- In these terms and conditions (“Conditions”) the following words and expressions shall have the following meanings;
Hunters of Helmsley, trading as Hunters of Helmsley, whose registered office is 13 Market Place, Helmsley, North Yorkshire YO62 5BL.
The contract between the Company and the Customer for the sale and purchase of the Goods, incorporating these Conditions.
The person, firm, company or organisation who purchases the Goods from the Company.
The goods to be supplied to the Customer by the Company under the terms of the Contract.
The order placed by the Customer with the Company for purchase of the Goods.
- “Order Acknowledgement
The written acknowledgement (electronic or otherwise) of the Order sent to the Customer by the Company upon acceptance of the Order by the Company.
- General terms and conditions are;
- Subject to any variation under Condition 2c the Contract will be on these Conditions to the exclusion of all other terms and conditions.
- No terms or conditions endorsed upon, delivered with or contained in the Customer’s written Order, confirmation of Order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
- These Conditions apply to all the Company’s sales and any variation to these Conditions and representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.
- The Company is prepared to receive the Order by telephone but will be under no liability whatsoever for any error or omission claimed by the Customer to have arisen in relation to a telephone Order.
- Each Order shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.
- No Order shall be deemed to be accepted by the Company until an Order Acknowledgement is issued by the Company or (if earlier) the Company delivers the Goods to the Customer. Orders are accepted by the Company subject to availability of products and supplies from the Company’s suppliers required to fulfil the Contract.
- The Customer must ensure that the terms of its Order and any applicable specification are complete and accurate, and the Customer is responsible for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
- Any quotation is given on the basis that no contract will come into existence until the Company despatches an Order Acknowledgement to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
- The Contract (and/or any Goods or instalments of Goods comprised in the Contract) may only be cancelled by the Customer with the Company’s prior written consent and upon cancellation the Company shall be entitled to invoice the Customer for all work carried out to date by the Company under the Contract including any costs and expenses incidental to that work.
- To ensure that any advice or recommendations required by the Customer is given by an appropriate representative of the Company, the Customer acknowledges that any advice or recommendations given by the Company, its employees or agents to the Customer or its employees or agents as to the storage application or use of the Goods, which is not confirmed in writing by the Company, is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any adverse results of any such advice or recommendation which has not been so confirmed in writing.
- Description of goods;
- The description of the Goods shall be as set out in the Company’s quotation and any specification or drawings issued by the Company to the Customer (subject to Condition 3b below).
- All advertising issued by the Company and any descriptions or illustrations contained in any catalogue, brochure, or leaflet issued by the Company are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
- Any samples given by the Company correspond with the Goods as far as is reasonably possible given the nature of the Goods but this is not a sale by sample and the samples are not to be treated as forming part of the Contract.
- The Company 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 the Company’s specification, which do not materially affect their quality or performance.
- Price information is as follows;
- The price payable for the Goods shall be the price specified in the Order Acknowledgement, or (if no price is specified or no Order Acknowledgement is submitted to the Customer) the price for the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of delivery or deemed delivery (“the Price”).
- The Price shall be exclusive of VAT and any other similar taxes which the Customer shall be additionally liable to pay to the Company.
- Except as set out in these Conditions or otherwise agreed between the Customer and the Company, all prices given by the Company are inclusive of all transport, packaging and insurance costs and charges associated with delivery of the Goods to the Customer. The Price of the Goods shall however be exclusive of all costs and charges of transporting the Goods to the Customer’s premises, unloading, packaging and insurance in respect of deliveries outside mainland Great Britain (i.e. outside England, Scotland or Wales. In such cases all transport, unloading, packaging and insurance costs and charges shall be paid by the Customer in addition to the Price of the Goods when it is due to pay the Price.
- The Company may at any time upon reasonable advance notice to the Customer increase the Price by an amount equal to the increase in the Company’s cost in carrying out its obligations under the Contract which is due to any factor beyond the control of the Company (including but not limited to any significant increase in raw material, labour or energy costs or other costs of manufacture, any foreign exchange fluctuation, currency regulation or alteration of duties) and a proportionate increase in Price required to preserve the Company’s profit margin.
- The Customer agrees to;
- Indemnify the Company on demand against any loss or extra cost incurred by the Company through the Customer’s instructions or lack or instructions or through any act or default on the part of the Customer its servants or employees.
- Unless otherwise stated;
- Unless otherwise stated in the Order Acknowledgement, the Company shall be entitled to invoice the Customer for the Price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the Price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
- Unless otherwise stated in the Order Acknowledgement or otherwise agreed in writing with the Company, the Customer shall pay the Price on or before the date 60 days after the date of the Company’s invoice PROVIDED ALWAYS that payment shall become due on demand in any event forthwith upon the occurrence of any of the events referred to in Condition 9.7. The Company shall be entitled to recover the Price notwithstanding that delivery may not have taken place and/or the property in the Goods has not passed to the Customer.
