Terms And Conditions

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CONDITIONS FOR THE SUPPLY OF GOODS

INTERPRETATION

The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from Harbro.

Contract: any contract between Harbro and the Buyer for the sale and purchase of the Goods, incorporating these conditions.

Goods: any goods agreed in the Contract to be supplied to the Buyer by Harbro (including any part or parts of them).

Harbro: Harbro Supplies Limited (CRN: 4081856)

1. APPLICATION OF TERMS

1.1 The Contract together with any particulars set out in the Harbro quotation offer shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

1.2 These conditions apply to all Harbro’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by Harbro.

1.3 Each order or acceptance of a quotation for Goods by the Buyer from Harbro shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

1.4 No order placed by the Buyer shall be deemed to be accepted by Harbro until a written acknowledgement of order is issued by Harbro or (if earlier) Harbro delivers the Goods to the Buyer.

1.5 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

1.6 Any quotation is given on the basis that no Contract shall come into existence until Harbro despatches an acknowledgement of order to the Buyer.

2. PRICE

2.1 Any quotation is subject to acceptance within 30 days only from its date, provided Harbro has not previously withdrawn it and is based upon shipment of the goods as soon as possible.

2.2 The price payable for the goods will be Harbro’s current price list for the Goods at the time of delivery. All prices are subject to alteration by Harbro without notice to the buyer. Harbro reserves the right to correct any clerical or typographical errors made by employees at any time.

2.3 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

3. TERMS OF PAYMENT

3.1 Unless otherwise specifically agreed in writing, payment for products shall be made 30 days from date of invoice. Time of payment shall be of the essence and no payment shall be deemed to have been received until Harbro has received cleared funds.

3.2 All payments payable to Harbro under the Contract shall become due immediately on its termination despite any other provision.

3.3 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Harbro to the Buyer.

3.4 If the Buyer fails to pay Harbro any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Harbro on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of the Bank of England plc, accruing on a daily basis until payment is made, whether before or after any judgment. Harbro reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 Failure to make payment shall also entitle Harbro Supplies Limited to cancel any further deliveries

4. DELIVERY

4.1 Unless otherwise agreed in writing by Harbro, delivery of the Goods shall take place at the delivery address specified by the Buyer (the Delivery Point).

4.2 Any dates specified by Harbro for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence. If no dates are so specified, delivery shall be within a reasonable time.

4.3 Subject to the other provisions of these conditions Harbro shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Harbro’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.

4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Harbro is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by Harbro’s negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) Harbro may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.

5. INSPECTION

5.1 The Buyer shall inspect the Goods immediately on delivery and shall notify Harbro, in writing, in the event of:

(a) damage or shortages: within 3 days of delivery of the consignment; or

(b) any other matter or thing by reason whereof the Buyer alleges that the Goods are not in accordance with the Contract: within 14 days of the date of the invoice.

5.2 The quantity of any consignment of Goods as recorded by Harbro on despatch from Harbro’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.3 Harbro shall not be liable for any non-delivery of Goods (even if caused by Harbro’s negligence) unless the Buyer gives written notice to Harbro of the non-delivery within 14 days of the date when the Goods would in the ordinary course of events have been received.

5.4 Any liability of Harbro for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of delivery.

6.2 Ownership of the Goods shall not pass to the Buyer until Harbro has received in full (in cleared funds) all sums due to it in respect of:

(a) the Goods; and

(b) all other sums which are or which become due to Harbro from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on trust for Harbo;

(b) store the Goods (at no cost to Harbro) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Harbro’s property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d) maintain the Goods in satisfactory condition and keep them insured on Harbro’s behalf for their full price against all risks to the reasonable satisfaction of Harbro. On request the Buyer shall produce the policy of insurance to Harbro.

6.4 Harbro shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Harbro.

6.5 The Buyer grants Harbro, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored by the Buyer in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

6.6 On termination of the Contract, howsoever caused, Harbro’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.

7. QUALITY

7.1 Harbro warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:

(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to Harbro in writing and Harbro has confirmed in writing that it is

reasonable for the Buyer to rely on the skill and judgement of Harbro.

7.2 Harbro shall not be liable for a breach of the warranties in 7.1 unless:

(a) the Buyer gives written notice of the defect to Harbro, and, if the defect is as a result of damage in transit to the carrier, within 14 days of the time when the Buyer discovers or ought to have

discovered the defect; and

(b) Harbro is given a reasonable opportunity after receiving the notice of examining such Goods.

7.3 Harbro shall not be liable for a breach of the warranties in 7.1 if:

(a) the Buyer makes any further use of such Goods after giving such notice; or

(b) the defect arises because the Buyer failed to follow Harbro’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(c) the Buyer alters or repairs such Goods without the written consent of Harbro.

7.4 Subject to condition 7.2 and condition 7.3, if any of the Goods do not conform with any of the warranties in condi tion 7.1 Harbro shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.

7.5 If Harbro complies with condition 7.4 it shall have no further liability for a breach of any of the warranties in condition 7.1 in respect of such Goods.

8. LIMITATION OF LIABILITY

8.1 Subject to condition 4, condition 5 and condition 7, the following provisions set out the entire financial liability of Harbro (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

(a) any breach of these conditions, including any deliberate personal repudiatory breach OR any deliberate breach of these conditions by a party, or its employees, agents or subcontractors;

(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

8.3 Nothing in these conditions excludes or limits the liability of Harbro:

(a) for death or personal injury caused by Harbro’s negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for Harbro to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation.

8.4 Subject to condition 8.2 and condition 8.3:

(a) Harbro’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated per formance of the Contract shall be limited to the Contract price; and

(b) Harbro shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

9. CANCELLATION

The Buyer may within 14 days of placing an order amend or cancel an order by written notice to Harbro. If the Buyer amends or cancels an order, its liability to Harbro shall be limited to payment to Harbro of all costs reasonably incurred by Harbro in fulfilling the order up until the date of amendment or cancellation, except that, where the amendment or cancellation results from the Harbro’s failure to comply with its obligations under the Contract, the Buyer shall have no liability to Harbro in respect of it.

10. ASSIGNMENT

10.1 Harbro may assign the Contract or any part of it to any person, firm or company.

10.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Harbro.

11. FORCE MAJEURE

Harbro reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Harbro including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to Harbro to terminate the Contract.

12. GENERAL

12.1 Each right or remedy of Harbro under the Contract is without prejudice to any other right or remedy of Harbro whether under the Contract or not.

12.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

12.3 Failure or delay by Harbro in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

12.4 Any waiver by Harbro of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

12.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

12.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.