TRADE TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS – HRANIPEX LIMITED
1. Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1. Definitions
1.1.1 Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.1.2 Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
1.1.3 Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
1.1.4 Contract: the contract between Hranipex and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
1.1.5 Customer: the natural person or company who purchases the Goods from Hranipex.
1.1.6 Delivery Location: has the meaning given in clause 4.2.
1.1.7 Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control, including but not limited to, acts of god, natural disasters, war, pandemic, epidemic, government policies or restrictions or control, trade or industrial disputes of whatever nature (whether or not such dispute involves a party, its employees or agents).
1.1.8 Goods: the goods (or any part of them) as set out in the Order..
1.1.9 Hranipex: Hranipex Limited registered in England and Wales with company number 07754143.
1.1.10 Order: means any written or oral request made by the Customer to Hranipex for the purchase of the Goods, whether communicated by email, telephone, directly to Hranipex’s customer service team including but not limited to the quantity and type of goods, delivery date and location.
1.1.11 Specification: the description or specification of the Goods (if any) provided in writing by Hranipex.
1.1.12 Warranty Period: has the meaning given in clause 5.1.
1.2. Interpretation
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
2. Basis of contract
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. Each Order submitted by the Customer shall include details of the quantity and type of Goods, place of delivery, the anticipated delivery date, the preferred transportation method and any other information Hranipex may request.
2.3. The Customer is responsible for ensuring that the terms of the Order are complete and accurate, and in the event delivery of the Goods identifies any defects due to the inaccuracy of the Order, Hranipex shall have no liability to the Customer for any defects in the Order or the delivery of the Goods, to the extent such defects are as a result of the Order having been incomplete or inaccurate.
2.4. The Order shall only be deemed to be accepted on the earlier of Hranipex issuing a written acceptance of the Order, or Hranipex dispatching the Goods or notifying the Customer that they are available for collection, at which point, and on which date, the Contract shall come into existence.
2.5. The Customer is not entitled to cancel the Order once the Order has been accepted by Hranipex, and the Contract comes into existence in accordance with clause 2.4. The Customer will be obligated to take over the Goods ordered from Hranipex within the delivery period specified by Hranipex and make payment of the price within the time period set out the Contract.
2.6. Any samples, drawings, descriptive matter or advertising produced by or on behalf of Hranipex and any descriptions or illustrations contained in Hranipex's catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. A quotation for the Goods given by Hranipex shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
3. Goods
3.1. The Goods are described in Hranipex's digital catalogue or brochure which can be accessed on its website and on any Specification.
3.2. Hranipex reserves the right to amend the description or Specification if required by any applicable law or regulatory requirement and shall notify the Customer in any such event.
4. Delivery
4.1. Hranipex shall use its reasonable endeavours to ensure that each delivery of the Goods is accompanied with a delivery note provided by Hranipex which shows, at a minimum, the date of the order, the type and quantity of the Goods, the price of the delivered Goods and the Delivery Location.
4.2. Hranipex shall appoint a courier to deliver the Goods to the location as specified in the Order or to such other location as the parties may agree(Delivery Location) at any time after Hranipex notifies the Customer that the Goods are ready.
4.3. Delivery of the Goods shall be deemed to be completed:
4.3.1 where the Goods are delivered by a courier or other third party at the time Hranipex hands over the Goods to the courier or other third party; or
4.3.2 where the Goods are delivered to the Delivery Location by Hranipex within the delivery period, at the time of unloading the Goods at the Delivery Location.
4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Hranipex shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Hranipex with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5. Hranipex may reasonably extend the duration of the agreed delivery period if:
4.5.1 the Customer makes additional requests regarding the Order, and Hranipex accepts the request, subject to the variation of any agreed delivery period; or
4.5.2 unforeseeable events beyond the reasonable control of Hranipex have a significant impact on the production or delivery of the Goods, including if such events occur in relation to a subcontractor of Hranipex. This includes, but is not limited to, disruptions in production operations, delays in the supply of raw materials and auxiliary means, material defects, administrative measures and restrictions.
4.6. If the delivery of the Goods becomes impossible due to an event mentioned in clause 4.5.2, Hranipex’s obligation to deliver the ordered Goods ceases. Hranipex shall inform the Customer in such circumstances and the Customer will have no right to compensation for damages or losses of such cancellation or non-delivery.
4.7. Hranipex may cancel or only partially cancel a previously confirmed Order and terminate the Contract if significant economic or operational events prevent it from performing its obligations under this Contract (including but not limited to substantial increase in input costs, shortage of workforce due to pandemic, disruptions in energy or raw material supply). In such instances, Hranipex shall promptly notify the Customer in writing. The Customer will have no claim for damages or losses, including any claim for loss of profits and waives any right to make such claims.
