Terms & Conditions of Sale
1.1 ‘Trader’ means the person or company purchasing products.
1.2 ‘Goods’ means the goods, equipment, material and/or chattels supplied by Hydros Solutions to the Trader as indicated overleaf.
Unless otherwise agreed to in writing by Hydros Solutions, any Goods or materials supplied or to be supplied by Hydros Solutions are supplied only on these terms. Previous dealings between Hydros Solutions and the Trader shall not vary or replace these terms or be deemed in any circumstances whatsoever so to do. The giving by the Trader of any delivery instructions for the Goods or any part there of or the acceptance by the Trader of delivery of the Goods or any part of or any conduct by the Trader in confirmation of the transaction after receipt by the Trader of Hydros Solutions’ acceptance of the Trader’s order shall constitute unqualified acceptance by the Trader of these terms unless otherwise agreed to by specifically in writing signed by Hydros Solutions and not withstanding any terms appearing in any order or other documentation provided by the Trader.
3. STATUTORY PROVISIONS
3.1 THE TRADER’S ATTENTION IS DRAWN TO STATUTORY PROVISIONS WHICH MAY APPLY TO THIS CONTRACT. Any rights, remedies, liabilities, conditions, warranties, standards or specifications which apply to or in respect of any contract arising between Hydros Solutions and the Trader under or by virtue of the Trading Standards Act or any other enactment of England or of any State or Territory there of affecting such contract and which cannot be excluded from such contract are deemed to apply to such contract, notwithstanding any inconsistency with these terms
3.2 Subject to 3.1; no conditions or warranties expressed or implied, by law and no representations of statements are binding on Hydros Solutions unless set out in these terms or expressly incorporated into these terms by reference in writing.
4.1 Every quotation of Hydros Solutions is by way of invitation to treat only and shall not be deemed to be an offer by Hydros Solutions. There shall be no contract between Hydros Solutions and the Trader until a Trader’s order is accepted by Hydros Solutions in writing and such contract shall only be on the terms contained therein.
4.2 All quotations are open for acceptance for the number of days specified in the quotation or if not specified then not more than 30 days from the date of the quotation.
4.3 Hydros Solutions’ quotation relates only to such Goods as are specified therein and is given subject to such Goods being available at the time of receipt of the Trader’s order.
4.4 Prices included in Hydros Solutions’ quotation are based upon the quantities of Goods referred to in the quotation. Should the Trader offer to purchase a quantity of Goods which is at variance to the quantity referred to in the quotation, Hydros Solutions reserves the right to amend the price quoted for such Goods.
4.5 The prices quoted in a published price list are for the stipulated quantities only and must not be taken to apply to an order for any lesser quantity. Changes in quantities may result in increases in unit prices and possible delays in delivery.
5.1 The Trader shall be responsible for and bear the cost of any alteration to Goods supplied by Hydros Solutions arising from any discrepancy, error or omission in any drawing, specification or other information supplied by or approved by the Trader.
5.2 Unless Hydros Solutions has specifically been advised in writing it has no knowledge of the use to which the Trader proposes to put any Goods supplied by Hydros Solutions to the Trader.
5.3 Unless otherwise stated all descriptive and shipping specifications, drawings, dimensions and weights submitted by Hydros Solutions in relation to any quotation are approximate only and any descriptions, illustrations and data contained in any catalogues, price lists and/or other advertising or promotional material are intended by Hydros Solutions only to present a general view of goods described therein and none of such specifications, drawings, dimensions, weights, descriptions, illustrations of data shall form part of any contract arising between Hydros Solutions and the Trader.
6.1 Prices quoted by Hydros Solutions are those stated at the date of quotation and shall be subject to variation without notice.
6.2 Unless otherwise stated in writing in any quotation, any sales tax, stamp duty, impost goods and services tax or value added tax or any other taxes, levy or the like, imposed now or in the future on either the sale, manufacture, dealing with distribution, import or use of Goods or measured by the selling price of Goods or otherwise how so ever shall not be included in the price of the goods. The Trader shall pay such sales tax, stamp duty, impost goods and services tax or value added tax to Hydros Solutions in addition to the price of the Goods at the same time as it pays the price.
