Terms and Conditions
Terms & Conditions
In these terms and conditions
[a] HPS means Heating Parts Specialists Ltd
[b] The Contract means any Contract incorporating these Terms and Conditions
[c] The Buyer means the person company or firm who enters into a Contract with HPS under the terms hereof
2. Entire Agreement
Unless otherwise stated in writing by an authorised officer or representative of HPS and the Buyer the Terms and Conditions set out below will constitute the entire contract between the parties to the exclusion of any terms and conditions contained in the Buyer s order which conflicts with or purports to modify these Terms and Conditions.
Prices shall the HPS s prices ruling on the date of delivery and are exclusive of Value Added Tax which shall be added to the Buyers invoice where applicable.
4. Delivery & Risk
Delivery shall take place when the goods have been delivered to the Buyers premises or such other place as the Buyer may require. The risk shall pass to the Buyer on delivery. The Buyer shall take delivery or procure delivery to be taken on such days between such hours and in such quantities as may be reasonably prescribed by HPS.
Subject as provided below transport will be effected or arranged by HPS at its expense in respect of goods to be delivered on the mainland of England and Wales.
If HPS is informed by the Buyer that goods are to be transported by Passenger train air or other special delivery the carriage charges involved will be included in the Buyer s invoice.
6. Loss or Damage in Transit
HPS shall have no liability in respect of goods lost or damaged in transit unless notification of the nature and extent of such claim is received by HPS within 2 days of receipt of damaged goods or in the event of loss within 10 days of date of invoice.
HPSs liabilities shall in no circumstances exceed the invoiced value of the goods so lost or damaged. Goods subject to claim shall be stored by the Buyer free of charge for HPSs inspection.
7. Conditions & Warranties
[a] in respect of goods which are or have become defective by reason of faulty materials or workmanship at the date of delivery or up to twelve months from such date save as provided below the liability of HPS is confined to replacement of such defective goods free of charge or at its sole discretion to issue a credit to the Buyer to the net value of the defective goods at time of delivery. Any goods which are so replaced or in respect of which a credit is so issued shall be the property of HPS.
In addition to the foregoing the Buyer shall be entitled to the benefit in so far is it may be transferred to the Buyer or any additional rights with HPS may have against the supplier of such goods in respect of such defects.
Otherwise HPS shall not be liable for any injury loss or damage costs or expensed whether arising directly or indirectly from delivery or non-delivery or condition of the goods other than due to the negligence or default of HPS and the Buyer shall indemnify HPS in respect thereof.
[b] The above provisions shall not be available to the Buyer if the goods had been rendered faulty by alteration treatment processing or misuse by the Buyer or installer or ultimate user and are in lieu of any condition and or warranties implied by law which are hereby excluded.
HPS must receive payment for the whole of the price of the goods you order and any applicable charges for carriage and Value Added Tax before your order can be accepted unless otherwise in advance in writing.
Until full payment has been made of all debts owing by the Buyer to HPS
[a] the property in the goods shall remain in HPS
[b] during such period the Buyer shall keep and store the goods in such a manner that they can be identified as being the property of HPS
[c] the goods shall be held by the Buyer as a bailee on behalf of HPS but without prejudice to the foregoing the Buyer may sell the goods in the normal course of business
[d] the benefit of any Contract of Sale and the proceeds of any sale shall be the property of HPS and HPS shall be entitled to have transferred to it any claim it may have against a third party resulting from a sale of goods by the Buyer
[e] HPS may by written notice terminate the Buyer s power of sale at any time if the Buyer fails to make payment in accordance with the provisions of Condition 8 hereof or where the Buyer is an individual or a partnership he or any of the partners respectively shall become bankrupt or have a Receiver and or Manager appointed in respect of his assets or a receiving order made against him or enter into any composition or arrangement with creditors generally or where the Buyer is a Company it shall enter into liquidation where compulsory or voluntary or have a Receiver and or Manager appointed in respect of any of its assets or enter into any composition or arrangements with creditors in general.
At any time after the termination of the power of sale HPS may repossess the goods and the Buyer hereby grants HPS an irrevocable licence to enter upon any premises of the Buyer for the purpose of so doing.
Neither party shall be responsible for any delay or failure to fulfil its obligations under the Contract if caused by any circumstances which are not within its reasonable control including without limiting the generality of the foregoing any strike or threat thereof Governmental Order or restrictions or compliance with any order of any national provincial port or any other public authority or any person purporting to act for such authority.
Any neglect forbearance or indulgence on the part of HPS relating to its strict rights under the Contract shall in no way be deemed a waiver implied or otherwise of such rights.
12. Variation of Terms & Conditions
No variation of these Terms and Conditions shall be valid unless agreed between the parties in writing.
The proper and ruling law of the Contract and of the relations of the parties to the contract arising from it shall be English Law and the English Courts shall have exclusive jurisdiction.