Website Conditions of Sale
This page (together with the documents referred to on it) sets out the terms and conditions (“Conditions”) on which the Supplier shall supply to the Customer (“Purchaser”) any of the goods (“Goods”) listed on the website www.sandhp.com (“site”) to the Purchaser. Please read these Website Conditions of sale carefully before ordering any Goods from the site. By placing an order for the Goods, the Purchaser agrees to be bound by these
Please print a copy of these Conditions for future reference.
Please click on the button marked “I Accept” at the end of these Conditions if they are accepted. If the Purchaser refuses to accept these Conditions, it will not be able to order any Goods from the site.
1. INFORMATION ABOUT US
1.1 The Supplier operates the website www.sandhp.com. The Supplier is Siddall and Hilton Products Limited, a company registered in England and Wales under company number 03460387 and with its registered office at Sidhil Business Park,
Holmfield, Halifax, West Yorkshire HX2 9TN. The Supplier’s main trading address is Birds Royd Lane, Brighouse, West Yorkshire HD6 1LT. The Supplier’s VAT number is GB461127766.
2. THE PURCHASER’S STATUS
2.1 By placing an order through the Supplier’s site, the Purchaser (if an individual) warrants that it is legally capable of entering into binding contracts and at least 18 years old.
3. THE SUPPLIER’S STATUS
3.1 The Supplier may provide links on the site to the websites of other companies, whether affiliated with the Supplier or not. The Supplier cannot give any undertaking that products the Purchaser purchases from third party sellers
through the Supplier’s site, or from companies to whose website the Supplier has provided a link on the site, will be of satisfactory quality, and any such warranties are disclaimed by the Supplier absolutely. This disclaimer does not
affect the Purchaser’s statutory rights against the third party seller. The Supplier will notify the Purchaser when a third party is involved in a transaction, and may disclose the Purchaser’s information related to that transaction to
the third party seller.
4.1 All orders placed through the Suppliers site are subject to the following Conditions and additions thereto or variations therein shall only be made or applied if agreed in writing between Supplier and Purchaser. Placing an order
indicates the Purchaser’s acceptance of the Conditions.
5.1 Any order placed must be accompanied by sufficient information to enable the Supplier to proceed with processing the order, otherwise the Supplier shall be at liberty to amend the quoted prices to cover any increase in cost which has
taken place after acceptance.
5.2 After placing an order, the Purchaser will receive an e-mail from the Supplier acknowledging that it has received the order. This does not mean that the order has been accepted. The order constitutes an offer to the Supplier to buy
the Goods. All orders are subject to acceptance by the Supplier who will confirm such acceptance by sending the Purchaser an e-mail that confirms that the Goods have been dispatched (“Dispatch Confirmation”). The contract between the
Supplier and the Purchaser (“Contract”) will only be formed when the Supplier sends the Dispatch Confirmation.
5.3 The Contract will relate only to those Goods whose dispatch the Supplier has confirmed in the Dispatch Confirmation. The Supplier will not be obliged to supply any other Goods which may have been part of the Purchaser’s order until
the dispatch of such Goods has been confirmed in a separate Dispatch Confirmation.
6. DRAWINGS, CATALOGUES ETC.
6.1 All specifications and particulars of weights and dimensions of the Goods are approximate only, and the descriptions and illustrations contained in the Supplier’s catalogues, price lists, on the Supplier’s website and other
advertisement matter are intended merely to present a general idea of the Goods described, and none of these shall form part of the Contract.
7.1 The Supplier will accept no liability for failure to attain any performance figures or dimensional accuracy unless these have been specifically agreed, and subject to any tolerances specified in
these Conditions or otherwise agreed by the Supplier, in an agreed sum as liquidated damages. If the performance figures or dimensional accuracy obtained on any test provided for in the Contract are outside the acceptance limits
specified therein, the Purchaser will be entitled to reject the Goods, or (if applicable) accept the Goods and claim the liquidated damages.
7.2 Before the Purchaser becomes entitled to claim liquidated damages or to reject the Goods, the Supplier is to be given reasonable time and opportunity to rectify its performance. If the Purchaser becomes entitled to reject the Goods
and does so reject them, the Supplier will repay to the Purchaser any sum paid by the Purchaser to the Supplier on account of the Contract price thereof.
7.3 The Purchaser assumes responsibility that the Goods stipulated by the Purchaser are sufficient and suitable for the Purchaser’s purpose save in so far as the Purchaser’s stipulations are in accordance with the Supplier’s advice.
