These standard terms will be deemed incorporated into any contract
for the sale and purchase of goods sold by HHB unless and to the extent
that they may be varied by an authorised employee of HHB.
1 INTERPRETATION
1.1 In these Conditions "Conditions" means the standard
terms and conditions set out in this document and (unless the context
otherwise requires) includes the particulars of any sale as set out
in a delivery note issued by HHB to the Customer and any special
terms and conditions otherwise agreed in writing by an authorised
employee of HHB. "Customer" means the person who accepts
a quotation made by HHB for the sale of Goods or whose order for
Goods is accepted by HHB. "HHB" means HHB Communications
Limited (company registration number 2316543 registered in England)
whose registered office is at 73-75 Scrubs Lane London NWI0 6QU. "Contract" means
the contract for the sale and purchase of Goods. "Writing" includes
telex, cable, facsimile transmission or other comparable media acceptable
in a Court of Law in England.
1.2 Any reference in these Conditions to any provision of any statute shall
be construed as a reference to that provision as amended re-enacted or extended
at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not
affect their meaning or interpretation.
1.4 Any reference in these Conditions to an authorised employee of HHB shall
mean any director of HHB.
1.5 If a Customer comprises more than one person the liability of such persons
shall be joint and several.
1.6 Any typographical clerical or other error or omission in any sales literature
quotation price list acceptance or offer invoice delivery note or other document
issued by HHB shall be subject to correction without any liability on the
part of HHB.
2 FORMATION OF CONTRACT
2.1 All Contracts entered into by HHB shall be deemed to incorporate
these Conditions to the exclusion of any other terms and conditions
whether appearing in any document or other communication used by
the Customer in concluding any contract with HHB or otherwise.
2.2 All Contracts are personal to the Customer specified on HHB's delivery
note and may not be assigned provided that HHB shall in its discretion be
entitled to assign or otherwise deal with the whole or any part of the liabilities
of the Customer to HHB as HHB shall deem fit.
2.3 If the identity of the Customer shall be wrongly specified or misrepresented
to HHB on any order accepted by HHB the individual specifying the Customer
shall be liable personally to HHB as if the Customer.
2.4 No variation to these Conditions shall be binding on HHB unless agreed
in writing by an authorised employee of HHB.
2.5 HHB's employees or agents are not authorised to make any representations
concerning Goods unless confirmed by an authorised employee of HHB in writing.
In entering into the Contract the Customer acknowledges that it does not
rely upon and waives any claim for breach of any such representations which
are not so confirmed.
2.6 Any advice or recommendation given by HHB or its employees or agents
to the Customer or its employees or agents as to the storage application
or use of Goods which is not confirmed in writing by an authorised employee
of HHB is followed or acted upon at the Customers entire risk and expense
and HHB shall not be liable for any such advice or recommendation not so
confirmed.
3 QUOTATIONS
No quotation of HHB shall constitute an offer and all quotations
shall lapse after 30 days but may be withdrawn by notice at any time.
4 PRICES
4.1 Prices quoted are, unless otherwise stated, ex-works exclusive
of VAT carriage freight and insurance.
4.2 VAT will be charged at the rate appropriate at the date of the invoice.
4.3 Where a price is quoted in a currency other than £ sterling the
invoice price unless otherwise agreed by an authorised employee of HHB in
writing will be calculated in £ sterling by reference to the mid-market
rate offered by HHB's bankers at the date of invoice.
4.4 Unless otherwise agreed by an authorised employee of HHB in writing prices
for Goods shall be as published by HHB from time to time subject to alteration
upon HHB notifying the Customer at any time before invoice whereupon the
Customer shall be entitled to cancel the Contract without liability in writing
to HHB within three days of receipt of such notice.
4.5 Where carriage freight or insurance is arranged by HHB it will be at
the cost of the Customer. Any such insurance shall exclude losses owing to
terrorism.
