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Conditions of Sale

“Supplier” means HPC Laser Ltd, “Purchaser” means the purchaser of the Goods from the Supplier.

1. GENERAL

1.1 All quotations and orders are accepted subject to the following terms and conditions and additions thereto or variations therein shall only be made or apply if agreed in writing between Supplier and Purchaser. Acceptance of the Suppliers quotation includes the acceptance of the following terms and conditions and acceptance of the HPC Laser Ltd website ‘Conditions of Use’.

2. VALIDITY

2.1 Unless previously withdrawn, the Suppliers quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days only after its date.

3. ACCEPTANCE

3.1 Acceptance of the Suppliers quotation must be accompanied by sufficient information to enable the Supplier to proceed with the order forthwith, otherwise the Supplier shall be at liberty to amend the quoted prices to cover any increase in cost which has taken place after acceptance. Orders will be accepted or not at the sole discretion of the Supplier.

4. PACKING

4.1 If specified within the Suppliers quotation, all packing cases, pallets and other packing materials must be returned to the Suppliers works at the Purchasers expense and in good condition within one month from date of receipt. If not so returned they may be charged for.

5. LIMITS OF CONTRACT

5.1 The Suppliers quotation includes only such goods, accessories and works as are specified therein.

6. DRAWINGS, CATALOGUES ETC.

6.1 All specifications and particulars of weights and dimensions submitted with the Suppliers quotation are approximate only, and the descriptions and illustrations contained in the Suppliers catalogues, price lists, on the Suppliers website and other advertisement matter are intended merely to present a general idea of the Goods described therein, and none of these shall form part of the contract. After acceptance of the Suppliers quotation certified drawings may be supplied on request.

7. INSPECTION AND TESTS

7.1 The Suppliers products are inspected and, where practicable, tested at the Suppliers works before despatch. If other than standard tests or tests in the presence of the Purchasers representative are required, these will be charged for.

8. PERFORMANCE

8.1 The Supplier will accept no liability for failure to attain any performance figures or dimensional accuracy unless they have been specifically guaranteed within the Suppliers quotation, subject to any tolerances specified or agreed to 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.

8.2 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 their performance. If the Purchaser becomes entitled to reject Goods and do 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.

8.3 The Purchaser assumes responsibility that Goods stipulated by the Purchaser are sufficient and suitable for the Purchasers purpose save in so far as the Purchasers stipulations are in accordance with the Suppliers advice.

9. LIABILITY FOR DELAY

9.1 Any times quoted for despatch or delivery are to date from receipt by the Supplier of a written order to proceed and of all necessary information and drawings to enable the Supplier to put the work in hand. The time for despatch or delivery shall be extended by a reasonable period if delay in despatch or delivery is caused by instructions or lack of instructions from the Purchaser or by industrial dispute or by any cause beyond the Suppliers reasonable control.

9.2 All delivery and shipping dates quoted are given in good faith but unless otherwise specified are estimates only and the Supplier shall not be liable for any delays whatsoever. Any time described as an estimate shall not be construed as a fixed time quoted for the purpose of this clause.

9.3 In no event shall time for delivery be of the essence of the contract.

10. VARIATIONS AND CANCELLATION

10.1 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.

10.2 Goods ordered on a firm order 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 Purchasers premises claiming that cancellation has been approved, written evidence must be given of the Suppliers consent, or the Goods will still be charged and no credit will be issued. Storage charges for non-accepted Goods will be applied and all returns to the Suppliers stock shall be subject to a re-stocking and administration fee of at least 15% of the value of the Goods that are returned to stock.

11. DELIVERY

11.1 Unless otherwise specified in the Suppliers quotation, the price quoted includes delivery by any method of transport at the Suppliers option. Unless otherwise specified the Supplier shall not be responsible for off-loading. If Goods are collected by Purchaser from Supplier’s works Purchaser shall be responsible for loading. If appropriate Supplier will give reasonable and necessary assistance at the risk of Purchaser.

12. LOSS OR DAMAGE IN TRANSIT

12.1 When the price quoted includes delivery other than at the Suppliers works, the Supplier will repair or at the Suppliers option replace free of charge 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 carriers conditions of carriage as effecting loss or damage in transit.

13. TERMS OF PAYMENT

Goods will be invoiced on despatch (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. Unless the quotation states to the contrary payment shall be due in full and payment cleared before shipment of the Goods. Time for payment shall be of essence of the contract. In the event that the Supplier offers credit terms and Purchaser fails 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 1998’. 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.

13.1 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 despatch.

14. STORAGE

14.1 If the Supplier does not receive forwarding instructions sufficient to enable the Supplier to despatch the Goods within seven days after the date of notification that they are ready for despatch, the Purchaser shall take delivery or arrange for storage. If the Purchaser does not take delivery or arrange storage the Supplier shall be entitled to arrange storage either at the Suppliers own works or elsewhere on the Purchasers behalf and all charges for storage, for insurance or for demurrage shall be payable by the Purchaser.

