General Terms and Conditions for the Sales of Goods

 

1.     General Conditions

 

1.1.   These General Terms and Conditions shall apply to the sale of goods by Hansa-Flex UK Ltd (Hansa-flex, we, us, our) to any person (Client). These General Terms and Conditions will supersede any previous terms and conditions issued by us. They shall apply to all present and future business transactions between us and the Client.

1.2.   These General Terms and Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

2.     Offer and Formation of the Contract

 

2.1.   A contract (Contract) shall be formed when we send to the Client our written order confirmation for the sale of goods (Goods), or if not before, upon delivery of the Goods. Any offers we make are non-binding. Any changes to the order confirmation and to these General Terms and Conditions shall require our express written approval.

2.2.   Where clause 9.2.8 applies, the Client shall be immediately informed about the non-availability of the Goods and any sum paid for the Good shall be promptly reimbursed by us.

2.3.   We reserve the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU requirements or, where the Goods are to be supplied to our specification, which do not materially affect their quality or performance.

 

3.     Prices, Payments, Default and Interest

 

3.1.   The price of the Goods shall be our quoted price exclusive of any applicable value added tax, which the Client shall be additionally liable to pay to us. All prices are given by us on an Ex Works basis (as defined in the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made) and where we agree to deliver the Goods otherwise than at our premises, the Client shall be liable to pay our charges for transport, packaging and insurance.

3.2.   Our invoices are due for payment within 30 days of the date of our invoice without deduction or, if no previous invoices are overdue, the Client shall be entitled to a prompt payment discount of 2 % of the gross invoice amount if payment is made within 14 days of the date of our invoice. Our invoices are payable in Pound Sterling to our payment office, if the respective invoice does not state otherwise.

3.3.   A payment shall only be deemed to be effected at the moment when we can draw clear funds.

3.4.   If the Client fails to make payment on the due date, the Client shall pay default interest on the amount unpaid at the rate of 8 % per annum above the base rate id the Bank of England.

 

4.     Set-off and Right of Retention

 

The Client shall only be entitled to a right of set-off with respect to claims that are undisputed or have been determined by court of competent jurisdiction.

 

5.     Retention of Title and Security Assignment

 

5.1.   Notwithstanding delivery and the passing of risk in the Goods in clause 6, or any other provision of these General Terms and Conditions, the property in the Goods shall not pass to the Client until we have received payment in full of the price of the Goods and all other goods agreed to be sold by us to the Client for which payment is then due.

5.2.   Until such time as the property in the Goods passes to the Client, the Client shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from those of the Client and third parties and properly stored, protected and insured and identified as our property. The Client may resell or use the Goods in the ordinary course of its business, but this right shall cease automatically on the occurrence of any of the events referred to in clause 10.1.

5.3.   Until such time as the property in the Goods passes to the Client (and provided the Goods are still in existence and have not been resold), we may at any time require the Client to deliver up the Goods to us and, if the Client fails to do so forthwith, enter on any premises of the Client or any third party where the Goods are stored and repossess the Goods.

5.4.   The Client shall not be entitled to pledge, create a lien over or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if the Client does so all moneys owing by the Client to us shall (without limiting any other right or remedy we have) forthwith become due and payable.

5.5.   Should any third parties attempt to obtain the retained property, the Client shall at its own expense inform such third party of our property rights and immediately notify us.

5.6.   Our right to claim damages remains unaffected.

 

6.     Delivery Time and Delivery

 

6.1.   Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by us in writing. The Goods may be delivered by us in advance of the quoted delivery date on giving reasonable notice to the Client. We ship Ex Works.

6.2.   The risk of damage or loss of the Goods shall pass to the Client at the time when the Goods have left our premises or that of our supplier, and where we have agreed to arrange for delivery of the Goods at the time we deliver the Goods to the courier, freight carrier or any other person or organization chosen to effect the delivery. Should the Goods be ready for shipment and the shipment or transfer is delayed for reasons that are beyond our control, the risk shall pass at the time we notify the Client that the Goods are ready for shipment.

6.3.   Unless agreed to the contrary, the means of delivery, the means of transportation and the means of packaging the Goods are at our discretion. The cost of delivering the Goods shall be paid by the Client. Transport insurance will only be arranged by prior express request by the Client. Any damages or losses during delivery are to be notified immediately upon receipt of the Goods and are to be certified by the freight carrier on the waybill.

6.4.   We shall be entitled to deliver (or procure the delivery of) the Goods in more than one shipment and partial delivery of the Goods in an order confirmation shall be accepted by the Client who shall not be entitled to object or reject the Goods or any of them by reason of the shortfall.