7.4 If product sample(s) are supplied to the Purchaser by the Supplier, for inspection by the Purchaser, such sample is so exhibited and inspected solely to enable the Purchaser to make a judgement of the quality of the product in
general and not so as to constitute a sale by sample. The Purchaser shall take delivery of the Goods at its own risk as to their corresponding with the supplied sample(s).
8. LIABILITY FOR DELAY
8.1 Any times quoted for dispatch or delivery will run from the date the Dispatch Confirmation is issued to the Purchaser by the Supplier. The time for dispatch or delivery shall be extended by a reasonable period if delay in dispatch or
delivery is caused by instructions or lack of instructions from the Purchaser or by industrial dispute or by any cause beyond the Supplier’s reasonable control, notwithstanding clause 29.
9. VARIATIONS AND CANCELLATION OF THE CONTRACT
9.1 The Supplier shall be under no obligation to alter or vary any part of the Contract or any work connected therewith. Any alteration to or addition to or amendment or other variation of the Contract shall, if requested by the
Purchaser, be subject to the agreement of the Supplier and shall not be binding upon the Supplier unless and until accepted by the Supplier in writing. In the event of variation
or suspension of the work by the Purchaser’s instructions of lack of instructions, the Supplier shall be entitled to adjust the contract price and delivery date accordingly.
9.2 If the Purchaser is contracting as a consumer, the Purchaser may cancel the Contract at any time within seven working days, beginning on the day after he receives the Goods. In this case, the Purchaser will receive a full refund of
the price paid for the Goods in accordance with the supplier’s refunds policy (set out in Condition 13).
9.3 To cancel a Contract, the Purchaser must inform the Supplier in writing. The Purchaser must also return the Goods to the Supplier immediately, in the same condition in which he received them, and at his own cost and risk. The
Purchaser has a legal obligation to take reasonable care of the Goods while they are in his possession. If the Purchaser fails to comply with this obligation, the Supplier may have a right of action against the Purchaser for
9.4 If the Purchaser is not contracting as a consumer, Goods cannot be considered cancelled until written consent has been obtained from the Supplier. Orders for which manufacturing or materials sourcing has already irrevocably commenced
will not be accepted for cancellation. Should Goods be refused at the Purchaser’s premises claiming that cancellation has been approved, written evidence must be given of the Supplier’s consent, or payment will still be required and no
credit will be issued. Storage charges for non-accepted goods will also be applied.
9.5 If the Purchaser is contracting as a consumer, details of his statutory right of cancellation, and an explanation of how to exercise it, are provided in the Dispatch Confirmation. This provision does not affect the Purchaser’s other
statutory rights as a consumer.
10.1 In these Conditions “Incoterms” means the international rules for the interpretation of credit terms at the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires,
any term or expression which is defined here or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions
of Incoterms and these Conditions, the latter shall prevail.
10.2 Unless otherwise specified by the Supplier, the price set out on the website for the Goods includes delivery of the Goods by any method of transport the Supplier’s option.
10.3 Unless otherwise agreed in writing between the parties, delivery of the Goods shall take place and risk in the Goods will pass in accordance with Incoterms as follows:
10.3.1 deliveries within the United Kingdom shall be subject to CIP;
10.3.2 deliveries within the EEA (other than the United Kingdom) shall be subject to DAP; and
10.3.3 deliveries outside the EEA shall be subject to CIF (or FOB where agreed in writing between the parties)
otherwise delivery of the Goods shall be made by the Supplier tendering bills or other appropriate documents of lading or by delivering the Goods to the place specified in the Purchaser’s order or if no place of delivery is so specified
by the Purchaser, collecting the Goods from the Supplier’s premises at any time after the Supplier has notified the Purchaser that the Goods are ready for collection. Goods dispatched by post will be delivered when the Goods are accepted
by the post office in the United Kingdom.
10.4 Unless otherwise specified, the Supplier shall not be responsible for off loading. If the Goods are collected by the Purchaser from the Supplier’s site the Purchaser shall be responsible for loading. If appropriate, the Supplier
shall give reasonable and necessary assistance in off loading at the sole risk of the Purchaser. If the Supplier accepts responsibility for off loading (in writing), then the Purchaser shall ensure there is good and sufficient access and
unloading facilities (including adequate labour and equipment) at the agreed point of delivery. Where the Goods are delivered to the Purchaser’s nominated address, the Purchaser shall be liable and responsible for and shall indemnify the
Supplier against injury to persons or damage to property as a result of off loading the Goods.
