1. Terms and Conditions to apply
The sale of the Goods is made subject to the terms set out below, which will prevail over any terms put forward by the Buyer, unless the Seller expressly agrees them in writing.
2. Force Majeure
Neither the Seller nor the Buyer shall be liable to the other or be deemed to be in breach of contract, by reason of any delay in performing or failure to perform any of its obligations in relation to Goods if the delay or failure was beyond that party’s reasonable control (“force majeure”). Without prejudice to the generality of the foregoing the following shall be regarded as force majeure. Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or matters of any kind on the part of any supra-national, governmental, parliamentary or local authority, import or export regulations or embargos, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Buyer, the Seller or any third party); difficulties in obtaining, raw materials, labour, fuel, parts of machinery; or power failure or breakdown in machinery. If the force majeure in question prevails for a continuing period in excess of three months after the date on which the force majeure begins, either party shall then be entitled to give notice in writing to the other to terminate the Contract forthwith.
3. Notification of loss or damage to Goods in Transit
Notification of any loss or damage to Goods in transit should be lodged with the relevant carriers and sent in writing to the Seller within three days after receipt of the Goods or in the event of non-delivery notification should be in writing to the Company Secretary of the Seller at the address specified below within 10 days from the date of invoice and no claims will be accepted or entertained by the carriers or the Sellers, if such notification has not been given.
4. Liability for defective Goods
Upon receipt of any Goods the Buyer shall inspect the goods within 5 working days, and shall forthwith give notice to the Seller of any defects reasonable ascertainable from such inspection forthwith, the Buyer shall give the Seller a reasonable opportunity to inspect the same. If faults are discovered, the Buyer shall notify any alleged defects in the Goods to the Seller within 5 working days, and in any case before the Buyer makes use of the Goods or delivers or despatches the Goods to a third party. If the Seller accepts the Buyer’s claim, the Seller shall at its election make good or pay to the Buyer the cost of making good any defects in such Goods to which the Seller is responsible. In no case shall the Seller’s liability in respect of defective goods exceed the invoice value of the Goods in respect of which defects are claimed. If the Buyer wants to return Goods, due to any reason other than defected goods, then the Seller must be notified within 5 working days, and a handling charge will apply up to 20% of the value of the Goods.
5. Limitations on liability
Save as expressively provided herein, except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 (Section 12)), the Seller shall be under no liability to the Buyer in respect of any condition or warranty express or implied by statute, regulation, bye-law, common law, custom, usage or otherwise and the Seller shall incur no liability to the Buyer for misrepresentation, by virtue of any statement made by or on behalf of the Seller prior to the relevant sale to which these conditions apply, whether orally or in any letter, document or sales literature and the Seller will not be liable to compensate a Buyer for any loss of anticipated profits, damage to the Buyer’s reputation or goodwill, loss or expected future business, damages, costs or expenses payable by the Buyer to any third party, or any other indirect or consequential losses and the Buyer shall not be entitled to rescind such contract on the grounds of any such misrepresentation. The liability of the Seller to the Buyer in respect of all claims of whatever nature relating to or arising out of the supply of Goods or the provisions of the Contract (whether in contract, tort or otherwise howsoever) shall in no event exceed the invoice value of the goods in respect of which damages are claimed. Notwithstanding the foregoing nothing herein contained shall operate to exclude any condition or warranty as to title implied by statute nor to restrict or exclude the liability of the Seller for death or personal injury caused by the Seller’s negligence.
6. Payment Terms
6.1 You are to pay us in cash on delivery or otherwise in cleared funds, unless you have an approved credit account.
6.2 If you have an approved business credit account, and fail to pay us in full on the due date
6.2.1 we may suspend or cancel future deliveries.
6.2.2 we may cancel any discount offered to you.
6.2.3 Interest and Compensation will be charged at the rates in force at the time under the late payment of commercial debts (Interest) act 1998.
6.3 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date of payment. We may do any of those with no notice.
6.4 You do not have the right to set off any money you may claim from us against anything you may owe us.
6.5 While you owe money to us, we have a lien on any of your property in our possession
6.7 Payment terms standard 60 days.
7. Completion of Contract
The Contract shall be completed and the Goods invoiced, within one year of the date of order unless otherwise agreed. All Goods held at call shall be invoiced by the Seller to the Buyer on the completion date stated.
The Seller reserves the right to cancel the contract or withhold delivery of all or any of the Goods if payment of any account between the Buyer and the Seller or any member of the Hainsworth Group is or becomes overdue. The exercise of such right shall not be deemed to constitute a repudiation of contract nor any term thereof.
9. Information for External Providers
The organization shall ensure the adequacy of requirements prior to their communication to the external provider.
The organization shall communicate to external providers its requirements for:
a. the processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions);
b. the approval of:
1. products and services;
2. methods, processes, and equipment;
3. the release of products and services;
c. competence, including any required qualification of persons;
d. the external providers’ interactions with the organization;
e. control and monitoring of the external providers’ performance to be applied by the organization;
f. verification or validation activities that the organization, or its customer, intends to perform at the external providers’ premises;
g. design and development control;
h. special requirements, critical items, or key characteristics;
i. test, inspection, and verification (including production process verification);
j. the use of statistical techniques for product acceptance and related instructions for acceptance by the organization;
k. the need to:
− implement a quality management system;
− use customer-designated or approved external providers, including process sources (e.g., special processes);
− notify the organization of nonconforming processes, products, or services and obtain approval for their disposition;
− prevent the use of counterfeit parts
− notify the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain the organization’s approval;
− flow down to external providers applicable requirements including customer requirements;
− provide test specimens for design approval, inspection/verification, investigation, or auditing;
− retain documented information, including retention periods and disposition requirements;
l. the right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain;
m. ensuring that persons are aware of:
− their contribution to product or service conformity;
− their contribution to product safety;
− the importance of ethical behavior.
10. Proper Law
The Contract shall be construed in accordance with the laws of England and shall be deemed to have been made at the head or main office of the Seller.
11. Passing of Title and Risk
The Goods shall remain the property of the Seller until such time as the Buyer has paid in full all sums due from it to the Seller on any account whatsoever, but risk in the Goods and all liabilities to third parties in respect thereof shall pass to the Buyer or his agent on delivery.
The Buyer shall not be entitled to cancel or treat as repudiated the Contract merely because any item or part of the order or contract may be faulty or not in accordance with the terms of the contract.
If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the contract or of these condition and the remainder of the provision in question shall not be affected thereby.
In these conditions the term “Goods” refers to the Goods and/or materials specified and the term “Contract” refers to the contract for sale of the Goods incorporating these conditions entered into between the Buyer and the Seller, and the term “The Hainsworth Group” means A. W. Hainsworth & Sons Limited and any company which is for the time being its subsidiary or holding company or any subsidiary of such holding company. “Seller” being A. W. Hainsworth & Sons Limited and the “Buyer” being the purchaser of goods or services from A. W. Hainsworth & Sons Limited. Registered Office: Spring Valley Mills, Stanningley, Pudsey, LS28 6DW Registered No. 180630 England