6.5.   Should we not meet delivery dates that have been agreed upon in writing, the Client may only cancel the Contract only after it has granted us by notice in writing a reasonable period of time of at least 14 days from the agreed delivery date to correct the default.

 

7.     Warranty Rights

 

7.1.   Subject to the following provisions, we warrant that the Goods will correspond with their specification and will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) at the time of delivery.

7.2.   Subject as expressly provided in these General Terms and Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.3.   There shall be no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our approval.

7.4.   A claim by the Client which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to us within two weeks from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. The posting of such notice within two weeks of the date of delivery shall be deemed sufficient service of the notice. If delivery is not refused, and the Client does not notify us accordingly, the Client shall not be entitled to reject the Goods and we shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. The burden of proof shall be on the Client to prove any claim, including but not limited to the defect itself, the time of identification of the defect and the timeliness of the notice of defect.

7.5.   As to defects in the Goods, we grant either rectification of the defect or replacement of the Goods at our option. Should we not be prepared or unable to arrange rectification or replacement, the Client shall be entitled, at its option, to request reduction of the price and be entitled to retain the Goods or to a refund of the cost of the defective Goods and in all cases we shall have no further liability to the Client.

7.6.   In the event that we decide to rectify a defect, we shall be obliged to bear all expenses necessary for the rectification of the defect, such as costs for transport, travel, work and materials, if and to the extent they do not have their reason in the fact that the purchased Goods have been delivered to a location different from the performance location.

7.7.   Without prejudice to clause 7.4, a claim for a breach of warranty shall be time-barred after the expiry of 12 months from the date of delivery of the Goods to the Client or in the case of any latent defect, after the expiry of 12 months from the earlier of the date the such defect was, or reasonably ought to have been, discovered.

 

8.     Damages, Limitation of Liability

 

8.1.   Except in of the case of liability for death or personal injury caused by our negligence, liability for defective products under the Consumer Protection Act 1987 or liability under section 12 of the Sale of Goods Act 1979, we shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by our negligence, or that of our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Client, and our entire liability under or in connection with the Contract shall not exceed an amount equal to the price of the Goods, except as expressly provided in these General Terms and Conditions.

 

9.     Force Majeure

 

9.1.   We shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Goods, if the delay or failure was due to any cause beyond our reasonable control.

9.2.   Without limiting clause 9.1, the following shall be regarded as causes beyond our reasonable control:

9.2.1.Act of God, explosion, flood, tempest, fire or accident;

9.2.2.war or threat of war, sabotage, insurrection, civil disturbance or requisition;

9.2.3.acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

9.2.4.import or export regulations or embargoes;

9.2.5.strikes, lock-outs or other industrial actions or trade disputes (whether involving or employees or those of a third party);

9.2.6.difficulties in obtaining raw materials, labour, fuel, parts or machinery;

9.2.7.power failure or breakdown in machinery;

9.2.8.a failure of our sub-contractors to deliver the Goods or components needed to manufacture or assemble the Goods.

9.3.   Where the delivery time for the Goods is exceeded by more than two weeks [for the reasons given in clause 9.2.8], the Client shall be entitled to cancel the Contract by written notice to us and receive a refund of any sums paid in respect of such Goods.  

9.4.   Where we have delayed or failed to perform any of our obligations in relation to the Goods for the reasons given in clause 9.1, we shall be entitled to cancel the contract by notice in writing to the Client.

 

10.  Insolvency of the Customer

 

10.1. This clause 10 applies if:

10.1.1.   the Client makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Client (within the meaning of the Insolvency Act 1986); or

10.1.2.   an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or

10.1.3.   the Client ceases, or threatens to cease, to carry on business; or

10.1.4.   any of our invoices remain unpaid for more than 28 days; or

10.1.5.   we reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.

10.2. If this clause applies then, without limiting any other right or remedy available to us, we may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

11.  General

 

11.1. Should a provision of these General Terms and Conditions or of any other agreements be or become invalid, the validity of all other provisions or agreements remains unaffected.

11.2. The laws of England and Wales shall govern these General Terms and Conditions.

11.3. The parties irrevocably agree that, subject as provided below, the Courts of England and Wales shall have non-exclusive jurisdiction over any claim or matter arising under or in connection with these General Terms and Conditions. Nothing in this clause shall limit our right to take proceedings against the Client in the courts of the Client’s country of domicile. If the order confirmation does not state otherwise, place of performance is the country of domicile of our branch office that delivers the relevant Goods.