10.5 The Supplier shall endeavour to comply with the shipping instructions given by the Purchaser with the Purchaser’s order for the Goods but the
Supplier reserves the right to make part shipments and to ship by vessels of the Supplier’s choice from any port in the United Kingdom or elsewhere.
10.6 Where the Purchaser is to provide a vessel for shipment the Supplier shall not be responsible for any charges resulting from failure by the Purchaser to give due notice of the vessel’s time of arrival.
10.7 Where the Purchaser is contracting as a consumer, the order shall be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 30 days of the date of the Dispatch
Confirmation, unless there are exceptional circumstances (notwithstanding condition 29) or an alternative delivery date is agreed in writing between the parties.
10.8 Where the Purchaser is not contracting as a consumer, all delivery and shipping dates quoted by the Supplier are approximate only. Delivery and shipping dates are given in good faith and the Supplier shall not be liable for any
delays whatsoever. Any times described as an estimate shall not be construed as a fixed time quoted for the purpose of this condition. The time for dispatch or delivery shall be extended by a reasonable period if delay in dispatch or
delivery is caused by instructions or lack of instructions given by the Purchaser or by any industrial dispute or any other cause being beyond the reasonable control of the Supplier (notwithstanding condition 29). The Supplier shall not
have any liability in respect of deliveries made after the delivery date.
10.9 In no event shall time for delivery be of the essence of the Contract unless previously agreed by the Supplier in writing.
10.10 The Goods may be delivered by the Supplier in advance of the delivery date upon giving reasonable notice to the Purchaser.
10.11 Where delivery of the Goods is to be made by the Supplier in bulk, the Supplier reserves the right to deliver up to ten per cent more or ten per cent less than the quantity ordered without any adjustment in the price, and the
quantity so delivered shall be deemed to be the quantity ordered.
10.12 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Conditions or any claim
the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
10.13 If the Purchaser fails to take delivery of the Goods or any part of them on the delivery date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on
that date, the Supplier shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of condition 16 of these Conditions risk in the Goods shall pass to
the Purchaser, delivery shall be deemed to have taken place and the Purchaser shall pay to the Supplier all costs and expenses including storage, insurance and demurrage charges arising from such failure.
10.14 The Supplier shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place. Where Goods are sold inclusive of any or all of the freight, handling, port or insurance
charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport necessarily or at the Purchaser’s request or
through any delay however caused shall be for the Purchaser’s account subject to the absolute discretion of the Supplier. Port surcharges and other incidental charges are not included in the freight rate will be for the Purchaser’s
10.15 Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the Goods are the responsibility of the Purchaser and the Supplier shall be reimbursed forthwith where these are necessarily
paid by the Supplier. The Supplier has no control over these charges and cannot predict their amount.
11. LOSS OR DAMAGE IN TRANSIT
11.1 Where the price includes delivery other than at the Supplier’s works, the Supplier will repair or at the Supplier’s option replace free of charge any goods lost or damaged in transit; Provided that the Supplier is given written
notification of such loss or damage within such times as will enable the Supplier to comply with the carrier’s conditions of carriage as effecting loss or damage in transit.
12. PRICES AND TERMS OF PAYMENT
12.1 The price of the Goods and the Supplier’s delivery charges will be as quoted on the site from time to time, except in the cases of obvious errors. Unless otherwise agreed in writing, the price of the Goods shall include the cost of
delivery to a specified delivery point.
12.2 The prices quoted on the site are exclusive of value added tax and all or any other taxes, levies or duties which shall be added to the purchase price and chargeable at the rates applicable at the date of invoice.
12.3 Prices of the Goods and delivery charges are liable to change at any time, but changes will not affect orders in respect of which a Dispatch Confirmation has already been sent to the Purchaser.
12.4 The Supplier’s site contains a large number of Goods and it is always possible that, despite the Supplier’s best efforts, some of the Goods listed on the site may be incorrectly priced. The Supplier normally verify prices as part of
the dispatch procedures so that, where the Goodsâ€Ÿ correct price is less than the stated price, the Supplier will charge the lower amount when dispatching the Goods to the Purchaser. If the Goodsâ€Ÿ correct price is higher than the
price stated on the site, the Supplier will normally, at the Supplier’s discretion, either contact the Purchaser for instructions before dispatching the Goods, or reject the order and notify the Purchaser of such rejection.
12.5 The Supplier is under no obligation to provide the Goods to the Purchaser at the incorrect (lower) price, event after a Dispatch Confirmation has been sent, if the pricing error is obvious and unmistakeable and could have reasonably
been recognised by the Purchaser as an error.
