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1. In these Terms the following expressions shall have the following meanings:
1.1 “Buyer” the purchaser of the Goods from the Seller.
1.2 “Seller” Hager Limited.
1.3 “Contract” the contract for the sale and purchase of the Goods made
pursuant to these Terms.
1.4 “Delivery” delivery of the Goods in accordance with these Terms.
1.5 “Delivery Address” the location for Delivery agreed by the Seller and
the Buyer (save where it is agreed that the Buyer shall collect the
Goods from the Seller’s premises).
1.6 “Delivery Date” the date for Delivery agreed by the Seller and the
Buyer.
1.7 “Force Majeure” any circumstances beyond the reasonable control of
the Seller.
1.8 “Goods” the products which the Seller has agreed to supply to the
Buyer pursuant to these Terms.
1.9 “Loss” all actions claims demands losses (direct, indirect,
consequential or otherwise) expenses costs actions and proceedings.
1.10 “Payment Terms” the terms of payment in respect of the Price (and
where relevant any delivery order or handling charges) which unless
otherwise agreed by the Buyer and the Seller shall require payment
not later than the last day of the month following that in which the
Seller notifies the Buyer that the Goods are ready for despatch or
have been dispatched.
1.11 “Price” the price of the Goods as set out in the Seller’s current price
list at the date of despatch.
1.12 “Quotation” includes any quotation, estimate, or tender given or made
by the Seller.
1.13 “Terms” the terms and conditions set out herein including any special
terms and conditions agreed in writing by the Seller and the Buyer.
1.14 “Product Lifetime” is the reasonable lifetime of a wiring accessory
product in this catalogue and is taken to be 25 years from the date of
manufacture.
2. All orders are accepted and all contracts are made subject to the
Terms which shall prevail and be effective notwithstanding any variations
or additions contained in any order or other document submitted by the
Buyer including without limitation any standard conditions of purchase of
the Buyer. No modification, of these Terms shall be binding upon the Seller
unless made in writing by a duly authorised employee of the Seller.
3. A Quotation does not constitute an offer by the Seller to supply Goods and
every acceptance of any Quotation by the Buyer shall be deemed an offer by
the Buyer to purchase Goods from the Seller and will not be binding on the
Seller until the Seller has given written acknowledgement or acceptance of
such order.
4. The Seller reserves the right by giving notice to the Buyer at any time
before Delivery to increase the price of the Goods or any installment of the
Goods to reflect any increase in their cost of production, delivery, provision
or otherwise which is due to Force Majeure, including but not by way of
limitation any fluctuations in the cost of raw materials.
5. Unless otherwise agreed by the Buyer and the Seller, the Price shall be
for Delivery to the Delivery Address. The Price shall include carriage and
transit insurance costs to the Delivery Address. The Price is exclusive of any
VAT (which will be applied in accordance with the legislation in force at the
tax point date) for which the Buyer will be additionally liable.
6. In addition to the price, an order charge of £10 shall be payable by the buyer
on orders under the value of £250 (per order number). The Seller reserves
the right to charge the Buyer a reasonablehandling charge for special
deliveries made at the Buyer’s request.
7. The Seller shall be entitled to send the invoice for the Goods to the Buyer
immediately the Goods have been dispatched or when they are ready for
despatch but are prevented or delayed from being dispatched due to Force
Majeure.
8. The Buyer shall pay the Price plus any VAT strictly in accordance with the
Payment Terms. The Seller will afford the Buyer a 2.5% discount on the Price
if payment is made on or before the due date. Non-compliance with the
Seller’s terms of payment shall constitute default without reminder. In case
of default the Seller may without prejudice to any other of its rights under
these Terms charge interest to accrue on a daily basis at the rate of 3% per
month from the date upon which payment falls due to the actual date of
payment such interest to be paid monthly. Except where insolvency laws
provide otherwise the Buyer shall not be entitled to withhold or set off
payment for Goods for any reason whatsoever.
9. If the Buyer shall fail to fulfil the Payment Terms in respect of any invoice of
the Seller the Seller may demand payment of all outstanding balances from
the Buyer whether due or not and/or cancel all outstanding orders and/
or decline to make further deliveries except upon receipt of cash or
satisfactory securities.
10. In addition to any right or lien to which the Seller may by law be entitled the
Seller shall in the event of the Buyer’s insolvency or the Buyer failing
to render payment for any Goods supplied by the Seller when due be
entitled to a general lien on all goods of the Buyer in the Seller’s possession
for the unpaid price of any Goods sold and delivered by the Seller under the
same or any other contract.
