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Any contract made with Haag-Streit UK Limited (hereinafter called the Company) for the supply of goods, or the rendering of any services shall include the following Standard Conditions and no exclusion, variation or addition shall be valid unless expressly agreed to in writing by the Company.
No order shall become binding on the Company until it has been expressly accepted by the Company in writing. No alteration to this contract or any of these conditions shall be binding on the Company unless agreed in writing.
Reference numbers shown in catalogues, or price lists, should be quoted to avoid misunderstanding. The voltage and current, whether A.C. or D.C. must be stated when an electrical supply is necessary. Whilst every effort is made to ensure accuracy of statements and illustrations contained in catalogues and price lists, such statements are statements of opinion only and not statements of fact.
Unless otherwise specified in the quotation all prices quoted are “net ex works” and are based on current labour and material costs. The customer is therefore liable to pay all charges for transport, packaging and insurance. In the event of any increase in cost of materials, rates of wages, statutory levies or rates of exchange between the date of quotation and the date of despatch, the Company shall be entitled to charge prices in force at the date of despatch without notice. Prices exclude Value Added Tax, which will be applied at the current rate to supplies for United Kingdom destinations.
The Company will use its best endeavours to comply with the delivery dates specified in the quotation but shall not be liable for any loss or damage suffered by the Purchaser because of failure from any cause whatsoever to deliver by the due date. Time for delivery shall not be of the essence and any failure to deliver by the due date shall not give the Purchaser the right to rescind the contract. Where circumstances beyond the reasonable control of the Company cause delivery to be impossible or impractical as envisaged by the Contract, the Company will accept no liability for loss or damage resulting.
Unless otherwise stated, goods will be despatched carriage paid and insured in transit. The cost of carriage, packing and insurance will be charged to the purchaser. Claims for shortages, or damage in transit, will be considered only if the carrier and the Company are advised in writing within three days of receipt of consignment, retaining the goods and packaging materials for inspection. Claims for loss in transit should be made in writing within twenty-one days from advised date of despatch.
The property in the goods sold shall remain with the Company until the Purchaser pays for them (cash or cleared funds) in full and the Purchaser shall have possession of them until payment as the Company’s fiduciary agent and bailee only and shall keep the goods identified as the Company’s property.
Risk in the goods sold shall pass to the Purchaser on delivery notwithstanding that ownership will not pass until payment is made in full. The Customer grants an irrevocable licence to the Company and its agents to enter on to the Customer’s premises with vehicles if necessary for the purpose of taking possession of the Company’s property. In the event of any resale by the Customer to a third party of the Company’s goods, the beneficial entitlement of the Company shall attach to any claim against the Customer’s purchaser and to any proceeds of that sale and the Customer shall have a fiduciary duty to account to the Company for the claim and the proceeds. Where proceeds of such a sale are received by the Customer, the Customer shall keep them in a separate account as agent for the Company until the amount due to the Company is paid.
Goods may be returned only by prior written consent from the Company. They must be sent carriage paid and insured In transit. If returned from overseas they should be sent by air/surface post and NOT by freight, unless size and weight make it absolutely necessary. All charges and clearance on importation will be for the consignor’s account. The Company reserves the right to charge a reasonable handling charge where this is justified.
Orders cannot be cancelled or deliveries postponed except with the consent of the Company and on terms which will indemnify the Company against all loss.
United Kingdom – Settlement to be received within 30 days from date of invoice. Overseas – For clients with an account with us – Settlement to be received by the end of the month following month of invoice. For clients who have no account with us, payment to be made by Letter of Credit (see below), Sight Draft or payment prior to despatch.
If payment is not received by the due date the Company will be entitled to charge interest on the amount due from that date until the date of payment in full (whether before or after judgement) at 4% over Barclays Bank Base Rate in force for the time being.
Letters of Credit:
Where special tools are required to produce goods as to the Purchaser’s own specifications, any charges made in respect of such tools represent part costs only and all special equipment, tools and dies shall remain the property of the Company.
If any contract or any part of it shall be frustrated and be impossible of performance, then the Company shall nonetheless be entitled to a fair proportion of the contract price based upon the work done on the contract up to the date of frustration, provided that an allowance shall be made to the Purchaser for the net proceeds of sale of any goods manufactured by the Company under the contract which are in a saleable state at the date of frustration and are in fact sold within two months of that date.
If the goods to be supplied under any contract are to be in accordance with design instructions or specifications supplied by the Purchaser and compliance with such instructions or specifications involves the breach of any Patent right, Registered Design or Trade Mark, then the Purchaser agrees to indemnify the Company against all costs, claims, actions, demands, damages or penalties to which the Company may become liable in respect of any such breach.
The Company shall be entitled to sub-contract any part of the contract.
Unless otherwise stated by the Company, under normal conditions of use, products supplied do not include any hazardous substances as defined by EH40 issued by The Health and Safety Executive.
The Purchaser shall not be entitled to the benefit of any set-off to which he might be otherwise entitled in law or in equity. All sums payable under this contract will be payable without any deduction and the Company shall be entitled in the event of non-payment to obtain and enforce judgement thereon without any stay of execution pending the determination of any cross claim by the Purchaser.
Any contract shall be deemed to be made in England and all questions arising out of such contract shall be governed and decided in accordance with English law.
The Company reserves the right to refer any dispute under this contract to arbitration in accordance with the Arbitration Acts 1950 and 1959 with any statutory modifications thereof for the time being in force and the arbitrator shall be appointed by agreement between the parties or in default of agreement, by the Company.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.