12.6 Unless the Purchaser has a credit account with the Supplier, payment for all Goods must be made by credit or debit card (though RBS WorldPay) or PayPal or any other method as agreed in writing between the parties.
12.7 In the case of credit accounts, unless otherwise agreed in writing the Goods will be invoiced on dispatch (or collection), or, in the case of Goods for which delivery instructions are awaited, 7 days after posting, or otherwise
sending to Purchaser, notification that the Goods are ready and awaiting those instructions.
12.8 Unless otherwise agreed in writing payment shall be due in full by the end of the month following that in which the invoice is issued.
12.9 Time for payment shall be of essence of the Contract.
12.10 In the event of the Purchaser failing to pay for the Goods on the due date for payment then without prejudice to any other rights it may have the Supplier reserves the right to charge interest at a rate in accordance with the „Late
Payment of Commercial Debts (Interest) Act 1998â€Ÿ. Additionally and without prejudice to its other rights the Supplier shall be entitled to recover all direct expenses reasonably incurred by the Supplier in collecting or attempting to
collect amounts of the price outstanding.
12.11 If the Purchaser fails to make payment when due in accordance with the agreed terms, the Supplier reserves the right in its absolute discretion and without prejudice to any of its other rights or remedies to suspend all further
deliveries until such payment has been received in full together with any other amounts owing to the Supplier whether the due date for payment has been reached or not, if so requested by the Supplier or, at the Suppliers option, to
cancel the balance of the order. In either case the Supplier shall hold the Purchaser liable for costs incurred in respect of goods in course of manufacture or ready for dispatch.
13. REFUNDS POLICY FOR CONSUMERS
13.1 If the Purchaser returns the Goods to the Supplier:
13.1.1 because the Purchaser is contracting as a consumer and has cancelled the Contract within the seven-day cooling-off period, the Supplier shall process the refund due to the Purchaser as soon as possible and, in any case, within 30
days of the day the Purchaser gives notice of cancellation. In this case, the Supplier shall refund the price of the Goods in full, and any applicable delivery charges. However, the Purchaser shall be responsible for the costs of
returning the item to the Supplier; or
13.1.2 for any other reason as a consumer (for instance, because the Purchaser has notified the Supplier that it does not
agree to a change in these Conditions or in any of the supplier’s policies, or because he considers that the Goods are defective), the Supplier will examine the returned goods and notify the Purchaser of such refund via email within a
reasonable period of time. The Supplier will usually process the refund due to the Purchaser as soon as possible and, in any case, within 30 days of the day the Supplier has confirmed to the Purchaser via email that he is entitled to a
refund. The Supplier will refund the price of defective Goods in full, any applicable delivery charges and any reasonable costs the Purchaser incurs in returning the item to the Supplier.
13.2 The Supplier will usually refund any money received from the Purchaser using the same method originally used by the Purchaser to pay for the Goods.
14. REFUNDS POLICY FOR BUSINESSES
14.1 If the Purchaser is not entering into the Contract as a consumer, the Supplier will make good, by repair or at the Supplier’s option by the supply of a replacement, defects which under proper use, appear in the Goods within a period
of twelve calendar months after the Goods have been delivered and which arise solely from faulty design (other than a design made, furnished or specified by the Purchaser for which the Supplier has disclaimed responsibility in writing),
materials or workmanship: provided always that defective parts have been returned to the Supplier if the Supplier shall have so required. The Supplier shall refund the reasonable land transport cost of carriage on such returned parts and
the repaired or new parts will be delivered by the Supplier free of charge as provided in Clause 8 (Delivery). The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, handing
damage, damage sustained during installation or commissioning, negligence, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), accidents which the Goods cannot reasonably be expected
to withstand, misuse or inadequate storage, any substrate corrosion due in whole or part to an ineffective corrosion resistance coating applied either by the Purchaser or by the Purchaser’s sub contractors or alteration or repair of the
Goods without the Supplier’s written approval;
14.2 The Supplier’s liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods, and save as provided in this clause the Supplier shall not
be under any liability whether in contract, tort or otherwise, in respect of defects in goods delivered or for any injury (other than death or personal injury caused by the Supplier’s negligence as defined in Section 1 of the Unfair
Contract Terms Act 1977), damage or loss (including consequential loss and loss of profits), resulting from such defects or for any work done in connection therewith.
