Terms & Conditions
Unless otherwise agreed in writing by HAMPSHIRE SIGNS & PLASTICS LTD (hereinafter called “the Seller”) these Conditions apply to all orders accepted by the Seller for all goods supplied by the Seller and all services by the Seller.
- BUYER’S REPRESENTATION
The Buyer acknowledges that before entering into an agreement for the purchase of goods from the Seller he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy or, being a Company, knows of no circumstances which would entitle any Debenture holder or secured creditor to appoint a receiver, to petition for winding-up of the Company or apply for the appointment of an administrator or exercise any other rights over or against the Company’s assets.
Quotations are made subject to fluctuations in prices of goods and labour costs whether occurring before or after acceptance. Any quotation by the Seller and acceptance by the Buyer shall operate, except in the case of a cash sale, as a Contract determinable by the Seller if the Seller in its absolute discretion is not satisfied as to the Buyer’s credit, or ability to pay for the goods or services. Quotations may be withdrawn by the Seller at any time before acceptance and, unless otherwise specified, are only open for acceptance within 21 days.
No orders pursuant to a Contract on these terms shall be binding on the Seller unless made and accepted in writing and signed by a duly authorised signatory of the Seller.
- DELIVERY & RISK
Delivery of goods sold shall be at the Seller’s works unless otherwise agreed in writing. The Buyer will be notified in writing by the Seller when goods are available for delivery and risk in the goods shall pass to the Buyer on delivery or seven days after the service of such notice whichever shall be the earlier whether or not property in the goods has passed.
- DELIVERY DATES
The Seller undertakes to make every endeavour to execute each order within the period quoted subject to any variation to the Contract agreed between the parties but time shall not be the essence of the Contract. The Seller shall not be liable to the Buyer for any loss arising out of delay in completion unless negligence by the Seller is proved.
Unless otherwise agreed in writing payment shall be due on delivery.
- RETENTION OF TITLE
(a) Unless otherwise agreed in writing property in the goods supplied shall not pass until payment has been received in full.
(b) Until payment in full the Buyer shall hold the goods solely as Bailee for the Seller and shall store them separately from its own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Seller.
(c) The Buyer’s right to possession of the goods shall cease:
(i) If payment for the goods is overdue in whole or in part, or
(ii) If the Buyer becomes bankrupt or does anything or fails to do anything which would entitle a Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Buyer, and the Seller may (without prejudice to any of its other rights) recover and resell the goods or any part of the goods and may enter upon any premises where they are stored for that purpose.
(d) The Buyer may agree to sell the goods (or any product produced from or with the goods) on the express condition that such agreement to sell shall take place as agent and Bailee for the Seller (whether the Buyer sells on his own account or not) and that the entire proceeds there from are held in trust for the Seller and are not mingled with other monies and shall at all times be identified as the Sellers monies. If the Buyer has not received the proceeds of such sale he will if called upon so to do by Seller assign to the Seller all rights against the person or persons to whom he has supplied the goods or any product made there from.
- NO SET OFF
The Buyer shall not be entitled to withhold or set off payment for the goods for any reason whatsoever.
- APPLICATION OF PAYMENTS
For the avoidance of doubt the Seller shall be entitled to apply payments received from the Buyer against any sums due from the Buyer disregarding any instructions from the Buyer and without regard to the dates upon which such sums became due.
- a) No order accepted by the Seller shall be cancelled in any circumstances without the express written agreement of the Seller and on terms indemnifying the Seller against any loss or liability that the Seller shall have suffered or incurred (which shall include any loss of profit to the Seller by its fulfilment of its part of the Contract) by reason of the cancellation.
(b) On refusal of delivery or suspension of the order by the Buyer the Seller shall be fulfilled by the Buyer and in default by the Buyer the Seller shall be entitled to consider the agreement terminated and the provisions of sub clause (i) hereof shall apply.
- DAMAGE OR LOSS IN TRANSIT
Where the Seller agrees to make delivery to the Buyer at the Buyer’s place of business or at a place where he may direct in the United Kingdom (which shall include Northern Ireland) or (in the case of goods to be delivered outside the United Kingdom) at the port or place of loading for shipment or transit overseas the Seller will not be liable for loss or damage from whatsoever cause arising to goods or materials in transit as aforesaid unless written notice is given to the Seller and its carriers in accordance with the terms and conditions of the insurance cover effected by the Seller in respect of the particular consignment. Such notice must be given to the Seller and to its carriers as follows:-
(a) Give notice to the carriers for any missing packages
(b) Give notice to the carriers for any actual loss or damage found on delivery
- c) In no circumstances give clean receipts where goods are in doubtful condition except under written protest
(d) Give notice to the carriers representatives in writing within three days of delivery if the loss or damage was not apparent at the time of delivery
(e) Give notice to the Seller and to its carriers in the event of non-arrival of the goods within 14 days from notification of dispatch
(f) Forward to the Seller copies of all correspondence with the carriers regarding their alleged liability
- IMPROVEMENTS AND ALTERATIONS
The Seller, whose policy is one of continuous improvement, reserves the right to make any change without notice in material, dimensions and designs which, having regard to all the circumstances, it thinks reasonable or desirable, without affecting the validity of the Contract.
