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1. Interpretation
- In these Conditions:
‘Buyer’ means the person whose order for the Goods is accepted by Hubron.
‘Conditions’ means the standard terms and conditions of sale set out in this document
and (unless the context otherwise requires) includes any special terms and conditions
agreed in writing between the Buyer and Hubron;
‘Contract’ means the contract for the purchase and sale of the Goods;
‘Seller’ means the persons so described in the Order.
‘Goods’ means the goods (including any instalment of the goods) which Hubron is
to supply in accordance with these Conditions;
‘Hubron ’ means Hubron Speciality Limited (company no. 5138283).
- Any reference in these Conditions to any provision of a statute shall be construed
as a reference to that provision as amended, re-enacted or extended at the relevant
time.
- The headings in these Conditions are for convenience only and shall not affect their
interpretation.
2. Basis of the sale
- Hubron shall sell and the Buyer shall purchase the Goods in accordance with any
order of the Buyer which is accepted by Hubron, subject in either case to these
Conditions, which shall govern the Contract to the exclusion of any other terms
and conditions subject to which any such order is made or purported to be made by
the Buyer.
- No variation to these Conditions shall be binding unless agreed in writing between
the authorised representative of the Buyer and a director of Hubron.
- Hubron’s employees or agents are not authorised to make any representations concerning
the Goods or their storage, application or use unless confirmed by Hubron in writing.
In entering into the Contract the Buyer acknowledges that it does not rely on any
such representations which are not so confirmed, and Hubron shall not be liable
for any such advice or recommendation which is not so confirmed.
- Any typographical, clerical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other document or information
issued by Hubron shall be subject to correction without any liability on the part
of Hubron.
3. Orders and specifications
- No order submitted by the Buyer shall be deemed to be accepted by Hubron unless
and until confirmed in writing by Hubron’s authorised representative.
- The Buyer shall be responsible to Hubron for ensuring the accuracy of the terms
of any order (including any applicable specification) submitted by the Buyer, and
for giving Hubron any necessary information relating to the Goods within a sufficient
time to enable Hubron to perform the Contract in accordance with its terms.
- The quantity, quality and description of and any specification for the Goods shall
be those set out in Hubron’s order acknowledgement which shall be deemed to incorporate
all relevant product data sheets provided by Hubron. These product data sheets specify
the relevant tolerances and limits for the Goods. A certificate of analysis can
be forwarded to the Buyer if required.
- If the Goods are to be manufactured or any process is to be applied to the Goods
by Hubron in accordance with a specification submitted by the Buyer, the Buyer shall
indemnify Hubron against all loss, damages, costs and expenses awarded against or
incurred by Hubron in connection with or paid or agreed to be paid by Hubron in
settlement of any claim for infringement of any industrial or intellectual property
rights whatsoever of any other person which results from Hubron’s use of the Buyer’s
specification.
- Hubron reserves the right to make any changes in the specification of the Goods
which are required to conform with any applicable statutory or EC requirements or,
where the Goods are to be supplied to Hubron’s specification, which do not detrimentally
affect their quality or performance.
- No order which has been accepted by Hubron may be cancelled by the Buyer except
with the agreement in writing of Hubron and on terms that the Buyer shall indemnify
Hubron in full against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, charges and expenses incurred by
Hubron as a result of cancellation.
4. Price of the Goods
-
The price of the Goods shall be Hubron’s quoted price
or, where no price has been quoted (or a quoted price is no longer valid), the price
listed in Hubron’s published price list current at the date of acceptance of the
order. Where the Goods are supplied for export from the United Kingdom, Hubron’s
relevant published export price list shall apply. Unless otherwise specified in
writing by Hubron all prices quoted are valid for 30 days only or until earlier
acceptance by the Buyer, after which time they may be altered by Hubron without
giving notice to the Buyer.
-
Hubron reserves the right, by giving notice to
the Buyer at any time before delivery, to increase the price of the Goods to reflect
any increase in the cost to Hubron which is due to any factor beyond the control
of Hubron (such as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of labour, materials
or other costs of manufacture), any change in delivery dates, quantities or specifications
for the Goods which is requested by the Buyer, or any delay caused by any instructions
of the Buyer or failure of the Buyer to give Hubron adequate information or instructions.
- Unless otherwise agreed in writing between the Buyer and Hubron, all prices
are given by Hubron on an ex-works basis, and where Hubron agrees to deliver the
Goods otherwise than on an ex-works basis, the Buyer shall be liable to pay Hubron’s
charges for transport, any special packaging and insurance. Hubron shall be under
no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 where
applicable.
- The price is exclusive of any applicable value added tax, which
the Buyer shall be additionally liable to pay to Hubron.