- If upon the terms of the Contract monies due shall be payable by instalments, a default by the Customer of the payment of any instalment due shall cause the whole of the balance of the sums due to become due forthwith.
- The sums due to the Company under the Contract shall be due in full to the Company in accordance with the terms of the Contract and the Customer shall not be entitled to make any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
- The time of payment of the Price (and any other sums due from the Customer to the Company pursuant to the Contract or these Conditions) shall be of the essence of the Contract.
- If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
- Cancel the Contract or suspend any further deliveries to the Customer,
- appropriate any payment made by the Customer to such of the Goods (or any goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
- The Company reserves the right to claim and charge the Customer interest (and reasonable compensation for debt recovery costs) under the terms of The Late Payment of Commercial Debts (Interest) Act 1998 and any enactment, order, regulation or other statutory instrument made thereunder.
- The Company shall be entitled to withhold an amount equal to any amount due from the Customer to the Company from any amount due from the Company to the Customer on any account whatsoever and any term of any contract between the Customer and the Company that is inconsistent with this Condition shall be deemed to have been amended accordingly.
- No payment shall be deemed to have been received until the Company has received cleared funds.
- Notwithstanding any other provisions in these Conditions, the Customer shall be entitled to open a trading/credit account with the Company only with the prior agreement of the Company, which agreement shall include the Company making appropriate enquiries and being satisfied as to the Customer’s creditworthiness.
DELIVERY OF GOODS
- Unless stated elsewhere;
- Unless specifically agreed in writing between the parties, delivery of the Goods shall take place by the Company (or its agents) delivering the Goods (by a method of transport the Company thinks suitable) to the address of the Customer specified in the Order Acknowledgement (or such other place agreed in writing by the parties).
- The date (or dates) for delivery of the Goods shall be the relevant date (or dates) specified in the Order Confirmation or (if no Order Confirmation is used, or no date(s) are specified therein) the delivery date (or dates) shall be as otherwise specified by the Company in writing. If no dates are so specified, delivery will be within a reasonable time.
- Where delivery is to be made by the Company or its agents, the Customer will provide safe and proper means of access to the Customer’s delivery points and for any vehicles used by the Company or its agents. Except where it is expressly agreed in writing by the Company prior to delivery that the Company shall unload the Goods from the vehicle, the Customer shall be responsible for unloading the Goods from the vehicle, and shall provide all necessary personnel, equipment, means or facilities for the reception and unloading of the Goods (including where reasonably needed the attendance of the Customer’s representatives at such delivery). If the Customer does not comply with any of its obligations under this Condition 7c, the Company shall be entitled to withhold delivery and/or to charge the Customer for any additional costs and time thereby incurred by the Company.
- The Company shall use reasonable efforts to meet delivery dates, but (subject to Condition 7e) dates for delivery are estimates only and delivery is subject to performance by the Company’s own suppliers and (where appropriate) haulage contractors. Time for delivery shall not be made of the essence by notice from the Customer or any other party. Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 30 days. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
- The Company may upon request from the Customer (in its absolute discretion, and subject to such additional terms and conditions, including an appropriate additional charge, as the Company may specify) provide a guarantee of delivery or completion of the Customer’s Goods to the Customer within a time or period specified in such guarantee. Any such guarantee shall only be valid if it is given in writing signed by a director of the Company and expressly states that delivery or completion (as the case may be) is guaranteed. Any such guarantee of delivery or completion shall in all cases be subject to these Conditions.
- If the Customer refuses or fails to take delivery of the Goods within the Customer’s normal working hours on the date of delivery, or if the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
- risk in the Goods will pass to the Customer (including for loss or damage caused by the Company’s negligence);
- the Goods will be deemed to have been delivered; and
- the Company may store the Goods and the Customer shall in addition to the Price payable under Condition 7 pay all related costs and expenses (including without limitation the costs for storage and insurance and any additional delivery costs incurred by the Company).
- Where the Goods are handed to a carrier for carriage to the Customer any such carrier shall be deemed to be an agent of the Company and not the Customer for the purposes of Sections 44, 45 and 46 of the Sale of Goods Act 1979.
- Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company.
RETURN OF GOODS
- Without prejudice to the provisions of Condition 10 below, Goods supplied in accordance with the Contract cannot be returned without the Company’s prior written authorisation. Duly authorised returns shall be sent to only such address as the Company shall notify to the Customer and only at the Customer’s expense.
- Customers are advised that refunds and credit notes will only be given where proof of purchase (receipt, credit card statement, etc) is provided within 30 days. To qualify for a refund or replacement, products need to be complete with all components and original packaging.