14.3 Nothing in this condition 14 affects the statutory rights of a Purchaser contracting as a consumer.
15.1 The Supplier will indemnify the Purchaser against any claim for infringement of Letters of Patent, Registered Design, Trade Mark or Copyright (published at the date of the contract) by the use or sale of any article or material
supplied by the Supplier to the Purchaser and against all costs and damages which the Purchaser may incur in any action for such infringement or for which the Purchaser may become liable. Provided always that this indemnity shall not
apply to any infringement which is due to the Supplier having followed a design or instruction furnished or given by the Purchaser or to the use of such article or material in a manner or for a purpose or in a foreign country not
specified by or disclosed to us, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us. And provided also that this indemnity is
conditional on the Purchaser giving to the Supplier the earliest possible notice in writing of any claim being made or action threatened or brought against the Purchaser and on the Purchaser permitting the Supplier at the Supplier’s own
expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. The Purchaser warrants that any design or instruction furnished or given by the Purchaser shall not be such as will cause the Supplier
to infringe any Letters of Patent, Registered Design, Trade Mark or Copyright in the execution of the Purchasers order and the Purchaser agrees to indemnify the Supplier against any claim arising from such breach of warranty by any third
party for infringement of letters of Patent, Registered Design, Trademark or Copyright by the use or sale of any article or material supplied by the
Purchaser to the Supplier and against all costs and damages which the Supplier may incur in any action for such infringement or for which the Supplier may become liable.
16. LIABILITY FOR ACCIDENTS OR DAMAGE
16.1 If the Supplier, the Supplier’s agents or sub-contractors are on the Purchaser’s site for the purposes of the Contract then, notwithstanding the provisions of condition 14 the Supplier will indemnify the Purchaser against direct
damage or injury to the Purchaser’s property or person or that of others occurring while the Supplier is working on site to the extent caused by the Supplier’s negligence, the Suppliers sub-contractors or agents, but not otherwise, by
making good such damage to property. Provided that:
16.1.1 the Supplier’s total liability for damage to the Purchaser’s property (including damage caused by the Supplier’s breach of contract, tort or breach of statutory duty) shall not exceed £100,000 or the contract price, whichever sum
is the greater and;
16.1.2 the Supplier shall not be liable to the Purchaser for any loss of profit or of contracts or, save as aforesaid, for any loss or damage of any kind whatsoever and whether caused by the Supplier’s breach of contract, tort, breach of
statutory duty or otherwise howsoever.
16.2 Save as specifically provided for in condition 14, the Supplier shall not be liable for any damage occurring after completion of the work on the Purchaser’s site.
17. LIMITATIONS OF LIABILITY
17.1 Only conditions 17.6, 17.7 and 17.8 shall apply in the event the Purchaser is contracting as a consumer.
17.2 In all cases the party establishing or alleging a breach of contract or a right to be indemnified in accordance with the Contract shall be under a duty to take all necessary measures to mitigate the loss that has occurred provided
that it can do so without unreasonable inconvenience or cost.
17.3 Neither the Supplier nor the Purchaser shall be liable to the other by way of indemnity or by reason of any breach of the Contract or of statutory duty or by reason of tort (including but not limited to negligence) for any loss or
profit, loss of use, loss
of production, loss of contracts or for any financial or economic loss or for any indirect or consequential damage whatsoever that my be suffered by the other.
17.4 In no circumstances whatsoever shall the liability of the Supplier to the Purchaser under these conditions for any one act or default exceed the contract price. The Supplier shall have no liability to the Purchaser for or in respect
or in consequence of any loss of or damage to the Purchaser’s property that occurs after the expiration of any defects liability period specified in the Supplier’s quotation.
17.5 The Purchaser and the Supplier intend that their respective rights, obligations and liabilities as provided for in these conditions shall be exhaustive of the rights, obligations and liabilities of each of them to the other arising
out of, under or in connection with the Contract, whether such rights, obligations and liabilities arise in respect or in consequence of a breach of contract or of statutory duty or a tortious or negligent act or omission which gives
rise to a remedy at common law. Accordingly, except as expressly provided for in these Conditions, neither party shall be obligated or liable to the other in respect of any damages or losses suffered by that other which arise out of,
under or in connection with the contract, whether by reason or in consequence of any breach of contract or of statutory duty or tortious or negligent act or omission.
17.6 Subject to condition 17.8, if the Supplier fails to comply with these Conditions, it shall only be liable to the Purchaser for the purchase price of the Goods and, subject to condition 17.7, any losses that the Purchaser suffers as
a result of the Supplier’s failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.
