General terms and conditions – in English

Terms and Conditions

Terms and Conditions of Purchase

1. Interpretation
1.1 Definitions:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.3.
Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
Customer: Quality Hydraulic Power Limited (registered in England and Wales with company number 02131010).
Delivery Date: the date specified in the Order, or, if none is specified, within 10 days of the date of the Order.
Delivery Location: the address for delivery of Goods as set out in the Order.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Supplier: the person or firm from whom the Customer purchases the Goods.
1.2 Interpretation:
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re- enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes faxes but does not include emails.

2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Order; and
(b) the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence

3. Goods
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description, any specification given by the Customer;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
(c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. Delivery
4.1 The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.
4.2 The Supplier shall deliver the Goods:
(a) on the Delivery Date;
(b) at the Delivery Location; and
(c) during the Customer’s normal business hours, or as instructed by the Customer.
4.3 Time of delivery is of the essence.
4.4 Delivery of the Goods shall be completed on the completion of the unloading of the Goods at the Delivery Location.
4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent.

5. Remedies
5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies:
(a) to terminate the Contract;
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
(e) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
5.2 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk
6.1 Title and risk in the Goods shall pass to the Customer on completion of delivery.

7. Price and payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.
7.2 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) includes the costs of packaging, insurance and carriage of the Goods.
7.3 No extra charges shall be effective unless agreed in writing with the Customer.
7.4 The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s order number, the Supplier’s VAT registration number and any supporting documents that the Customer may reasonably require.
7.5 The Customer shall pay correctly rendered invoices within 60 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
7.6 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier

8. Indemnity
8.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses)
suffered or incurred by the Customer as a result of or in connection with:
(a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
8.2 This clause 9 shall survive termination of the Contract.

9. Insurance
During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

10. Confidentiality
10.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

11. Termination
11.1 The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
11.2 Without limiting its other rights or remedies, the Customer may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Supplier commits a material breach of any term of the Contract;
(b) the Supplier takes any step or action in connection with its winding up, entering administration, receivership, provisional liquidation or any composition or arrangement with its creditors, or ceasing to carry on all or a substantial part of its business;
(c) the Supplier’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination.

12. Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event or circumstance beyond a party’s reasonable control. If the period of delay or non- performance continues for two months, the party not affected may terminate the Contract by giving written notice to the affected party.

13. General
13.1 Assignment and other dealings.
(a) The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.2 Entire agreement.
This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the Customer.
13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
13.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.6 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre- paid first class post or other next working day delivery service, or commercial courier.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.6(a); if sent by pre- paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.7 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
13.8 Governing law and Jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it, shall be governed by the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

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Terms and Conditions of Sale

2. Basis of contract
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes faxes but does not include emails.2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.2 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.3 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue, unless agreed otherwise in writing, and is subject to the availability of the Supplier’s stock from time to time.
2.4 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Order and any materials supplied by the Customer. This Clause 2.4 shall survive termination of the Contract.
2.5 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

3. Delivery
3.1 The Customer shall collect the Goods from the Supplier’s premises at Taylor House, Minerva Avenue, Chester, CH1 4QL, or, if the Supplier agrees with the Customer in writing, the Supplier shall deliver the Goods to the location set out in the Order (Delivery Location).
3.2 Delivery is completed on the completion of the unloading or loading of the Goods at the Delivery Location or the Supplier’s premises, as the case may be.
3.3 Any dates quoted for delivery are approximate only, and the time of delivery will not be of the essence.
3.4 If the Customer fails to take or accept delivery of the Goods within two Business Days of the Supplier notifying the Customer that the Goods are ready, then the Supplier shall be entitled to charge the Customer for all costs and expenses related to storing the Goods (including insurance) until delivery takes place.
3.5 Where the Customer fails to notify the Supplier within 2 days of delivery or collection that the Goods fail to match the description provided in the Order the Goods will be deemed to be accepted.
3.6 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
3.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4. Quality
4.1 Save for where a different warranty period is stated in the Order, the Supplier warrants that, for a period of 12 months from the date of delivery (warranty period), the Goods shall be free from material defects in material and workmanship.
4.2 If:
(a) the Customer gives notice in writing to the Supplier during the warranty period that the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods;
(c) the Customer returns such Goods to the Supplier’s place of business at the Customer’s cost;
(d) the Customer has not misused, altered or repaired the Goods;
(e) the Customer has not made further use of such Goods after giving notice in accordance with this clause 5.2; and
(f) the defect is not a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
4.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5. Title and risk
5.1 The risk in the Goods shall pass to the Customer upon the Supplier notifying the Customer that the Goods are ready for collection.
5.2 Title to the Goods shall not pass to the Customer until:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer immediately before the time at which resale by the Customer occurs.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer;
(b) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price; and
(c) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, the Supplier may at any time require the Customer to deliver up all Goods in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6. Price and payment
6.1 The price of the Goods shall be the price set out in the Order.
6.2 The Supplier may, acting reasonably, by giving notice to the Customer at any time before delivery, amend the price of the Goods.
6.3 The price of the Goods excludes VAT and the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
6.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery, or, where the Goods are to be collected, upon the Supplier notifying the Customer that the Goods are ready for collection.
6.5 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Time for payment is of the essence.
6.6 If the Customer fails to make any payment due to the Supplier under the Contract, the Customer shall pay interest on the overdue amount at the rate of 5% per annum above the Bank of England’s base rate from time to time.
6.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding.

7. Termination
7.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer commits a material breach of any term of the Contract;
(c) the Customer takes any step or action in connection with its winding up, entering administration, receivership, provisional liquidation or any composition or arrangement with its creditors, or ceasing to carry on all or a substantial part of its business;
(d) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
7.2 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
7.3 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8. Limitation of liability
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 9.1:
(a) the Supplier shall under no circumstances whatsoever be liable to the Customer for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed the price of the Goods.

9. Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event or circumstance beyond a party’s reasonable control.

10. Disputes
Any disputes arising out of or in connection with the Contract shall be decided by an independent third party expert, appointed by agreement between the parties.

11. General
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2 Confidentiality.
(a) Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, including but not limited to any general arrangement drawings and calculations provided to the Customer by the Supplier, except as permitted by clause 11.2(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 11.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
11.3 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties.
11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.7 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, or commercial courier.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
11.9 Governing law and Jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it, shall be governed by the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

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