4.8. If the Customer fails to accept delivery of the Goods within three Business Days of Hranipex notifying the Customer that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or Hranipex's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Hranipex notified the Customer that the Goods were ready; and
(b) Hranipex shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance)
4.9. Hranipex may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality
5.1. Subject to clause 5.4, Hranipex warrants that on delivery, and for a period 12 months from the date of delivery (Warranty Period), the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2. Subject to clause 5.3, if:
(a) the Customer gives notice in writing to Hranipex within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) Hranipex is given a reasonable opportunity of examining such Goods by whatever means it deems necessary; and
(c) the Customer (if asked to do so by Hranipex) returns such Goods to Hranipex's place of business at Hranipex's cost,
Hranipex may at its sole discretion and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3. Hranipex shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Hranipex's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of Hranipex following any drawing, design or specification supplied by or on behalf of the Customer;
(d) the Customer alters or repairs such Goods without the written consent of Hranipex;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
(g) the warranty claim made by the Customer relates to the immaterial difference between the colours of any Goods shown in Hranipex’s catalogue or website advertising and the actual colour shades of the physical Goods, which the Customer acknowledges and agrees may differ, including for technical reasons.
5.4. In relation to certain Goods, Hranipex may offer a Warranty Period or scope which differs from that specified in clause 5.1. In such instances, the Customer shall be notified of the Warranty Period and the extent of the warranty on the product page of the applicable Good on Hranipex’s website and/or by way of notification from Hranipex within their acceptance of their Order.
5.5. Except as provided in this clause 5, Hranipex shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7. These Conditions shall apply to any repaired or replacement Goods supplied by Hranipex.
6. Title and risk
6.1. The risk in the Goods shall pass to the Customer at the point the Goods are removed or collected from Hranipex’s premises or warehouse.
6.2. Title to the Goods shall not pass to the Customer until the earlier of:
(a) Hranipex receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Hranipex's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Hranipex immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
(e) give Hranipex such information as Hranipex may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the Customer's ongoing financial position.
6.4. At any time before title to the Goods passes to the Customer, Hranipex may:
(a) by notice in writing to the Customer, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them.
7. Price and payment
7.1. The price of the Goods shall be the price set out in the Order (subject to Hranipex prior approval of such price if provided by the Customer), or, if no price is quoted, the price set out in Hranipex's published price list in force as at the date of delivery.
7.2. Hranipex may, by giving notice to the Customer at any time up to 30 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Hranipex's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving Hranipex adequate or accurate information or instructions.
7.3. The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Hranipex at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer, except if agreed otherwise with Hranipex.
7.4. Hranipex may invoice the Customer for the Goods at any time after the Order been accepted by Hranipex.
7.5. The Customer shall pay each invoice submitted by Hranipex:
(a) in accordance with any proforma payment terms issued by Hranipex to the Customer as part of acceptance of the Order or within any special terms; or
(b) if no proforma payment terms are issued by Hranipex, within 30 days of the date of the invoice, or in accordance with any credit terms agreed by Hranipex in writing and confirmed in writing to the Customer; and
(c) in full and in cleared funds to a bank account nominated in writing by Hranipex, and time for payment shall be of the essence of the Contract.
7.6. If the Customer fails to make a payment due to Hranipex under the Contract by the due date, then without limiting Hranipex's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time , but at 4% a year for any period when that base rate is below 0%. In addition, Hranipex may claim compensation for damages resulting from the Customer’s failure to make payment in accordance with clause 7.5, including but not limited to the reimbursement of costs associated with enforcement of claims.
7.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Limitation of liability
8.1. The limits and exclusions in this clause 8 reflect the insurance cover Hranipex has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
8.2. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
8.3. Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability that cannot legally be limited.
8.4. Subject to clause 8.3, Hranipex's total liability to the Customer shall not exceed an amount equal to the total price paid by the Customer to Hranipex under the Contract.
8.5. Subject to clause 8.3, the following types of loss are wholly excluded:
(a) loss of profits ;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
8.6. This clause 8 shall survive termination of the Contract.
9. Termination
9.1. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2. Without limiting its other rights or remedies, Hranipex may suspend supply of the Goods under the Contract or any other contract between the Customer and Hranipex if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or Hranipex reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3. In addition to clause 9.1 and without limiting its other rights or remedies, Hranipex may immediately terminate the Contract by giving not less than (10) business days written notice to the Customer if the Customer fails to pay any amount due in accordance with the payment terms set out in the Contract. Upon such termination, Hranipex may demand the Customer to return any Goods that have already been delivered under the Contract and for which payment remains outstanding. Additionally, Hranipex may request that the Customer provide a bank guarantee or other form of security for any outstanding or future payment obligations, whether under this Contract or any other contract entered into between the parties.
9.4. On termination of the Contract for any reason, the Customer shall immediately pay to the Hranipex all of Hranipex's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Hranipex shall submit an invoice, which the Customer shall pay immediately on receipt.
9.5. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10. Force majeure
Neither party shall be liable for any delay or failure in the performance of its obligations (except with regards to the failure to make payment) for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 60 days, the party not affected may terminate the Contract by giving not less than 30 days' written notice to the affected party.
11. General Provisions
11.1. Assignment and other dealings.
(a) Hranipex may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Hranipex.
11.2. Confidentiality
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, including any details regarding the Contract, except as permitted by clause 11.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.3. Entire agreement
(a) The Contract constitutes the entire agreement between the parties.
11.4. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation based on any statement in the Contract.
11.5. Variation
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6. Waiver
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
11.7. Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.8. Notices
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the other party’s address set out in the Order or an address substituted in writing by that party.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.9. Third party rights
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.10. Governing law
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
11.11. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.