5. Terms of payment
-
Subject to any special terms agreed in writing between the Buyer and Hubron, Hubron
shall be entitled to invoice the Buyer for the price of the
Goods:
5.1.1. on or
at any time after delivery of the Goods where the Goods are delivered on an ex-works
basis and the Buyer has been notified that the Goods are ready for collection; or
5.1.2. where Hubron agrees in writing to deliver the Goods otherwise than on an
ex-works basis or to arrange delivery, upon despatch of the Goods from Hubron’s
premises.
-
Unless otherwise agreed in writing the Buyer shall pay the price
of the Goods without any other deduction within 30 days of the date of Hubron’s
invoice, and Hubron shall be entitled to recover the price, notwithstanding that
delivery may not have taken place and the property in the Goods has not passed to
the Buyer. The time of payment of the price shall be of the essence of the Contract.
- If the Buyer fails to make any payment on the due date then, without prejudice
to any other right or remedy available to Hubron, Hubron shall be entitled to:
5.3.1.
cancel the contract or suspend any further deliveries to the Buyer;
5.3.2. appropriate
any payment made by the Buyer to such of the Goods (or the goods supplied under
any other contract between the Buyer and Hubron) as Hubron may think fit (notwithstanding
any purported appropriation by the Buyer); and
5.3.3. charge the Buyer interest
(both before and after any judgment) on the amount unpaid, at the rate of 4 per
cent per annum above National Westminster Bank plc’s base rate from time to time,
until payment in full is made (a part of a month being treated as a full month for
the purpose of calculating interest).
- Hubron reserves the right at any time
at its discretion to demand security for payment before commencing or continuing
with the Contract or delivering the Goods.
- Hubron reserves the right to exercise
a lien over all or any goods of the Buyer in the possession of Hubron whether or
not due payment has been made for such goods (or work carried out on them) in respect
of the unpaid price (together with VAT thereon where applicable) of any Goods or
any other monies owing to Hubron.
6. Delivery
-
Delivery of the Goods shall be
made by Hubron delivering the Goods to that place specified on the order acknowledgement
form or by the Buyer collecting the Goods at Hubron’s premises at any time after
Hubron has notified the Buyer that the Goods are ready for collection. The Buyer
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 duties on them.
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The Buyer shall be responsible for arranging for the
inspection of the Goods at Hubron’s premises before shipment. Hubron shall have
no liability for any claim in respect of any defect in the Goods which would be
apparent on inspection and which is made after shipment, or in respect of any damage
during transit.
- Any dates quoted for delivery of the Goods are approximate
only and Hubron shall not be liable for any delay in delivery of the Goods however
caused. Time for delivery shall not be of the essence of the Contract unless previously
agreed by Hubron in writing. The Goods may be delivered by Hubron in advance of
the quoted delivery date upon giving reasonable notice to the Buyer.
-
Where
delivery of the Goods is to be made by Hubron in bulk, Hubron reserves the right
to deliver up to 5 per cent more or 5 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.
- Where the Goods are to be delivered in instalments,
each delivery shall constitute a separate contract and failure by Hubron to deliver
any one or more of the instalments in accordance with these Conditions or any claim
by the Buyer in respect of any one or more instalments shall not entitle the Buyer
to treat the Contract as a whole as repudiated.
7. Risk and property
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Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1. in the case of Goods
to be collected from Hubron’s premises, at the time when Hubron notifies the Buyer
that the Goods are available for collection; or
7.1.2. in the case of Goods to be
delivered otherwise than at Hubron’s premises, at the time of delivery or, if the
Buyer wrongfully fails to take delivery of the Goods, the time when Hubron has tendered
delivery of the Goods.
- 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 Buyer until Hubron has received in cash or cleared funds payment
in full of the price of the Goods and all other goods sold and/or agreed to be sold
by Hubron to the Buyer for which payment is then due.
- Until such time as the
property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Hubron’s
fiduciary agent and bailee, and shall keep the Goods separate from those of the
Buyer and third parties and properly stored, protected and insured and identified
as Hubron’s property, but shall be entitled to [resell or] use the Goods in the
ordinary course of its business.
- Until such time as the property in the Goods
passes to the Buyer Hubron shall be entitled at any time to require the Buyer to
deliver up the Goods to Hubron and, if the Buyer fails to do so forthwith, to enter
upon any premises of the Buyer or any third party where the Goods are stored and
repossess the Goods.
- The Buyer 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 Hubron, but if the Buyer does so all monies owing by the Buyer to Hubron
shall (without prejudice to any other right or remedy of Hubron) forthwith become
due and payable.