7.1 Unless otherwise agreed in writing by Hydros Solutions and the Trader, payment shall be due in cash on delivery (‘the Payment Date’).
7.2 Should the Trader make default in respect on any payment due to Hydros Solutions then Hydros Solutions shall have the right, in addition to all other payments to which it is entitled at law, to charge interest on the overdue amount, such interest (unless otherwise specified by Hydros Solutions) to be charged at a rate calculated on a daily basis, from the Payment Date, in accordance with the Bank Of England’s Base Rate plus 2%.
7.3 If payment is not made by the Payment Date Hydros Solutions shall, without prejudice to any other right to damages or other remedies be entitled to withhold further deliveries until payment of such account is made and/or to cancel the contract in respect of the whole or any part of the Goods remaining undelivered.
7.4 Hydros Solutions shall be entitled to claim all costs of the collection, of any unpaid monies including legal fees whether incurred in or out of court, on appeal, in arbitration in the bankruptcy court or in any insolvency proceedings.
If in Hydros Solutions’ opinion the Trader’s credit is unsatisfactory or satisfactory security for payment is not given on request, Hydros Solutions may require payment of the whole or part of the Purchase price from the Trader in advance and pending such payment delivery may be suspended. In the event of such advance payment not being made within a reasonable period stipulated by Hydros Solutions, Hydros Solutions may cancel the Trader’s order without liability.
9.1 The period given for delivery starts from the date the order is accepted by Hydros Solutions.
9.2 Delivery in United Kingdom, unless otherwise specified in the quotation, shall be completed when the vehicle carrying the goods arrives at the destination specified in the order.
9.3 Carriage is by any method of transport at Hydros Solutions’ option and is subject to the conditions of carriage agreed with the carrier.
9.4 Where Hydros Solutions is responsible for transport, Hydros Solutions will replace or repair free of charge goods lost or damaged in such transit provided both the carrier and Hydros Solutions are advised (otherwise and upon the carry of documents) within twenty one days of issue of advice not or invoice in case of non-delivery and within three days of delivery in case of damaged goods.
9.5 The Trader shall ensure that the goods supplied hereunder are inspected as soon as reasonably practicable after receipt by the Trader but in no event later than fourteen days after receipt. Inspection expenses should be borne by the Trader failure to notify Hydros Solutions prior to the expiration of such period of any matter making the goods non-conforming shall constitute unqualified and irrevocable acceptance and a waiver by the Trader or any claim with respect to the delivery.
9.6 If at the date specified for delivery acceptance of the goods is delayed for reasons outside Hydros Solutions’ control the goods will be stored by Hydros Solutions and the Trader shall be liable to pay reasonable storage charges for the period of delay plus the cost of any additional handling and transporting incurred. Hydros Solutions further reserves the right to give the Trader notice in writing to accept delivery of the goods within the period (not less than fourteen days) specified in the notice and to cancel the contract if delivery is not effected within such period. This cancellation shall entitle Hydros Solutions to dispose of the goods and to obtain from the Trader compensation of the loss of profit in addition to any other sums due from the Trader under these conditions.
9.7 Deliveries which are delayed at the Trader’s request may be invoiced and dated the date Hydros Solutions is prepared to deliver. Additional charges for warehousing, trucking and other incidental expenses created by the delay may be imposed by Hydros Solutions on the Trader.
9.8 Hydros Solutions reserves the right to make partial deliveries of any Goods the subject of any contracts between Hydros Solutions and the Trader and to invoice such deliveries separately.
9.9 If Hydros Solutions is prevented (directly or indirectly) from making delivery of the Goods or any part there of by reason of acts of God, war, strikes, lockouts, trade disputes, fire, breakdowns, suspension of production, accidents, interruption of transport, government action or any other cause what so ever (whether or not of a like nature of those specified above) outside its reasonable control Hydros Solutions shall be under no liability whatsoever to the Trader and shall be entitled as its option either to cancel this contract or to extend the time of its performance and the Trader shall not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery or despatch.