- Unwanted Food or Drink Products: Once supply conditions are broken, there are a number of factors outside of our control that can affect the quality of a product. Therefore perishable goods such as food and drink cannot be returned.
PASSING OF TITLE TO AND RISK IN GOODS
- Issues relating to Risk;
- Risk of damage to or loss of the Goods shall pass to the Customer:
- in the case of Goods to be delivered by the Company, at the time of delivery; or
- in the case of Goods to be collected from the Company’s premises, at the time when the Company notified the Customer that the Goods are available for collection; or
- if the Customer wrongfully refuses or fails to take delivery of the Goods or in any of the other circumstances described in Condition 8.6, at the time when the Company has tendered delivery of the Goods (or, if appropriate, when the Goods would have been delivered but for the default of the Customer).
- 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 Customer (and the Company therefore retains title to and continues to own the Goods) until the Company has received payment in full for all sums due under this Contract and all other sums which are or which become due to the Company from the Customer on any account.
- Until such time as title to the Goods has passed to the Customer pursuant to Condition 10.2 the Goods shall be stored separately from any goods belonging to the Customer or any third party (at no cost to the Company), shall be kept clearly marked as being the Company’s property and the Customer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
- Until title to the Goods has passed to the Customer, the Customer shall be entitled to sell or use Goods in the ordinary course of its business (which in the case of a sale must be at the full market value of the Goods) and any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
- The Customer shall insure the Goods (with the name of the Company noted on the policy until title passes pursuant to Condition 10.2 or until the Company retakes possession of them) from the time that risk passes and shall produce the policy to the Company for inspection on request. Until title to the Goods passes to the Customer as aforesaid, the Customer must hold any proceeds of such insurance on trust for the Company and not mix them with any other money, nor pay such proceeds into an overdrawn bank account. If the Customer fails to insure the Goods, the Company may do so and recover the cost from the Customer.
- Save as expressly provided in this Condition 10 the Customer shall not assign, lease, pledge, charge or grant rights to third parties over the Goods in any way until they have been paid for in full by the Customer, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
- If the Customer does not pay the Company in full when due, compounds with its creditors, executes an assignment for the benefit of its creditors, has a bankruptcy order made against him or, being a company, enters into voluntary or compulsory liquidation or has an administrator or administrative receiver or receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent or if the Company has reasonable cause to believe that any of these events is likely to occur, the Customer’s right to possession of the Goods shall terminate immediately, and the Company shall have the right, without prejudice to any other remedies;
- to enter without prior notice any premises where Goods owned by it may be and to repossess and dispose of any Goods owned by it so as to discharge any sums owed to it by the Customer under the Contract or any other contract;
- to require the Customer not to resell or part with possession of any Goods owned by the Company until the Customer has paid in full sums owed by it to the Company under the Contract or any other contract; and
- to withhold delivery of any undelivered Goods.
- Unless the Company expressly elects otherwise, any contract between it and the Customer for the supply of Goods shall remain in existence notwithstanding any exercise by the Company of its rights under this Condition.
- The Customer hereby irrevocably licences the Company, its agents and employees to enter any premises occupied by the Customer where the Company reasonably believes Goods owned by it are stored at any time to inspect them, or, where the Customer’s right to possession has terminated, to remove such Goods.
- Until such time as property in the Goods passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver the Goods to the Company and the Customer shall comply with any such request as soon as practicable thereafter.
LIMITATION OF LIABILITY
- With regard to liability;
- The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- any breach of these Conditions; and
- any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
- With regard to non-delivery;
- The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
- The Company shall not be liable for any non-delivery of Goods or shortages or discrepancies in the quantity of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 7 days of the date when the relevant Goods would in the ordinary course of events have been received.
- Any liability of the Company for non-delivery of Goods or shortages or discrepancies in the quantity of any Goods shall be limited to replacing any relevant Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
- In matters of communication;
- All communications between the parties about this Contract can be in writing, delivered by hand, sent by pre-paid first class post or by electronic mail:
- (in case of communications to the Company) to its registered office specified in Condition 1a above, or to such changed address as shall be notified to the Customer by the Company from time to time; or
- (in the case of the communications to the Customer) to the registered office of the Customer (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Customer from time to time.
- Communications shall be deemed to have been received:
- if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
- if delivery by hand, on the day of delivery;
- if sent by electronic mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
- The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, blockades, strikes or other labour disputes (whether or not relating to either party’s workforce), any restriction imposed by any local, municipal or government authority (including UK or other Customs authorities), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable stocks of Goods PROVIDED THAT if the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
- Further to the above;
- Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
- If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provisions shall continue in full force and effect.
- Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
- Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
- There are no current export restrictions relating to the Company of which the Company is aware.
- The Contract shall in all respects by governed by English Law and shall be deemed to have been made in England and the Customer and the Company agree to submit to the exclusive jurisdiction of the English Courts.