TERMS AND CONDITIONS OF SALE
This agreement forms the basis of agreement between the Supplier and The Customer with respect to the supply of goods.
“Customer” the person, firm or company with whom the Supplier agrees to contract to supply the Goods
“Supplier” Helo Products Ltd (Company number 13058754) whose registered office is at 1 St James Court, Whitefriars, Norwich, Norfolk, England, NR3 1 RU
“Conditions” the terms and conditions contained within this agreement;
“Order Confirmation” formal acknowledgement of order (written or email) detailing product codes, quantities and prices.
“Goods” the goods which the Supplier is supplying as detailed in the Suppliers Order Confirmation in accordance with these Conditions;
- BASIS OF SALE
- The Supplier shall sell, and the Customer shall buy the Goods subject to these Conditions which shall govern the contract between the Supplier and the Customer to the exclusion of any other terms and conditions or which the Customer may supply, or which are implied by trade, custom or practice.
- Any variation to these Conditions is of no effect unless agreed in writing by the Supplier’s authorised representative.
- These Terms and Conditions will be deemed to have been accepted by the Customer when the Order Confirmation is issued or from the date of any Delivery (whichever happens earlier).
- GOODS & PRICE
- The Goods shall be supplied as per the Order Confirmation issued by the Supplier to the Customer.
- The Specification of the Goods is set out in the Order Confirmation. Any samples, drawings, descriptions or advertising produced by the Supplier in catalogues, brochures or on their website are produced for the sole purpose of giving an approximate idea of the Goods. They shall not form part of the contract nor have any contractual force.
- The Supplier shall not be held liable for changes in specification in product or for the discontinuation of an item, if the Supplier has made reasonable efforts to notify the Customer prior to delivery.
- The Supplier may make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory requirement.
- The description of the Goods as set out in our sales documentation and website are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance. The Customer acknowledges that where the Goods are made in whole or part from a natural product, natural variations in appearance will occur. Any description of the appearance or sample of such Goods shown to or inspected by the Customer is solely for the purposes of reference and does not constitute or afford any basis for any express or implied undertaking that the Goods correspond with or conform to such reference and is not or has not been relied upon by the Customer when entering into this agreement.
- The prices for the Goods shall be the price quoted on Supplier’s Order Confirmation. The Supplier shall invoice the Customer on despatch of the Goods.
- Payment shall be due on the date detailed on the invoice.
- The Supplier reserves the right, which it may exercise without giving any further notice, to charge interest at 5% flat per month on overdue accounts. The interest to be calculated from the date of the invoice until the date of receipt of cleared funds in payment.
- Without prejudice to any other rights or remedies of the Supplier, if the Customer fails to pay the full amount owed as per the terms agreed the Supplier may suspend deliveries under any other contract between the Customer and Supplier as long as the default continues. The Supplier reserves the right to claim all costs and expenses incurred in the recovery or attempted recovery of any unpaid invoice.
- In the absence of prior written agreement with the Customer for credit terms, the Supplier will require payment for the Goods prior to Delivery.
- The price of the Goods and any allied services is exclusive of Value Added Tax which shall be charged at the rate prevailing at the date of Invoice.
- The Customer shall pay all amounts due without set-off or counter claim deduction or withholding (save as required by law).
- DELIVERY & CARRIAGE.
- The Supplier shall arrange for delivery of the Goods to the address specified by the Customer in their order to the Supplier and as confirmed on the Order Confirmation (the Delivery Location).
- All goods for the United Kingdom and Channel Isles are ex works with carriage chargeable.
- Carriage shall be charged in line with the delivery rate card that shall be supplied to the Customer and which details all relevant delivery charges and surcharges.
- Should the Customer so wish arrangement may be made for the collection of the Goods at the Supplier’s registered office at a date agreed and confirmed on Order Confirmation.
- The Supplier undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
- Subject to the specific terms of any special delivery service, delivery can take place at any time of day and must be accepted between 9am and 5pm. Delivery is completed on the completion of the unloading of the Goods at the Delivery Location.
- The Supplier reserves the right to apply additional charges to the Customer for requirements for delivery outside of this window or guaranteed at a specified time during this window.
- If the Supplier seeks to make delivery during this window and the Customer is unable to accept delivery the Supplier reserves the right to charge for any redelivery costs incurred regardless of the provisions contained in clause 5.2.
- Next day delivery can only be accepted on orders received by the Supplier pre 1pm.
- The Customer shall not be entitled to reject the Goods or any part thereof by reason only of short delivery or delay in delivery.
- Upon delivery the Customer’s authorised signature will be required on the Supplier’s delivery documentation to indicate acceptance of the goods. The Customer shall examine the Goods and any shortage or damage shall be recorded alongside the signature.
- CANCELLATION, ALTERATION & RETURNS
- Orders in whole or part may only be cancelled or amended after Order Confirmation with the prior written agreement of the Supplier.