5 PAYMENT
5.1 Payment for Goods shall be made by the Customer upon receipt
of invoice or otherwise in accordance with the terms stipulated on
invoice or agreed with an authorised employee of HHB.
5.2 The Customer shall not be entitled to withhold payment in whole or in
part in respect of any claim it may have against HHB under or arising from
any other Contract.
5.3 Interest at the rate of 2 per cent per month compounded monthly shall
be payable by any Customer on sums not paid to HHB when due from the due
date until receipt of payment inclusive of such interest in full by HHB.
5.4 Time shall be of the essence of payment.
5.5 Should payment of any sums due to HHB not be paid when due HHB may in
its discretion without prejudice to any other right or remedy available to
it suspend or cancel any further deliveries to the Customer whether under
the particular Contract or otherwise and in the case of suspension until
payment of all outstanding amounts has been received by HHB.
5.6 If the Customer fails for any reason to pay any sum owing to HHB when
due HHB (without prejudice to any other remedy available to HHB) may at any
time thereafter without notice cancel the Contract in writing and shall thereafter
resell the Goods at such price as HHB shall consider reasonable. The Customer
shall indemnify and keep indemnified HHB against the difference between the
invoice price to the Customer and the resale price together with all costs
(including without limitation any professional costs) expenses and storage
charges incurred pending or upon such resale. Method of payment shall be
at the discretion of HHB.
6 DELIVERY AND PACKING
6.1 Unless otherwise agreed in writing by an authorised employee
of HHB delivery of Goods shall be ex HHB's principal premises or
at HHB's discretion from manufacturers or other premises in the United
Kingdom.
6.2 If HHB agrees to arrange delivery pursuant to any Contract delivery shall
be at the risk and expense of the Customer and if made by a third party carrier
shall be subject to the third party's standard terms and conditions whether
or not the Customer shall have prior notice of the same.
6.3 No liability shall attach to HHB for failure to deliver at any stated
time or on any stated date nor shall HHB have any liability for any delivery
made to the stated address when unattended or attended by a person or persons
other than the Customer.
6.4 Where delivery is to be arranged by HHB the right is reserved to deliver
Goods in more than one consignment and without prior notice.
6.5 HHB shall not be obliged to comply with any of the Customers packing
instructions or requests. The specification for packing shall be in HHB's
entire discretion in such materials and in such quantities as HHB shall think
fit.
7 RISK
From the time of despatch or collection from HHB's premises (or
from manufacturers or other premises in the United Kingdom) Goods
shall be at the entire risk and expense of the Customer.
8 PROPERTY IN GOODS
8.1 Notwithstanding delivery or the passing of risk or any other
provisions of these Conditions or other provisions which may be implied
in these Conditions the property in Goods shall not pass to the Customer
until HHB has received payment in full of all sums which may then
be due or owing by the Customer to HHB whether under the particular
Contract relating to Goods or any other Contract. For the purposes
of this clause 8 payment is made to HHB in the case of cash when
released to HHB's control to the exclusion of the Customer and in
the case of payment by any other method when money is irrevocably
credited to HHB's bank account and all claims in respect of such
money by or through the Customer are excluded.
8.2 Until the property in Goods passes to the Customer the Customer shall
hold Goods as HHB's fiduciary agent and bailee and shall keep Goods separate
from those of the Customer or any other person properly stored identified
as belonging to HHB protected and insured. Until property so passes the Customer
shall be entitled to sell or reuse Goods in the ordinary course of its business
but shall hold the proceeds (tangible and intangible) of any resale reuse
or of any insurance claim upon trust for HHB and shall account to HHB for
the same and shall keep all such proceeds separate from its own monies or
property and in the case of tangible proceeds stored protected and insured.
8.3 Until the property in Goods passes to the Customer (and provided Goods
are still in existence and have not been resold} HHB shall be entitled to
require the Customer to deliver up Goods to HHB upon demand and if the Customer
fails to do so HHB is authorised by the Customer to enter onto any premises
of the Customer or any third party where Goods are stored and repossess Goods.