17.7 Subject to condition 17.8, the Supplier will not be liable for losses that result from its failure to comply with these Conditions that fall into the following categories:
17.7.1 loss of income or revenue;
17.7.2 loss of business;
17.7.3 loss of profits;
17.7.4 loss of anticipated savings;
17.7.5 loss of data; or
17.7.6 waste of management or office time.
However, this condition
17.7 will not prevent claims for loss of or damage to the Purchaser’s tangible property that are foreseeable or any other claims for direct loss that are not excluded by conditions 17.7.1 to 17.7.6 inclusive.
17.8 Nothing in these Conditions excludes or limits the Supplier’s liability for:
17.8.1 death or personal injury caused by the Supplier’s negligence;
17.8.2 fraud or fraudulent misrepresentation;
17.8.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;
17.8.4 defective products under the Consumer Protection Act 1987;
17.8.5 any deliberate breaches of these Conditions that would entitle the Purchaser (as a consumer) to terminate the Contract; or
17.8.6 any other matter for which it would be illegal for the Supplier to exclude or attempt to exclude its liability.
18. PASSING OF RISK
18.1 Risk of damage to or loss of the Goods shall pass to the Purchaser in accordance with the relevant provision of Incoterms or where Incoterms do not for any reason apply:-
18.1.1 in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Purchaser that the Goods are available for collection; or
18.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Purchaser wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the
19. RETENTION OF PROPERTY RIGHTS
19.1 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Purchaser until the Supplier has received in
cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Supplier to the Purchaser for which payment is then due (“Other Goods”)
19.2 Until such time as the property in the Goods passes to the Purchaser the Purchaser shall hold the Goods as the Supplier’s fiduciary agent and bailee and shall keep the Goods separate from those of the Purchaser and third parties and
properly stored protected and insured and identified as the Supplier’s property. Until that time the Purchaser shall be entitled, subject to Condition 19.5, to resell or use the Goods in the ordinary course of its business (as principal
and not as agent of the Supplier) but shall account to the Supplier for the proceeds of the sale or otherwise of the Goods whether tangible or intangible including insurance proceeds (up to the aggregate amount due to the Supplier from
the Purchaser in respect of the Goods and Other Goods) and shall keep all such proceeds separate from any moneys or property of the Purchaser and third parties and in the case of tangible proceeds properly protected and insured
19.3 Until such time as the property in the Goods passes to the Purchaser (and provided the Goods are still in existence and have not been resold) the Supplier shall be entitled at any time to require the Purchaser to deliver up the
Goods to the Supplier and if the Purchaser fails to do so forthwith to enter upon any premises of the Purchaser or any third party where the Goods are stored or thought by the Supplier to be stored and repossess the Goods
19.4 The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier but if the Purchaser does so all moneys owing by the Purchaser to
the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable
19.5 The entitlement of the Purchaser to resell the Goods shall cease forthwith on any of the events set out in Condition 29.
19.6 If the Goods have been joined or connected in any way to other chattels in such a way that the Goods are nevertheless readily identifiable and removable the Supplier shall be entitled to remove and repossess the Goods pursuant to
Condition 19.3 regardless of the practical difficulty of so doing or the damage caused to such other chattels or any other property or assets in the course of taking all reasonable steps to effect such removal (whether such chattels,
property or assets belong to the Purchaser or to third parties) and the Purchaser waives any claim it may have against the Supplier for any damage caused to its chattels or other property as a result of taking such reasonable steps and
shall indemnify the Supplier in full against any claim made against the Supplier by any third party arising out of or in connection with such reasonable steps being taken by the Supplier
19.7 If the Purchaser incorporates the Goods with other equipment or products (“the New Goods”) in such a way that the Goods are not a readily identifiable and removable part of the New Goods the Purchaser shall store such New Goods
separately and shall notify the Supplier of the precise location and position thereof and the ownership of such New Goods and the property therein shall vest in the Supplier
19.8 Upon any sale of any Goods falling within the scope of the Condition 19.7 by the Supplier, then if the proceeds of sale exceed the price or the balance of the price of the Goods due to the Supplier from the Purchaser, the Supplier
shall apply the balance of the proceeds of sale as follows:
19.8.1 first, reimbursing the Supplier the cost and expense of the taking of possession and the sale of the New Goods and any damages which the Supplier has suffered as a result of any repudiation of the contract by the Purchaser;
19.8.2 secondly, paying any sums due and owing to other creditors of the Purchaser in respect of other items and materials used in connection with the manufacture of the New Goods where the property in such items and materials has
remained vested in such other creditors by reason of effective reservation of title clauses and the claims of such other creditors pursuant to such reservation of title clauses have been notified to the Supplier by the Purchaser or its
liquidator, administrator or receiver or by such other creditors.