8. Warranties and liability
-
Subject to the conditions set
out below Hubron warrants that the Goods will correspond with their specification
at the time of delivery.
-
The above warranty is given by Hubron subject to the
following conditions:
8.2.1. Hubron shall be under no liability in respect of any
defect in the Goods arising from any drawing, design, formulation or specification
supplied by the Buyer;
8.2.2. Hubron shall be under no liability in respect of any
defect arising from wilful damage, negligence, abnormal working conditions, failure
to follow Hubron’s instructions (whether oral or in writing), misuse or alteration
or repair of the Goods without Hubron’s approval including the use of reworked materials
in the Buyer’s manufacturing process;
8.2.3. Hubron shall be under no liability
under the above warranty (or any other warranty, condition or guarantee) if the
total price for the Goods has not been paid by the due date for payment;
8.2.4.
the above warranty does not extend to materials not manufactured by Hubron, in respect
of which the Buyer shall only be entitled to the benefit of any such warranty or
guarantee as is given by the manufacturer to Hubron.
-
Subject as expressly provided
in these Conditions all warranties, conditions or other terms implied by statute
or common law are excluded to the fullest extent permitted by law.
-
Any claim
by the Buyer which is based on any defect in the quality or condition of the Goods
shall (whether or not delivery is refused by the Buyer) be notified to Hubron within
14 days from the date of delivery or where such defect was not apparent on reasonable
inspection or in the event of any failure of the Goods to correspond with specification
within 14 days after discovery of the defect or failure. If delivery is not refused,
and the Buyer does not notify Hubron accordingly, the Buyer shall not be entitled
to reject the Goods and Hubron shall have no liability for such defect or failure,
and the Buyer shall be bound to pay the price as if the Goods had been delivered
in accordance with the Contract.
-
Where any valid claim in respect of any of
the Goods which is based on any defect in the quality or condition of the Goods
or their failure to meet specification is notified to Hubron in accordance with
these Conditions, Hubron shall be entitled to replace the Goods free of charge or,
at Hubron’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate
part of the price), but Hubron shall have no further liability to the Buyer.
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Except in respect of death or personal injury caused by Hubron’s negligence, Hubron
shall not be liable to the Buyer by reason of any representation (unless fraudulent),
or any implied warranty, condition or other term, or any duty at common law, or
under the express terms of the Contract, for any indirect, special or consequential
loss or damage (whether for loss of profit or otherwise), costs, expenses or other
claims for compensation whatsoever (whether caused by the negligence of Hubron,
its employees or agents or otherwise) which arise out of or in connection with the
supply of the Goods or their use or resale by the Buyer, and the entire liability
of Hubron under or in connection with the Contract shall not exceed the price of
the Goods, except as expressly provided in these Conditions.
-
Hubron shall not
be liable to the Buyer or be deemed to be in breach of the Contract by reason of
any delay in performing, or any failure to perform, any of Hubron’s obligations
in relation to the Goods, if the delay or failure was due to any cause beyond Hubron’s
reasonable control. Without prejudice to the generality of the foregoing, strikes,
lock-outs or other industrial actions or trade disputes (whether involving employees
of Hubron or of a third party) and difficulties in obtaining raw materials, labour,
fuel, parts or machinery shall be regarded as causes beyond Hubron’s reasonable
control.
9. Insolvency of Buyer
-
This clause applies if:
9.1.1. the Buyer makes
any voluntary arrangement with its creditors or (being an individual or firm) becomes
bankrupt or (being a company) becomes subject to an administration order or goes
into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
or
9.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of
the property or assets of the Buyer; or
9.1.3. the Buyer ceases, or threatens to
cease, to carry on business; or
9.1.4. Hubron reasonably apprehends that any of
the events mentioned above is about to occur in relation to the Buyer and notifies
the Buyer accordingly.
- If this clause applies then, without prejudice to any
other right or remedy available to Hubron, Hubron shall be entitled to cancel the
Contract or suspend any further deliveries under the Contract without any liability
to the Buyer, 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.
10. Export terms
-
In these Conditions ‘Incoterms’ means the
international rules for the interpretation of trade terms of 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 in 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.
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Where the Goods are supplied for export from the
United Kingdom, the provisions of this clause 10 shall (subject to any special terms
agreed in writing between the Buyer and Hubron) apply notwithstanding any other
provision of these Conditions.
11. General
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Any notice required or permitted
to be given by either party to the other under these Conditions shall be in writing
addressed to that other party at its registered office or principal place of business
or such other address as may at the relevant time have been notified pursuant to
this provision to the party giving the notice.
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No waiver by Hubron of any
breach of the Contract by the Buyer shall be considered as a waiver of any subsequent
breach of the same or any other provision.
- 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.
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