1. DEFINITIONS - Unless the context requires otherwise, the following expressions shall have the following meaning: -
"the Seller" means the subsidiary company of Hope Technical Developments which supplies the goods or services to the Buyer.
"the Buyer" means the person, firm or company to whom the Seller supplies the goods or services.
"the Sub-Buyer" means the person, firm or company to whom the Buyer supplied goods which have been supplied to him or it by the Seller.
2. GENERAL - contracts and orders are accepted by the Seller subject to these Conditions of Sale and no servant or agent of the Seller is authorised to agree any variation, waiver or modification thereof and should any conflict occur between the Buyer's conditions of purchase and these Conditions of Sale, these conditions will prevail.
3. TIME LIMITS - any time or date for deliveries specified by the Seller is an estimate only; the Seller shall not be liable for delay from whatever cause.
4. RETURNS - goods may only be returned with the prior agreement, in writing of the Seller. Any goods returned without prior agreement of the Seller will be returned to the Buyer and a charge for handling (not exceeding 10% of the current selling price for the goods) plus all the carriage costs will be made.
5. ORDER CANCELLATION - cancellation of the Buyer's order, in whole or in part, can only be accepted after prior negotiation and agreement.
6. LOSS OR DAMAGE IN TRANSIT - the Seller must be given written notification of any damage or non-delivery within such time as will enable the Seller to comply with the carrier's conditions of carriage as affecting loss or damage in transit, or, where delivery is made by the Seller's own transport, within 72 hours after receipt of the Advice Note. The Seller shall in no event be liable if the foregoing requirement is not fulfilled.
7. TITLE TO THE GOODS
i. The property in the goods shall remain vested in the Seller and shall not pass to the Buyer until the Seller has received payment in full of the purchase price.
ii. So long as the property in the remain vested in the Seller they shall be at liberty at any time to retake possession thereof and for that purpose to enter upon any premises of the Buyer.
iii. Notwithstanding that the property has not passed to the Buyer, the Buyer shall be at liberty to resell the goods, but any such resale shall be deemed to be for the account of the Seller and any proceeds thereof, whether received from the Sub-Buyer or from any Assignee of the debt due from the Sub-Buyer shall be held by the Buyer on behalf of the Seller until such time as the purchase price shall have been paid in full.
iv. If, prior to the passing of property therein, the buyer shall process the goods or mix them with other goods, ownership of the processed or mixed goods shall remain so vested until such time as the purchase price shall have been paid in full.
v. Upon the appointment of a Receiver of the whole or any part of the Buyer's undertaking or upon the Buyer entering into liquidation or upon the Buyer compounding with its creditors or taking or suffering any similar action in consequence of debt the purchase price will become due and payable and the Seller may at its option terminate the contract.
vi. Notwithstanding the foregoing, the goods are at the entire risk of the Buyer from the time of delivery.
8. PRICES - all prices listed or quoted are subject to alteration without prior notice and prices charged will be those current at the time of despatch of the goods.
9. CATALOGUES - catalogues, price lists and other advertising matter are only an indication of the type of goods offered and no price or other particulars contained therein shall be binding on the Seller.
10. PAYMENT - payment shall be made before the end of the next month following despatch of the goods by the Seller unless the Seller has agreed in writing to the contrary. Where delivery of the goods is made by instalments the Seller may invoice the Buyer for each instalment separately. Wholesale and quantity discount will be recharged on overdue accounts, together with interest at a rate to be determined by the Seller.
11. LIMITATION OF LIABILITY
a) If any goods supplied by the Seller are defective or do not correspond to the specification ordered by the Buyer the Sellers liability shall be limited to free replacement of the goods shown to be unsatisfactory. The Seller shall not under any circumstances be liable for any consequential loss, loss of profits or any damage suffered by the Buyer howsoever arising in respect of any goods supplied by the Seller.
b) If a claim is made by the Buyer the Seller shall be entitled to examine the goods which are the subject of the claim and to remove the goods or any part thereof for testing.
c) No test of goods by the Buyer will be recognised by the Seller unless it is carried out strictly in accordance with a method agreed by the Seller as being suitable.
12. TRADEMARKS - the buyer agrees not to remove, alter or deface or allow to be removed, altered or defaced any marks, names or numbers affixed to the products and accessories purchased from the Seller.
13. FORCE MAJEURE - the Seller shall not be liable to the Buyer for any failure to perform its/obligations under the contract to the extent that such performance is hindered by acts of God, war, riot, sabotage, explosions, epidemic, strikes, lockouts, disputes of difference with workmen shortages of labour or materials, complaints with rules, regulations or order of any Governmental office department or agency, fire, storm, flood, earthquake or other natural catastrophe or any other circumstances of any kind whatsoever outside the control of the Seller.
14. PROPER LAW - these terms and conditions and all contracts to which they apply shall in all respects be governed by and construed in accordance with the Law of England and the Buyer agrees to be subject to the jurisdiction of the English Courts.
15. Credits issued against customer accounts must be used within that year of issue. All credits left against the account after the year end, shall be deemed to have been relinquished by the said customer.