20. WRITTEN COMMUNICATIONS
20.1 Applicable laws require that some of the information or communications sent to the Purchaser should be in writing. When using this site, the Purchaser accepts that communication with the Supplier will be mainly electronic. The
Supplier will contact the Purchaser by email or provide it with information by posing notices on the website. For
contractual purposes, the Purchaser agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that the Supplier provides to it electronically comply with any legal
requirement that such communications be in writing. This condition does not affect the Purchaser’s statutory rights.
21.1 If at any time any question, dispute or difference whatsoever shall arise between the Purchaser and the Supplier upon, in relation to, or in connection with the Contract, either party may give to the other notice in writing of the
existence of such question, dispute, or difference and the same shall be referred to the arbitration of a person mutually agreed upon, or failing agreement within 30 days of receipt of such notice, of some person appointed by the
President for the time being of the EEF (Engineering Employers Federation). Such arbitration shall take place in accordance with the provisions of the Arbitration Act 1996.
22 LEGAL CONSTRUCTION
22.1 Unless otherwise agreed in writing the Contract and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall in all respects be governed
by laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England and Wales.
23. STATUTORY AND OTHER REGULATIONS
23.1 If the cost to the Supplier of performing the Supplier’s obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of the Supplier’s quotation of any law or of any order,
regulation, or by-law having the force of law that shall effect the performance of the Supplier’s obligation under the contract, the amount of such increase or reduction shall be added to or deducted from the Contract price as the case
24.1 All notices given by the Purchaser to us must be given to Siddall and Hilton Products Limited at email@example.com. The Supplier may give notice to the Purchaser at either the email or postal address provided when placing an order, or
in any of the ways specified in condition 20 above.
Notice will be deemed received and properly served immediately when posted on the Supplier’s website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will
be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
25.1 If the Supplier fails at any time during the term of the Contract, to insist upon strict performance of any of the Purchaser’s obligations under the Contract or these Conditions, or if the Supplier fails to exercise any of the
rights or remedies to which it is entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve the Purchaser from compliance with such obligations.
25.2 A waiver by the Supplier of any default will not constitute a waiver of any subsequent default.
25.3 No waiver by the Suppliers of any of these Conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with condition 20 above.
26.1 If any of the provisions of these Conditions or the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the
remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
26.2 The Purchaser shall be subject to the policies and terms and conditions in force at the time that it orders Goods from the Supplier, unless any change to those policies or these terms and conditions is required to be made by law or
governmental authority (in which case it will apply to orders previously placed by the Purchaser), or if the Supplier notifies the Purchaser of the change to those policies or these terms and conditions before sending the Dispatch
Confirmation (in which case the Supplier has the right to assume that the Purchaser has accepted the change to the Conditions, unless it notifies the Supplier to the contrary within seven working days of receipt of the Goods by the
27. THIRD PARTY RIGHTS ACT
27.1 A person who is not a party to this agreement shall have no rights to enforce any terms of the agreement under the Contracts (Rights of Third Parties) Act 1999.
28.1 The Supplier may assign the benefit of the Contract to another party. The Purchaser may not assign or transfer any of its rights or obligations under the Contract or these Conditions without the Supplier’s prior written consent.
29. INSOLVENCY OF PURCHASER
29.1 This Condition applies if:
29.1.1 the Purchaser makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the
purposes of a bona-fide solvent amalgamation or reconstruction); or
29.1.2. an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Purchaser; or
29.1.3 the Purchaser ceases or threatens to cease to carry on business; or
29.1.4 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly
29.2 If this Condition applies then without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any
liability to the Purchaser and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
30. ENTIRE AGREEMENT
30.1 It is accepted by the Purchaser that these Conditions and any other documents expressly referred to in them (“Documents”) constitute the entire agreement and understanding of the parties in connection with the subject matter hereof
and supersede and extinguish all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreements between the parties relating to the subject matter hereof and all and any representations and
warranties previously given and/or made (other than those expressly set forth in any such Documents and any misrepresentation or breach of warranty which constitutes fraud).
