss where patents designs trademarks and similar rights have been infringed by use or sale of the Goods) indemnify the Buyer against claims (including the costs thereof) by the owner or licensees of United Kingdom patents and registered designs published at the date hereof for infringement thereof by use or sale of the Goods PROVIDED THAT:
13.1 the Seller shall be entitled to a release and indemnity from the Buyer in respect of infringements resulting from use or adoption by the Seller of the Buyer’s parts designs or specific instructions or from use or sale in association or combination with other items where infringement would not otherwise have occurred or from use of such Goods in a manner or for a purpose or in a foreign country not specified by or disclosed to the Seller.
13.2 if the Buyer accepts that this indemnity is conditional upon the Buyer immediately informing the Seller of any claim being made or action threatened or brought against the Buyer and on the Buyer permitting the Seller alone (and at the Seller’s expense) to deal with all negotiations for a settlement of the claim and the conduct of any litigation that may ensue.
13.3 The Buyer on its part warrants that any design or instruction furnished or given by it shall not be such as will cause the Seller to infringe any letters patent registered design trademark or copyright design right or any other intellectual property right in the execution of the Contract and the Buyer hereby agrees to indemnify the Seller against any costs claims expenses whatsoever and howsoever arising from such infringement.
14. Copyright and Confidentiality
14.1 The Buyer is not authorised to copy publicise or make available to any third party any drawings specifications written instructions and other technical papers supplied by the Seller in connection with its quotation or hereunder and the same shall remain its property and shall be returned on demand or on termination or completion of the Contract. The Buyer shall at all times treat such information as confidential and may only use and make available to third parties the confidential information which is given to it insofar as this is for the adjudication of the quotation performance of the Contract and the use of the Goods or the supply of Services.
14.2 Any of the Seller's business trade secrets or confidential information which may come into the Buyer's possession must be regarded as strictly confidential even after the termination or completion of this Contract.
15. Tools etc.
15.1 Tools, moulds, dies etc. whether charged for separately or included in the price quoted remain the property of the Seller unless otherwise agreed in writing. They will be preserved for not less than twelve (12) months after the date of the last delivery of Goods or the supply of Services made there from.
15.2 Any unprocessed raw materials specifically purchased for the production of the Buyer’s order(s) or any partly processed or unfinished parts made from such materials remaining in the possession of the Seller after termination of any Contract subject to these Conditions prior to its complete performance shall be the responsibility of the Buyer who shall pay for the same upon receipt of the Seller’s invoice in respect of the same.
16. Testing and Certification
16.1 Where the Seller is obliged by the terms of the Contract to conduct tests on the Goods then (subject to clause 16.2) such tests will be conducted in accordance with accepted practices within the industry or as determined in writing by the Seller.
16.2 Where the Seller is obliged by the terms of the Contract to conduct a pressure test on site (whether the site be that of the Buyer or of a third party) then the Buyer shall ensure:-
16.2.1 that the Seller has full and free access to such site at all times; and
16.2.2 that the Seller shall have free access to power and water.
16.3 The Seller will issue a certificate setting out the results of the test(s) carried out in accordance with clause 16.1 and 16.2 and will be accepted by the Buyer as being a true record and passing the required test(s) and the Seller shall have no liability thereafter other than as set out in clause 11.
16.4 The Seller shall not be liable for any delay occasioned by the failure of the Buyer or any of its other contractors or any other third party to perform any of its obligations set out in this clause 16.
17.1 The Seller shall indemnify the Buyer against damage or injury to its property or person or that of others to the extent directly caused by the negligence of the Seller its sub-contractors or agents while on the Buyer's premises for the purposes of the Contract but not otherwise by making good such damage to property or compensating personal injury PROVIDED ALWAYS that the Seller's total liability to the Buyer for damage to property (including damage caused by the Seller's breach of contract tort or breach of statutory duty) shall not exceed the contract price and PROVIDED ALSO that the Seller shall not be liable to the Buyer for any loss of use production profit or contracts or save as aforesaid for any loss damage or injury of any kind whatsoever and whether caused by the Seller's breach of contract tort breach of statutory duty or otherwise.
17.2 The Buyer shall indemnify the Seller against all losses damages injuries (including death) to any persons or loss of or damages to any property (including the Goods) which may arise out of the Buyer's or any employee's act default or negligence and against all claims demands proceedings damages costs charges and expenses whatsoever in respect thereof or in relation thereto PROVIDED THAT the Buyer shall not be liable for nor be required to indemnify the Seller against any compensation or damages for or with respect to injuries or damage to persons or property to the extent that such injuries result wholly from any act default or negligence on the part of the Seller.
18. Determination of Contract
If the Buyer shall break any provision of this or any other Contract with the Seller or suffer distress or execution or commit and act of bankruptcy make arrangements with creditors or go into liquidation (except for the purposes of amalgamation or reconstruction) or have an administrator or administrative receiver or manager appointed or administration order made against it the Seller may (without prejudice to any other claim or remedy) suspend performance of or determine this or any other such Contract forthwith by written notice or suspend any further deliveries of work and shall be entitled to payment for Goods or Services already delivered or supplied and work in progress under the Contract in question.
All notices authorisations and consents and approvals given pursuant hereto shall be in writing (which shall include confirmed facsimile transmission) in the English language to be effective and notices sent by post shall be deemed to have been given at the time when they would have been received in the ordinary course of the post and notices sent by facsimile transmission shall be deemed to have been received on the next working day following receipt.
20.1 If any dispute arises between the
Buyer and the Seller senior
representatives of the parties shall within 30 days of a written request from either party to the other meet in a good-faith effort to resolve the dispute.
20.2 If the dispute is not resolved at such meeting either party may propose to the other in writing that the matter be referred to a non-binding mediation.
20.3 The parties intend to co-operate in implementing the above procedures and any ensuing mediation process. However, either party may withdraw at any time upon written notice to the other, from the negotiations and/or from the mediation and may institute court proceedings as if this Clause 20 did not form part of the Contract.
20.4 The Buyer and the Seller agree that all negotiations held and documents written during the mediation procedure (irrespective of whether or not an agreement is reached) shall be confidential and the subject of such negotiations and documents shall not be disclosed in any subsequent court proceedings.
21.1 In these terms and conditions use of
the singular shall include the
plural and vice versa and use of gender shall be immaterial.
The Contract shall be governed by English Law and the parties hereto hereby irrevocably submit to the jurisdiction of the English courts.