DEFINITIONS – In these Terms and Conditions of Sale all references to “the Company” are to Hygiene Systems Limited (HSL), all references to “the Buyer” are to the person, firm or company by whom the Order is given to the Company and all references to goods are to the goods which are the subject of the Order.
GENERAL – All contracts for the sale of goods by the Company shall be deemed to incorporate these Terms and Conditions of Sale except as otherwise specifically agreed in writing by the Company. These Terms and Conditions of Sale shall override any terms and conditions stipulated, incorporated or referred to by the Buyer in any order, correspondence, negotiations or in any other way.
OFFER AND ACCEPTANCE – The Company’s price lists and quotations do not constitute offers by the Company.
No order is binding on the Company until accepted by the Company’s issue of an official order acknowledgement or invoice.
Acceptance of the Buyer’s order is subject to the goods being available and unsold.
After an order has been accepted by the Company, the order can only be cancelled with the Company’s written consent.
PRICES – All goods will be supplied at the Company’s prices in force at the date of despatch.
All prices and quotations are subject to variation or withdrawal by the Company at any time without notice.
Any duty or tax, present or future, levied or imposed in any country or territory in respect of the sale or delivery of the goods is payable by the Buyer.
PAYMENT TERMS – Unless otherwise specifically stated in writing payment in full is due by the 30th day following the invoice date. Time of payment shall be of the essence of all contracts for the sale of goods by the Company. Without prejudice to the foregoing, the Company reserves the right to charge the Buyer compound interest at the rate of two per cent per month on the amount of any part of the price which is overdue in respect of the period from the date on which payment is due until payment is received in full (interest being calculated at calendar monthly intervals from the due date of payment).
DELIVERY – While the Company will endeavour to meet quoted delivery dates, it will not be liable for any delay in delivery howsoever caused or for any loss or damage consequential or otherwise arising therefrom, nor shall any delay entitle the Buyer to cancel any contract.
If a contract provides for delivery by instalment, each instalment shall be deemed to be the subject of a separate contract. Non-delivery or delay in delivery of any instalment shall not affect the contract as regards other instalments.
Goods are not supplied on a sale-or-return basis. No goods may be returned without the written permission of the Company. The Company shall not be under any liability whatsoever for goods returned by the Buyer without permission.
DAMAGED OR DEFICIENT GOODS – In the event of goods reaching the Buyer in a damaged or deficient condition the Buyer should:-
notify the carrier and the Company immediately:
endorse the relevant proof of delivery document accordingly:
submit to the Company’s Head Office written particulars of the claim within three days of receipt of the goods.
Claims for total or partial loss of consignment must be received at the Company’s Head Office within seven days of the date of the relevant invoice.
Claims received in respect of goods signed for in good condition cannot be accepted by the Company.
TITLE TO GOODS – The property in goods agreed to be sold by the Company shall not pass to the Buyer until the Company has duly received the agreed price in cash. Should the Buyer fail to pay any amount whatsoever due to the Company upon the due date or the Company shall cancel or terminate any contract with the Buyer for any reason, the Company shall thereupon have the right at any time thereafter to remove the goods or so much thereof as it, in its sole discretion may determine, from any premises where they may be.
DISPENSERS – Providing the customer has signed a HSL Free on Loan Agreement and continues to purchase product for these dispensers from HSL – the dispensers will be loaned to the customer free of charge for a period of three years. If however the customer wishes to change supplier then the dispensers must be returned to HSL. In a Free on Loan situation the dispensers always remain the property of HSL.
RISK AND INSURANCE – The risk in goods agreed to be sold by the Company shall pass on delivery of the goods to the Buyer. The Company shall be entitled to treat the risk as having passed if the Buyer fails to require or accept delivery of the goods (as the case may be) when delivery falls due.
FORCE MAJEURE – The Company shall not incur any liability or be responsible for any loss or damage sustained by the Buyer arising out of or in consequence of any interruption in the source of supplies, holding up or delay in shipment or deliveries, any prohibition of import or export, the seizure or stoppage of or requisition of ships or vessels, Act of God, outbreak or hostilities (whether or not war is declared), Insurrection, riot, Civil disturbance, Government act or regulation, fire, flood, explosion, accident, theft, climatic conditions, strike, lock-out or trade dispute (whether of the Company’s employees or some other parties) shortage or unavailability of goods, labour or power, or caused by or resulting from any other event or circumstances (whether or not of the same or similar kind to those enumerated) beyond the Company’s control.
Without prejudice to the generality of paragraph a) of this Condition, the Company shall have the right to cancel or delay delivery or reduce the amount delivered (without any liability of the Company for any loss or damage consequential or otherwise arising therefrom). If the Company is unable to fulfil its contractual obligations by reason of any cause beyond the Company’s control.
FINANCIAL RISK – If the Company considers in its absolute discretion that the financial circumstances of the Buyer do not justify payment on the credit terms or any other arrangements previously agreed or the Buyer fails duly to pay for any goods or to comply with any other material requirement under any contact with the Company then in either such event the Company may at its option, without prejudice to any of its other rights or remedies, either require payment in cash before despatch of goods remaining to be delivered or may cancel all or any contracts with the Buyer and in the case of contracts where delivery is to be made by instalments cancel all or any of such contracts as regards undelivered instalments.
LIMITATION OF LIABILITY – Save in the respect of personal injury or death due to any negligence, the company shall not be liable to the Buyer due to any defect in the goods.
Without prejudice to condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement..
ALTERATIONS AND AMENDMENTS – The company reserves the right to alter or amend these Terms and Conditions of Sale generally or of any particular class of goods or customer.
NO ASSIGNMENT – All contracts are made between the Company and the Buyer and are not assignable by the Buyer without the consent of the Company.
NOTICES – Any notice purported to be given under the contact to the Buyer shall be deemed to have been duly served and have been received by Buyer in due course of post, if sent by the Company by prepaid letter post addressed to the Buyer at the Buyer’s last known address.
GOVERNING LAW – These Terms and Conditions of Sale and all contracts for the supply of goods by the Company shall be governed by and construed in accordance with English Law and the Company and the Buyer agree that the English Courts shall have exclusive jurisdiction to determine any disputes arising from or connected with this Agreement.