8.4 The Customer shall not be entitled to pledge or in any way charge by
way of security or otherwise Goods which remain the property of HHB but if
the Customer purports to do so Goods shall be returned immediately to HHB.
8.5 The customer's right to possession of Goods which remain the property
of HHB shall forthwith terminate if the Customer being an individual commits
an available act of bankruptcy or being a company does anything or fails
to do anything which would entitle a receiver liquidator or administrative
receiver to take possession of any assets of the Customer or which would
entitle any person to petition to wind up the Customer.
8.6 If the Customer has not received the proceeds of any sale of Goods admixed
with others the property in which has not passed to the Customer within seven
days the Customer will if called upon by HHB so to do assign to HHB all rights
against the person or persons to whom the Customer has supplied Goods and
shall indemnify and keep indemnified HHB against all costs and expenses incurred
by HHB in enforcing such rights in such manner as HHB shall deem fit.
9 ACCEPTANCE
The Customer shall inspect Goods within three days of collection
of Goods or of delivery if arranged by HHB and shall within such
period notify HHB of any defects or shortages in writing. If the
Customer fails to give such notice Goods shall be deemed for all
purposes to be in accordance with this Contract and the Customer
shall be bound to pay for the same in full.
10 WARRANTY
10.1 Subject to the succeeding provisions of this clause 10 HHB
warrants that Goods will correspond with their specification upon
delivery and will be free from defects in material and workmanship
for such period and subject to such conditions as are specified by
the manufacturer of Goods whether in documents accompanying Goods
or otherwise.
10.2 The above warranty is given by HHB subject to the following conditions:-
10.2.1 HHB shall have no liability in respect of any defects in Goods arising
from any drawing specification or design supplied by the Customer.
10.2.2 HHB shall have no liability for fitness or suitability for purpose.
10.2.3 HHB shall have no liability in respect of any defect arising from
fair wear and tear wilful damage negligence abnormal working conditions excessive
use failure to follow manufacturer's instructions misuse alteration or repair
without the manufacturer's approval.
10.2.4 HHB shall have no liability in respect to Goods if the total price
for Goods has not been paid by the due date for payment or any money shall
be due from the Customer to HHB under any other Contract.
10.2.5 HHB's liability shall not exceed such sums as it is able to recover
from the manufacturer of Goods having used reasonable endeavours so to do.
10.3 Subject as expressly provided by this clause 10 all warranties conditions
and other implied terms are excluded to the full extent permitted by law.
The statutory rights of consumers (within the meaning of the Unfair Contracts
Terms Act 1977) are not affected by these Conditions.
10.4 Any claim relating to defects in Goods by the Customer must be notified
in writing to HHB within seven days of the date on which such defect is or
ought to have been apparent.
10.5 HHB in its own discretion shall be entitled in full satisfaction of
any claim by the Customer to replace Goods free of charge or by refund of
the price paid but HHB shall have no further liability to the Customer and
without prejudice thereto except in the case of death or personal in jury
caused by HHB's negligence HHB shall have no liability to the Customer for
any consequential loss or damage (whether for loss of profit or otherwise)
costs expenses or other claims for consequential compensation whether or
not caused by HHB's negligence or that of its employees or agents which arise
out of or in connection with the supply of Goods or their resale or use except
as expressly provided by these Conditions.
10.6.1 (Subject always to the provisions of Clause 6.3 as to delivery) HHB
shall have no liability to the Customer or be in breach of contract by reason
of any delay in performing or failing to perform its obligations to the Customer
hereunder if the delay was caused by reason of any cause beyond HHB's reasonable
control which shall include (without prejudice to the generality of the foregoing)
force majeure terrorism acts or omissions of any statutory of local authority
import or export restrictions failure by any third party against whom HHB
is unable to make recovery (to the extent of such inability) and changes
in law or regulations applying to Goods or to HHB.
10.6.2 In the event of any such delay or failure HHB may at its discretion
cancel or rescind the Contract without liability by written notice to the
Customer.