11. In addition and without prejudice to its other rights the Seller may on 14 days
notice to the Buyer sell any goods of the Buyer on which the Seller has a lien
and shall be deemed the Buyer’s age for the purposes of effecting such
sale. The Seller may apply the proceeds of sale towards the satisfaction
of sums due from the Buyer without prejudice to the Seller’s right to recover
the balance thereof from the Buyer.
12. Any date or period set out in a Quotation or the Seller’s acceptance of
order or which is otherwise agreed by the Seller and the Buyer for the
delivery of the Goods or any part of them is approximate only and time shall
not be of the essence of such delivery. If the Seller is prevented from
delivering any Goods at the time provided for delivery by reason of Force
Majeure then the period for delivery shall in any event be extended by the
time lost due to such Force Majeure.
13. Delivery shall be made by the Seller supplying the Goods to the Delivery
Address and the Buyer shall be responsible for the unloading of the Goods
at the Delivery Address and the cost thereof. Where the Seller and the Buyer
agree in writing that the Buyer shall collect the Goods from the Seller’s
premises the Buyer shall arrange at its expense unless otherwise
agreed in writing for the carriage of the Goods (including cost of insurance in
transit) and the Goods shall be deemed to have been delivered upon
their loading upon the carrier and for the purpose of these Terms “Delivery”
shall be construed accordingly.
14. Should the Buyer fail to take Delivery on or before the Delivery Date the
Seller shall be entitled:
14.1 If it has not already done so to invoice such Goods forthwith and to
take the invoice into account;
14.2 To treat the Contract as repudiated by the Buyer and without
prejudice to any other right it may have against the Buyer the Seller
shall be entitled to resell the Goods and shall be entitled to be
indemnified by the Buyer for any Loss which it suffers.
15. The Seller reserves the right to deliver the Goods by installments and where
it does so each delivery shall constitute a separate contract and any failure
by the Seller to deliver any one or more of the installments
in accordance with these Terms or any claim by the Buyer in respect of any
one or more installments shall not entitle the Buyer to treat the Contract as a
whole as repudiated.
16. The Buyer shall store and transport the Goods in conditions that will
preserve the Goods in good condition. The Buyer shall comply with all
reasonable requests made by the Seller with regard to the conditions in
which the Goods are to be stored and transported.
17. Packing cases and cartons in which the Goods are supplied are non-
returnable and provided free of charge.
18.
18.1 If the Goods are to be manufactured by the Seller in accordance
with a specification submitted by the Buyer, the Buyer shall indemnify
the Seller against all Loss suffered by the Seller in connection with any
claim by a third party that the manufacture and/or supply
of the Goods to such specification infringes the rights of
any third party.
18.2 Unless otherwise agreed in writing all copyright and design rights in
any drawings created by the Seller in the performance of the Contract
shall vest in the Seller and remainthe property of the Seller
notwithstanding the purchase of the Goods by the Buyer.
19.
19.1 Subject as expressly provided for herein all warranties, conditions, or
other terms implied by statute or common law are excluded to the
fullest extent permitted by law and the Seller shall have no liability to
the Buyer other than as expressly set out herein.
19.2 The Seller makes no warranty as to the accuracy of all general
drawings including weights and dimensions issued by the Seller and
such drawings and any descriptions and illustrations contained in
any catalogue, price list or other advertising material are for
information only and are a general description of the Goods and do
not form part of the Contract.
19.3 The Buyer shall be deemed to have inspected and quantified the
Goods upon Delivery and the Seller shall have no liability to the Buyer
in relation to short delivery or damage to the Goods in transit which
was apparent on inspection or which would have been apparent on
reasonable inspection unless such short delivery or damage is
notified to the Seller and the carriers in writing within 3 days of
Delivery specifying (in such detail as the Supplier shall reasonably
require) the shortage in or damage to the Goods.
19.4 The Seller shall have no liability to the Buyer in relation to non-delivery
of the Goods unless such non-delivery is notified to the Seller in
writing within 10 days of the Delivery Date.
19.5 Where any valid claim in respect of short delivery or non-delivery of or
damage to the Goods is notified to the Seller in accordance with these
Terms, the Seller shall be entitled to supply goods to remedy any
short delivery or non-delivery or damage free of charge or, at the
Seller’s discretion refund to the Buyer the price of the relevant Goods
but the Seller shall have no further liability to the Buyer except in the
case of death or personal injury caused by the negligence of the
Seller.
19.6 Where the Seller does not manufacture the Goods or any part thereof
the Seller shall have no liability in relation to any defect in or failing of
the Goods other than to use its reasonable endeavours to pass to the
Buyer the benefit of any guarantee given in respect of the Goods or
part thereof by their manufacturer.
19.7.1 The company undertakes to replace or repair at its discretion
products should they become inoperable within the time periods as
outlined in the following table:
Conditions of Sale
Data is subject to errors and technical modifications.