30.2 In particular (but without prejudice to the general provisions of this clause) each party acknowledges to the other (to the extent that the other shall execute the Documents in reliance upon such acknowledgement) that it has not
been induced to enter into the Documents by nor relied upon any representation or warranty other than the representations and/or warranties expressly set forth in the Documents. This acknowledgement shall not apply to any
misrepresentations and/or breach of warranty that constitute fraud.
30.3 Without prejudice to the generality of the provisions of this clause each party hereby irrevocably and unconditionally waives any right it may have to claim damages or to rescind any Documents by reason of any misrepresentation
and/or warranty not set forth in the Documents. Nothing in this condition limits or excludes any liability for fraud.
31. FORCE MAJEURE
31.1 The Supplier shall not be liable to the Purchaser or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Supplier’s obligations in relation to the Goods if the delay or
failure was due to any cause beyond the Supplier’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Supplier’s reasonable control:
31.1.1 Act of God explosion flood tempest fire or accident;
31.1.2 war or threat of war sabotage insurrection civil disturbance or requisition;
31.1.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
31.1.4 import or export regulations or embargoes;
31.1.5 strikes lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
31.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
31.1.7 power failure or breakdown in machinery;
31.1.8 failure by the Purchaser to correctly store, protect, handle or otherwise deal with the Goods
32. ADDITIONAL EXPORT TERMS
32.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this condition 31 shall (subject to any special terms agreed in writing between the Purchaser and the Supplier) apply, notwithstanding any other
provisions of these Conditions.
32.2 The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any import duties and taxes on them. It is the
responsibility as the Purchaser to make its own enquiries with its local customs office in this regard. The Contract shall be subject to the procurement by the Purchaser at the Purchasers own expense of any import licence necessarily
required for the import of the Goods into the country to which the Goods are to be exported. The import licence number and expiry date shall be furnished at the time the order for the Goods is placed with the Supplier otherwise
manufacture of the goods will not be proceeded with. In the event of the import licence expiring before the Goods have been made available it shall be the responsibility of the Purchaser to obtain the renewal of such licence. The
Supplier shall not be liable for any expense or loss caused by delay in obtaining such licence or the renewal thereof or any breach by the Purchaser of any applicable laws and regulations of the country for which the Goods are destined.
32.3 The Supplier should be under no obligation to give the Purchaser the notice relating to insurance mentioned under Section
32(3) of the Sale of Goods Act 1979.
32.4 Unless otherwise expressly agreed in writing by the parties, Goods sold subject to CIP and CIF will be insured from the time the Goods leave the Supplier’s warehouse or place of storage at the commencement of transit and throughout
the ordinary course of transit until delivery to the destination set out in the Purchaser’s order or the expiry of 60 days after completion of discharge of the Goods from the vessel at the final port of discharge or on the expiry of 30
days after unloading the Goods insured from an aircraft at the final place of discharge, whichever shall first occur.
32.5 Insurance on Goods sold subject to CIP and CIF shall be effected by the Supplier on behalf of and in the name of the Purchaser and shall be for the CIP of CIF value of the Goods plus ten per cent (or such other percentage as may
have been agreed in writing between the parties) against all marine and marine war and other marine risks (or air, air war or other air risks where appropriate). All special risks involved in the carriage of the Goods shall be the
32.6 All costs arising from the insurance being effected on the Goods at the Purchaser’s request and being sold other than CIP and CIF shall be the Purchaser’s responsibility.
32.7 Where possible, the Purchaser shall be responsible for arranging the testing and inspection of the Goods at the Supplier’s premises before shipment. Subject to the agreed delivery conditions set out at condition 9, the Supplier
shall have no liability for any defect in the Goods which would be apparent on inspection and in respect of which notification is made after shipment, or in respect of any damage to the Goods whilst in transit beyond the port of shipment
(unless such loss or damage is proved to the Supplier’s satisfaction to be due to faulty packing where the Supplier is responsible under these conditions for packing.
32.8 Unless otherwise agreed between the parties, packing in accordance with the Suppliers standard export practice is included. This is designed to withstand conditions of normal shipment but the Supplier reserves the right to charge an
additional sum for packing in special circumstances.
32.9 The prices quoted are strictly net and unless otherwise agreed in writing payment of all amounts due to the Supplier shall be made by irrevocable letter of credit ordered by the Purchaser in favour of the Supplier and confirmed by a
bank in the
United Kingdom acceptable to the Supplier unless another payment method is agreed.
32.10 If the Supplier is unable by reason of the Purchaser’s instructions or lack of instructions to deliver Goods when ready, payment in full shall be due upon presentation of invoices and notification from the Supplier that the Goods
are ready for despatch.