11 CANCELLATION
11.1 In the event of any order being cancelled by the Customer
prior to delivery of Goods in whole or in part HHB reserves the right
to invoice or otherwise hold the Customer liable for any losses incurred
including (without prejudice to the generality of the foregoing)
loss of profit charges for carriage freight insurance and handling
charges.
11.2 Without prejudice to the generality of Clause 11.1 in the event of an
order being cancelled in whole or in part HHB shall be entitled to charge
the Customer a handling charge equal to fifteen per cent of the total price
of Goods not delivered.
11.3 If the Customer shall make default in any payment or commit any breach
of any other obligation to HHB under a Contract or under any other contract
with HHB or compound with or execute an assignment with its creditors or
(being an individual) commit any act of bankruptcy or have a petition or
receiving order in bankruptcy presented or made or (being a company) make
any resolution to wind-up or suffer a receiver administrative receiver or
manager of the whole or any part of its assets or business to be appointed
or have a petition for its winding-up presented HHB shall be entitled without
prejudice to any other remedies or claims to cancel any orders of the Customer
in whole or in part and stop any Goods in transit to the Customer.
12 CONFIDENTIALITY
12.1 The Customer shall not (and shall procure that its employees
and agents shall not) without prior written consent from an authorised
employee of HHB disclose to any third party any information or documentation
or data on any other media of a confidential nature the property
of HHB save any such previously in the public domain.
12.2 The Customer shall not copy or reproduce any drawings or specifications
or other written material supplied by HHB in connection with Goods.
12.3 The Customer shall hold HHB harmless in respect of any breach by the
Customer or any third party who purchases or hires Goods from the Customer
of any copyright or other intellectual property rights licensed to HHB or
as is provided with Goods.
13 EXPORT SALES
13.1 The Customer warrants to HHB that it is entitled to import
the Goods to the country or territory of its direction without licence
or other authority and without imposing any obligation or liability
upon HHB.
13.2 The Customer shall be solely responsible for complying with any legislation
or regulations governing the importation of Goods to the country or territory
of its direction and the transit thereto and for payment of any duties taxes
or other impositions thereon.
13.3 If export licences from England are required or import licences to the
country or territory of the Customer's direction or the transit thereto are
required the Customer shall be responsible for obtaining the same with such
assistance from HHB as it may reasonably require subject to paying such reasonable
charges as HHB may require for time expended and any other costs and disbursements
incurred.
14 MISCELLANEOUS
14.1 No failure or delay by either party in exercising any remedy
right power or privilege under or in relation to a Contract shall
operate as a waiver of the same nor shall any single or partial exercise
of any remedy right power or privilege preclude any further exercise
of the same or the exercise of any other right power or privilege.
14.2 These Conditions supersede all prior agreements and arrangements between
the parties relating to the sale of Goods by HHB and all such agreements
and arrangements are hereby terminated without prejudice to any rights which
may have accrued to either party.
14.3 Any notice to be given under these Conditions shall if served on a company
be addressed to its registered office if in England or at the option of the
server at its principal place of business if different or such other address
as shall have been notified by one party to the other Any Customer whose
has no registered office or place of business in England shall nominate to
HHB in writing an address for service in England.
14.4 If any provision of these Conditions is held by any competent authority
to be invalid or unenforceable in whole or in part the validity and enforceability
of the remaining provisions of these Conditions shall not thereby be prejudiced.
15 JURISDICTION
15.1 These conditions shall be governed by and construed in accordance
with the law of England.
15.2 The parties irrevocably submit for the benefit of HHB to the exclusive
jurisdiction of the Courts of England and Wales and in respect of any claim
dispute or difference arising out of or in connection with these conditions
or any Contract.
HHB Communications Ltd. 73-75 Scrubs Lane, London NWI0 6QU. Tel:
020 8962 5000 Fax: 020 8962 5050 VAT Registration Number 527 7481 21
June 2001