9.10 Hydros Solutions can accept no liability for exceeding the period given for delivery or any agreed extension of it, but Hydros Solutions shall use all reasonable endeavours to avoid delay.
10.1 In the event that any agreements, arrangements or understandings between the Trader and Hydros Solutions in relation to supply of Goods is terminated by agreement between the Trader and Hydros Solutions, the Trader shall at the cost of the Trader be obligated to arrange the return of any relevant Goods to Hydros Solutions using the same method of freight as that used to transport the relevant Goods to the Trader and the risk in the Goods shall remain with the Trader until the same are re-delivered to Hydros Solutions.
11 RISK AND PROPERTY
11.1 All goods supplied hereunder shall be at the Trader’s risk from the moment of delivery by Hydros Solutions as set out in clause 9.2 herein.
11.2 Notwithstanding any delivery of the goods or any part thereof or any other provision of this contract the goods shall remain at the sole and absolute property of Hydros Solutions as full legal and equitable owner until such time as the Trader shall have paid Hydros Solutions the purchase price in full together with the full price of any other goods and subject of any other contract with Hydros Solutions.
11.3 The Trader acknowledges that the Trader is in possess of the goods delivered by Hydros Solutions solely as Bailee for Hydros Solutions until such time as the full price thereof is paid to Hydros Solutions together with the full price of any other goods the subject of any other contract with Hydros Solutions.
11.4 Until such time as the Trader becomes owner of the goods:
(I) it will store them on its premises separately from its own goods or those of any other person and in a manner which makes them readily identifiable as the goods of Hydros Solutions;
(II) the Trader is licensed by Hydros Solutions to, in the ordinary course of the Trader business, process the goods in such fashion as it may wish and/or incorporate them in/or with any product or products subject to the express condition that the new product or products or any chattel whatsoever containing any part of the goods shall be separately stored and marked so as to be identifiable as being made from or with the goods of the property of Hydros Solutions;
(III) if goods which are the property of Hydros Solutions are mixed with goods which are the property of a person other than the Trader or are processed with or incorporated therein, the product thereof shall be owned in common with that other person;
(IV) the Trader shall be at liberty to agree to sell Hydros Solutions’ goods or any product produced from or with Hydros Solutions’ goods on the express condition that such an agreement to sell shall take place as agent and bailee for Hydros Solutions and that the entire proceeds of sale and moneys therefore are held in trust for Hydros Solutions and are not mingled with any other moneys and shall at all times be identifiable as Hydros Solutions moneys;
(V) if the Trader has not received the proceeds of any such sale, he will if called upon to do so by Hydros Solutions, within seven (7) days thereof assign and sell all rights against the person or persons to whom he has supplied any product or chattel made from or with Hydros Solutions’ goods.
11.5 Each of the above sub-clauses shall be deemed to be distinct and separate conditions and the validity or invalidity or any particular sub-clause shall not affect the validity or invalidity of the remaining sub-clauses.
11.6 Hydros Solutions shall retain a general lien on the Trader’s goods still in the Trader’s possession for any unpaid balance the Trader may owe Hydros Solutions. The Trader shall indemnify Hydros Solutions against all claims, demands, damages, penalties, costs, expenses and liabilities arising out of or in connection with Hydros Solutions’ continued ownership as aforesaid (including without limitation arising out of the use or operation of all goods supplied hereunder by the Trader or on the Trader’s behalf).
12 DESIGN RIGHTS
Hydros Solutions’ offer or quotation and any subsequent contract may contain information for the Trader’s secret and confidential use based on Hydros Solutions’ own design and development work and that of Hydros Solutions’ technical collaborators. The Trader is hereby bound not to disclose this information to any third party without Hydros Solutions’ consent in writing. The Trader is further bound not to make or have made by any third party any goods described in the offer or quotation and in any drawings, designs, proposals, photographs, plans, reports, recommendations, specifications or any other visible data accompanying or relating to the offer and any subsequent contract.
12.1 The Trader undertakes to indemnify Hydros Solutions against all costs should any design or instruction by the Trader to Hydros Solutions involve Hydros Solutions in actual or threatened litigation or arbitration as a result of alleged infringement of any letters patent, registered designs, trade marks, copyrights or any other form of industrial property.
