Terms and Conditions
HYDRAPRODUCTS LIMITED – TERMS AND CONDITIONS
1. Legal Construction - The goods supplied by or for Hydraproducts Limited (hereafter called the “Company”) are supplied on the following express terms and all
warranties, conditions and liabilities imposed on the Company or implied by Common Law, Status or otherwise, are hereby entirely excluded.
2. Validity of Quotation - All quotations are subject to confirmation by the Company, after receipt of Customer’s official order, and no contract shall be concluded
until such confirmation has been despatched by the Company. Such confirmation and this quotation shall contain all the terms on the contract between the Company
and the Customer. No conditions attached by the Customer to such order shall have effect unless specifically incorporated in the Company’s Conditions.
3. Price Adjustment Rights - All quotations, estimates and acknowledgements of order are based on current rates for materials, wages, insurances, taxes, carriage and
other general costs to the company, and are subject to adjustment in the event of any increase. Therefore the company expressly reserve the right to increase costs
during the currency of an order, the price of the undelivered portion of the order outstanding at the date of such change shall be subject to proportional adjustment.
The purchaser shall pay any extra costs incurred as a result of the interruption or alteration of work through the purchaser’s instructions or lack of instructions.
Typographical or clerical errors are subject to correction by either the company or purchasers.
4. Settlement Terms - Prices quoted are strictly nett monthly unless otherwise stated.
5. Prices - All prices are nett ex-works. All prices are exclusive of VAT.
6. Cancellation of orders - Cancellation of orders in whole or in part, cannot be accepted without the Company’s consent in writing. The purchaser shall be liable for
the full price of all goods sold or agreed to be sold or supplied by the company. In the event of the company storing goods this will be done at the purchasers risk
and at a reasonable rate payable by the purchaser.
7. Delivery - The delivery date entered on an order acknowledgement is given in good faith and the company will use their best endeavours to adhere to same.
However, unless expressly agreed in writing any such date will not constitute a contractual commitment upon the company and no liability will attach to them if any
such date is not met. Further no liability will be accepted for delay, expense or damage caused by reason of (a) late, wrong, short or damaged delivery of goods the
company suppliers or carriers (b) shortage or lack of goods, labour or materials due to an act of God, war, riot or civil commotion, strike, lockout or other industrial
action, fire, flood, drought or any other causes whether or not of a similar kind beyond the control of the company. (c) amendments or variations of any matters made
at the request of the purchaser.
8. Force Majeure – In the event of dislocation of work in the establishment of the Customer or the Company or the Company’s Suppliers during the currency of the
contract, owing to strikes, lockouts, trade disputes, breakdowns, accident and/or causes beyond control, delivery may be partially or wholly suspended upon notice
given until the dislocation in working is ended. The time of any such suspension will be added to the delivery period of the original contract.
9. Goods sold F.O.B. Where goods are sold F.O.B. the responsibility of the Company shall cease the moment the goods are placed on board ship, and the Company
shall be under no obligation to give the Customer the notice specified in section 32 (3) of the Sale of Goods Act 1893.
10. Damage: Loss in Transit – The Company does not except any responsibility for goods damaged in transit, unless such damage is reported by separate notice in
writing to the carrier, and to the Company, within three days of receipt of goods by the consignee, and the goods have be signed for as not examined. In the event of
non-delivery of the goods in whole or in part, no claim can be entertained, unless notice in writing of such non-delivery reached the Company within such a time
from the date of despatch as shall enable a claim to be made on the carrier.
11. Company’s Guarantee – Defective goods, all parts, of the Company’s manufacture or supply will be replaced or repaired at our option, free, carriage paid in the
United Kingdom or F.O.B. British Port, within twelve months after despatch ex works provided that such goods shall be proved to our satisfaction to be defective,
but no claim for expenditure upon any such goods or for any consequential damages will be entertained. No claim for exchange or repair can be considered unless
the claimant returns the unit, subject of the complaint; carriage paid to the Company with full particulars and refers to this guarantee. No claim will be entertained
when units have been used in excess of their stated performances, or under conditions, which in the opinion of the Company, would cause premature failure.
12. Performance- Figures relating to the performance and published or communicated by the Company are based on experience obtained during tests by the Company
or the Company’s Suppliers and do not involve us in an liability for failure to obtain equivalent results on any specified installation. In cases where specific
performance has been guaranteed, liability is subject to the goods having been correctly installed, and is limited to accepting the return of the units/parts and
refunding any monies paid directly for them. Full opportunity shall be given to the Company to remedy any failure to give satisfactory performances.
13. Indemnity Against Infringement of Patents – The Customer shall indemnify the Company against any claim or liability in respect of any infringement of a patent
or registered design, resulting from compliance with the Customers instructions expressed or implied.
14. Design Changes – In pursuance of the Company’s and the Company’s Suppliers various policies of constant development on products, the right is reserved to
depart, without notice from any detail illustrated or specified, without incurring the obligation to provide such modifications on equipment previously delivered.
15. Arbitration – All disputes, differences or questions at any time arising between the parties as to the construction of the contract or as to any matter or thing arising
out of the contract or in any way connected therewith shall be referred to arbitration in accordance with the Arbitration Act 1950 and any statutory modification or
re-enactment thereof for the time being in force.
16. Proper Law – The proper law of the Contract between the parties shall be the law of England and the Customer shall be deemed to have submitted to the
jurisdiction of the English Courts.
17. Risk of Property – (a) Risks in the Goods (which expression shall in this cause include part of the Goods) shall pass to the Customer on delivery. (b) (1) Property in
the Goods shall pass to the Buyer on whichever shall be the first to occur of the following (i) Payment being received by the Company for the Goods and no other
amounts then being outstanding from the Customer to the Company in respect of other goods of a like nature; or (ii) the Company waiving its rights under this clause
in respect of specified Goods whereupon title to the said specified Goods shall forthwith vest in the Customer. (2) Until property in the Goods passes the Customer
shall hold the Goods as bailee and agent for the Company (3) Not withstanding that property in the Goods has not yet passed to the Customer the Customer may
nevertheless in the ordinary course of its business, sell use or consume the Goods or incorporate the Goods in any other Products. The proceeds of any such further
sales or supplies of the Goods whether separately or in other products and limited to the invoice value (inclusive of VAT) of those specific goods under the contract
of which this clause forms a part, will belong to the Company. (4) Until property in the Goods shall have passed to the Customer any of the Goods remaining in the
possession of the Customer shall as far as possible be kept separate and distinct from all property of the Company or of other persons and stored in such a way as to
be clearly identifiable as belonging to the Company. (5) If the Customer shall have failed to make payment for any of the Goods or any other Good of a like nature
on due date, the Customer shall place any of the Goods which are the property of the Company at the disposal of the Company and the Company shall be entitled to
enter upon any premises where Goods are stored for the purpose of removing and retaining such Goods PROVIDED THAT the Company shall not retain more of
the Goods than those the aggregate invoice value (including VAT) of which is equal to the amount (including VAT and interest) owing to the Company by the
Customer for the Goods and any other Goods of a like nature. The Customer’s obligation to place such Goods at the disposal of the Company shall extend (but
without limitation) also to any of such Goods which have been incorporated in or together with any other products PROVIDED only that their severance from any
such products is possible without materially damaging the components thereof (6) No defect or invalidity affecting any of the above Sub-clauses shall affect the
validity of any other Sub-clauses of this clause.