15. DEFECTS AFTER DELIVERY

15.1 The Supplier will make good, by repair or at the Suppliers 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 Suppliers liability under this clause shall apply only to the original Purchaser of the Goods and is not transferrable to any third parties. The Supplier shall refund the 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 11 (Delivery).

15.2 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, 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, improper installation, inadequate storage or alteration or repair of the Goods without the Supplier’s written approval, any consumable components including but not limited to laser tubes, mirrors and lenses;

15.3 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.

16. PATENTS

16.1 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 Purchaser’s 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.

17. LIABILITY FOR ACCIDENTS OR DAMAGE

17.1 If the Supplier, the Supplier’s agents or sub-contractors are on site for the purposes of the contract then, notwithstanding the provisions of clause 15 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 Supplier’s sub-contractors or agents, but not otherwise, by making good such damage to property or compensating personal injury or death. Provided that:

17.1.1 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 £5,000 or the contract price, whichever sum is the greater; and

17.1.2 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.

17.2 Save as specifically provided for in clause 15, the Supplier shall not be liable for any damage occurring after completion of work on site.

18. LIMITATIONS OF LIABILITY

18.1 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.

18.2 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 may be suffered by the other.

18.3 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.

18.4 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 (save that neither party seeks to exclude liability to the other arising due to fraud).

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 25.

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. ARBITRATION

20.1 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 nominated by the Bradford Chamber of Commerce. Such arbitration shall take place in accordance with the provisions of the Arbitration Act 1996.

21. LEGAL CONSTRUCTION

21.1 Unless otherwise agreed in writing the contract shall in all respects be governed by laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

22. STATUTORY AND OTHER REGULATIONS

22.1 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 affect 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 may be.

23. THIRD-PARTY RIGHTS ACT

23.1 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.

24. ASSIGNMENT

24.1 The Supplier may assign the benefit of this agreement to another party. The Purchaser may not assign or transfer any of its rights or obligations under this Agreement without the Supplier’s prior written consent.

25. INSOLVENCY OF PURCHASER

25.1 This Condition applies if:

25.1.1 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

25.1.2 An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Purchaser; or

25.1.3 The Purchaser ceases or threatens to cease to carry on business; or

25.1.4 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.

25.2 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.

26. ENTIRE AGREEMENT

26.1 It is accepted by the Buyer that these Terms and Conditions and any other documents required hereby (“Documents”) contain the entire agreement and understanding of the parties in connection with the subject matter hereof and supersede and extinguish all previous 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).

26.2 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.

26.3 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 (unless such misrepresentation and/or breach of warranty constitutes fraud).

27. FORCE MAJEURE

27.1 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:

27.1.1 Act of God explosion flood tempest fire or accident;

27.1.2 War or threat of war sabotage insurrection civil disturbance or requisition;

27.1.3 Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

27.1.4 Import or export regulations or embargoes;

27.1.5 Strikes lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);

27.1.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

27.1.7 Power failure or breakdown in machinery;

27.1.8 Failure by the Purchaser to correctly store, protect, handle or otherwise deal with the Goods.

28. ADDITIONAL EXPORT TERMS

28.1 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.

28.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 28 shall (subject to any special terms agreed in writing between the Purchaser and the Supplier) apply, notwithstanding any other provisions of these Conditions.

28.3 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 duties on them. The contract shall be subject to the procurement by the Purchaser at the Purchaser’s 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.

28.4 Unless otherwise agreed in writing between the Purchaser and the Supplier, the Goods shall be delivered F.O.B. British Port and 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. The Supplier shall deliver the Goods on board a vessel named by the Purchaser or on the Purchaser’s behalf at an agreed UK port.

28.5 The Purchaser shall be responsible for arranging the testing and inspection of the Goods at the Supplier’s premises before shipment. 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).

28.6 Unless otherwise specified in the Suppliers quotation, 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.

28.7 The prices quoted are strictly net and 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 stated in the Supplier’s quotation.

28.8 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.

29. ADDITIONAL INSTALLATION TERMS

29.1 If the Supplier has agreed to install the Goods for the payment of an additional installation fee as set out in the Contract, then the provisions of this clause 29 shall apply to the provision of such installation services by the Purchaser.

29.2 The Supplier shall use all reasonable endeavours to install the Goods by the estimated installation date given in the Contract, but time for installation shall not be of the essence of the Contract.

29.3 On the estimated installation date or dates (or on such revised installation date or dates as may have been notified by the Supplier to the Purchaser on not less than 2 days prior notice) the Purchaser shall allow the Supplier access to its premises during normal working hours so as to enable the Supplier to effect the installation and the Purchaser shall comply with the Supplier’s reasonable requests as to the opening up of its premises as so as to enable such installation to take place.

29.4 The provisions of clause 19 of this contract shall continue to apply as to the passing of risk and title to the Goods.

29.5 The technical detail of the installation services to be provided, and the specifications for such installation, commissioning, testing and approval shall be as set out in the Supplier’s general installation details which are attached either to the Supplier’s quotation or to the Supplier’s acceptance of any order.