13.1 Hydros Solutions hereby warrants to the Trader that Goods manufactured by Hydros Solutions, or its related companies, shall be free from defects due to faulty design, materials and workmanship (except as regards defects specifically drawn to the Trader’s attention, before any contract is formed between Hydros Solutions and the Trader, or, if the Trader examines the Goods, the subject of such contract before such contract is formed then except as regards defects which that examination ought to reveal).
13.2 If it is proven to Hydros Solutions’ reasonable satisfaction that Goods manufactured by Hydros Solutions or its related companies are not free from defects due to faulty design, materials and workmanship (except as revealed by examination as referred to in Clause 13.1 of these Terms) then Hydros Solutions shall, at its cost and its option, either:
(I) repair such Goods;
(II) replace such Goods with the same or equivalent goods at the point of delivery applicable to the contract under which such Goods are supplied to the Trader by Hydros Solutions;
(III) refund to the Trader the contract price of such Goods.
13.3 This warranty does not apply in respect of defects due to or arising from:
(I) incorrect of negligent handling, disregard of operating and/or maintenance instructions, overloading, unsuitable operating conditions, defective civil or building work, lightning, accident, neglect, faulty erection (unless carried out by Hydros Solutions), acts of God caused beyond Hydros Solutions’ control or whilst unauthorised repairs or alterations have been carried out; or
(II) the use of Goods of consumable nature;
(III) defects occurring within twelve (12) calendar months after the Goods have been delivered to the Trader, or, if delivery was delayed for reasons beyond Hydros Solutions’ control, then within twelve (12) calendar months of delivery or within eighteen (18) calendar months after Hydros Solutions first notified the Trader, Hydros Solutions was ready to deliver the Goods (whichever period expires earlier);
(IV) Hydros Solutions is notified in writing within seven (7) days of the alleged defect first coming to the notice of the Trader and the Trader returns the defective Goods to Hydros Solutions, or if necessary, at the sole discretion of Hydros Solutions, to the works where such Goods were manufactured or assembled, free of charge; and
(VI) the Trader has fulfilled all its contractual obligations.
13.4 This warranty will only apply if the Goods the subject of warranty are returned to the original point of delivery. It is the responsibility of, and at the risk of, the purchaser to return the Goods to the original point of delivery.
13.5 Hydros Solutions will not accept back at our premises nor will provide a refund or credit for goods returned neither under warranty nor upon investigation found not to be faulty. All goods returned will be subject to a surcharge of not less than 17.5% of the sales value, payable to Hydros Solutions by the Trader upon demand, unless otherwise agreed by Hydros Solutions in writing prior to the return of the goods by the Trader.
13.6 The benefit of this warranty is personal to the Trader and is non-assignable without the prior written consent of Hydros Solutions.
14 LIMITATION OF LIABILITY
14.1 Subject to clauses 3.1, 9.4 and 11 of these terms, but notwithstanding anything else express or implied in these terms, Hydros Solutions shall not be liable for any injury to persons, damage to property or for any special indirect or consequential loss or damage whatsoever or (without limiting the generality thereof) loss of profits arising in any way whether directly or indirectly and whether as a result of negligence on the part of Hydros Solutions or its servants, agents and contractors or otherwise arising out of or resulting from whether directly or indirectly the use of or installation of the Goods except in the case where the Trader is a ‘consumer’ for the purpose of the Trade Practices Act 1974.
15.1 Except as may be otherwise agreed in writing between Hydros Solutions and the Trader, any contract arising between Hydros Solutions and the Trader shall be construed and operated as an United Kingdom contract and in conformity with the laws of and applicable in the United Kingdom and Hydros Solutions and the Trader agree to submit to courts that have jurisdiction in that State.
15.2 SITE PREPARATION The Trader shall at the Trader’s expense prepare the site for installation of the goods/services sold so as to satisfy the goods electrical environment and any special physical requirements as specified by Hydros Solutions or the manufacturer.
15.3 APPLICABLE BY LAW These conditions shall be governed by British Law