- ILLUSTRATIONS DESCRIPTIONS AND DIMENSIONS
Illustrations, photographs, weights, dimensions and descriptions except as otherwise agreed in writing, are intended as a general guide only and are not intended to form the basis of a sale by description.
- LIABILITY IN RESPECT OF GOODS SUPPLIED
(a) (i) No oral representation by us our servants or agents shall be incorporated into this Contract.
(ii) No representation condition or warranty other than such as may be implied by statute notwithstanding any exclusion thereof by this Agreement shall be incorporated into this Contract.
(iii) The Buyer confirms that he has relied on his own inspection and has not relied on any representation which may have been made by the Seller prior to the making of the Contract.
(b) The Seller accepts liability to make good by replacement or repair defects which appear goods supplied by the Seller and which arise solely from faulty design (If by the Seller) materials or workmanship subject to the following limitations:-
(i) That the goods have been used solely for their proper and normal use
(ii) That the defects arise within twelve months after dispatch of the original goods
(iii) That the defects are or should be apparent to the Seller on the Seller’s inspection
(iv) That defects arising out of fair wear and tear are excluded
(v) That no alterations or modifications (other than by the Seller) have been made to the goods
- c) Without prejudice to the Buyer’s rights under Section 5 of the Unfair Contract Terms Act 1977 the Seller shall not be liable for the fault in goods supplied which fault can be remedied under the manufacturer’s warranty or guarantee unless and until the Buyer’s remedies under that warranty or guarantee are exhausted or excluded. Save in respect of loss of life and personal injury which liability cannot be excluded by law, the Seller accepts no liability for consequential loss of any kind whatsoever. The Seller shall in no circumstances be liable for any loss or damage occasioned by the negligent use or application of the goods by the Seller’s servants or agents or by the Buyer its servants or agents or by third parties.
- FORCE MAJEURE
Without prejudice to the generality of the foregoing should the Seller be prevented from fulfilling the terms of this agreement by lockout, strikes, riots, civil commotion, war, fire, adverse climatic conditions or Act of God or any circumstances beyond the control of the Seller whether the same shall prevail at the Sellers works at the place of dispatch or in transit to the place of delivery the Buyer shall not be entitled to refuse delivery until failure by the Seller to deliver the goods within a reasonable time after such circumstances have ceased to exist, BUT if the Seller shall consider that this agreement is frustrated it shall be entitled to give written notice of such frustration to the Buyer when any deposit paid shall be repaid to the Buyer after the deduction by the Seller of any costs or loss incurred by any act of the Buyer contributing to such frustration.
- DEFAULT OF BUYER
If the Buyer becomes bankrupt or insolvent or compounds or makes any arrangement with his creditors or being a company goes into liquidation or has a Receiver appointed of its assets the Seller may declare the Contract to be cancelled and in the case of a Contract of sale or agreement to sell, resell the goods and any loss sustained on the re-sale shall be paid to the Seller by the Buyer..
This Contract shall be personal to the Buyer and no rights arising in Contract hereunder shall be assignable by the Buyer without the express written consent of the Seller.
- STORAGE CHARGES
The Seller will make a storage charge on a daily basis on goods remaining for any reason whatsoever (including failure by the Buyer to pay the Seller’s charges) on the Seller’s premises after the expiry of 28 days after the notification that the goods are ready for dispatch.
Should dispatch be delayed or hindered by changes in or an extension to the Contract or by Buyer’s instructions or lack of instructions or any act or default on Buyer’s part, or by any cause whatsoever beyond the Sellers reasonable control including War, Civil Commotion, Strikes, Lockouts or Epidemics, a reasonable extension of time shall be granted.
The Seller will indemnify the Buyer against any claim for infringement of Letters Patent, Registered Design, Trade Mark or Copyright (published at the date of the Contract) by the use or sale of any article or material supplied by the Seller to the Buyer and against all costs and damages which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to the Seller having followed a design or instruction furnished or given by the Buyer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to the Seller or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by the Seller. And provided also that this indemnity is conditional on the Buyer giving to the Seller the earliest possible notice in writing of any claim being made or action threatened or brought against the Buyer and on the Buyer permitting the Seller at the Seller’s own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. The Buyer on the part warrants that any design or instruction furnished or given by the Buyer shall not be such as will cause the Seller to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of the Buyer’s order.
- Unless otherwise agreed in writing the Contract shall in all respects be construed and operate as an English Contract and in conformity with English Law.