- Orders for Goods made to a specific requirement of the Customer may not be cancelled after Order Confirmation.
- Returns for unwanted Goods will only be considered by the Supplier if notified in writing by the Customer within 10 working days of receipt of Goods.
- Returns shall not be considered by the Supplier in instances where the Goods were an end of line clearance or the Supplier no longer stocks the Goods in the normal line of business.
- Should return of Goods be accepted by the Supplier the Goods must be unopened, unused and in the original packaging unless the Goods are faulty or damaged prior to delivery.
- Subject to the provisions of above the Supplier reserves the right to charge a restocking fee of 25% of the original invoice value of the Goods.
- The Customer shall be liable for the cost of returning any Goods that the Supplier has agreed in advance to accept the return of.
- Upon receipt the Supplier shall inspect the Goods and notify the Customer of acceptance within 3 working days of receipt. Subject to the clauses above a credit shall be applied to the Customer account. For the avoidance of doubt this credit will not be issued by way of a cheque or cash alternative.
- CLAIMS AND COMPLAINTS.
- The Supplier will not be liable for any claim for non-delivery, shortage, damage or incorrect delivery unless it is notified to the Supplier in writing within 3 working days of delivery, and the Supplier has been given an opportunity of inspecting the Goods before removal from the Delivery Location.
- All other claims and complaints can only be considered if made in writing and within 7 working days of receipt of the Goods.
- TITLE AND RISK
- Risk shall pass on delivery of the Goods to the Delivery Location.
- Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Supplier and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
- Until title passes the Customer shall hold the Goods as bailee for the Supplier and shall store or mark them so that they can at all times be identified as the property of the Supplier.
- The Supplier may at any time before title passes and without any liability to the Customer:
- repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and
- for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.
- The Supplier may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
- The Customer shall insure, and keep insured, the Goods to the full price against “all risks” until the date that the property in the goods passes from The Company.
- Until title has passed the Customer shall have possession of the Goods as bailiff of the Supplier and shall have authority until such authority is countermanded by the Supplier, to sell the goods on behalf of the Supplier to third parties at arm’s length in the ordinary course of the Customer’s business. The Customer shall hold all proceeds of such sales in trust for the Supplier and shall maintain such proceeds separately identified. The Supplier shall be entitled to all rights and a claim which the Customer may have against its customers arising from such sales, until payment aforesaid is made in full.
The Supplier warrants that for the duration of this agreement it shall;
- use all reasonable skill and care in the performance of this agreement; and
- all products supplied under this agreement will be of satisfactory quality and will comply with any specification agreed for them; and
- all products supplied under this agreement will comply with any applicable regulatory authority; and
- take out and maintain throughout the term of this Agreement, adequate insurance in respect of Public Liability Insurance coverage with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Customer, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Customer.
- give no warranty and make no representation that the Goods are fit for any particular purpose or need of the Customer. It is the Customers responsibility to ensure that the Goods ordered are suitable for any specific purpose for which they are required.
The Customer warrants that and agrees to the following conditions as part of this Agreement that;
- it has the power to enter into this Agreement and perform its obligations.
- EVENTS OF DEFAULT AND TERMINATION
- The Supplier shall be entitled to terminate this agreement with immediate effect by giving written notice to the Customer if:
- the Customer is in material breach of any of its obligations hereunder and such breach has continued unremedied for a period of seven days after the Supplier has given written notice to the Customer of the breach; or
- the Customer ceases to trade or is unable to pay its debts as and when they fall due within the meaning of Section 518 of the Companies Act 1985; or
- a receiver is appointed over all or any of the assets of the Customer or the Customer compounds or attempts to compound with or calls a meeting of its creditors; or
- a winding-up petition or resolution is presented in relation to the Customer (being a company) or the Customer (being an individual) commits any act of bankruptcy.
- Without limiting its other rights or remedies, the Supplier may terminate the agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due on the due date for payment.
- On such termination for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
- Termination shall not affect any of the parties’ rights and remedies that have accrued as at termination.
- The Supplier shall be entitled to terminate this agreement with immediate effect by giving written notice to the Customer if:
If any part of these terms and conditions is unenforceable (including any provision in which the Supplier excludes their liability to the Customer) enforceability of any other part of these conditions will not be affected.
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12.2 Subject to clause 12.1:
- the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the invoiced value of the Goods unless related to death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any other losses which cannot be excluded or limited by applicable law.
- LAW AND JURISDICTION
The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, whether of a contractual or non-contractual nature, shall in all respects be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts, including (without limitation) in respect of any application for injunctive or ancillary relief.
- ENTIRE AGREEMENT
Nothing in this Agreement shall create, or be deemed to create, a joint venture, partnership or the relationship of principal and agent between the parties. Except as expressly authorised in this Agreement, neither party has any authority to act, make representations or bind or contract on behalf of the other party.
- FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a event beyond the reasonable control of a party. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Order by giving 4 weeks written notice to the affected party.
- DATA PROTECTION