Terms & Conditions of Sales

1st May 2021

  1. TERMINOLOGY/DEFINITIONS

1.1 The contract between Haygrove Ltd. ( the “Seller”) and the person whose order for goods (‘Goods’) is accepted by the Seller in accordance with clause 2 below (the “Buyer” or the “Customer”) for the sale and purchase of the Goods formed in accordance with clause 2 below (the “Contract”) shall be upon and subject to these terms and conditions of sale (“Conditions”) to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document.

1.1.1           “Business Day”: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.

1.1.2           “Conditions”: the terms and conditions set out in this document as amended from time to time in accordance with clause [1.2] below.

1.1.3           “Customer”: the person, firm or company who purchases the Goods from the Seller.

1.1.4           “Force Majeure”: an event or circumstance beyond a party’s reasonable control as referred to in clause 13 below.

1.1.5           “Goods”: the goods or any part of them set out in the Order.

1.1.6           “Order”: the Customer’s order for the Goods as set out in the quotation of the Seller signed by the Buyer.

1.1.7           “Specification”: any specification of the Goods including any related plans and drawings that are agreed by the Customer and the Seller.

1.2 Neither party may introduce any additional terms or attempt to vary or otherwise modify these Conditions without the mutual agreement of both parties in writing, signed by a director of each party.

1.3 References to a person herein include (without limitation) any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality) and references to any gender include every gender.  References to the singular include the plural and vice versa.

  1. PLACEMENT AND ACCEPTANCE OF ORDERS

2.1 Any quotation given by the Seller is an invitation to the Buyer to make an offer only. No Order or acceptance of quotation of the Buyer placed with the Seller shall be binding on the Seller unless and until it is accepted in writing by the Seller. The Contract is formed when the Order is accepted by the Seller by way of a written Seller Order confirmation form.

2.2 For the avoidance of doubt, neither acceptance of a deposit in accordance with clause 8 below nor commencement of work on a purchase order shall be construed as acceptance of an Order.

2.3 All Orders shall be placed by the Buyer signing the letter of quotation provided by the Seller and returning such signed quotation to the Seller.

2.4 Where the intention is for the Buyer to place an Order through a third party Producer Organisation (“PO”), or payment is to be made by the PO, should the PO not accept or be able to make such payment the responsibility automatically reverts to the Buyer.

2.5 Unless otherwise expressly provided for in a quotation, any quotation is valid for a period of 28 days only from its date, provided the Seller has not previously withdrawn it. This period of validity may be reduced by the Seller in periods of high volatility in raw material and foreign exchange markets.

  1. CANCELLATION

Subject to clause 12, the Contract or any part of it may only be cancelled by agreement of the Buyer and the Seller in writing. Where such cancellation renders preparatory work done or expenditure incurred by the Seller abortive (to meet the Buyer’s requirements) a cancellation charge shall be payable. This shall be equal to the cost of such preparatory work and the amount of such expenditure including, but not limited to, the transport and recovery of any materials delivered.

  1. PRICE AND SPECIFICATION

4.1 The price payable by the Buyer for each delivery shall be the price stated at the date of and specified in the quotation or, in the event a quotation was not sought or has expired, in the acceptance of order form. The price is exclusive of Value Added Tax which shall be charged to the Buyer at the rate applicable at the date of invoice, and any other taxes (including without limitation excise taxes or import or export duties) relating to the sale, use or the delivery of the Goods also shall be charged to the Buyer. In the event the Buyer believes that it is exempt from obligations to pay such taxes, the Buyer shall demonstrate such exemption to the Seller’s reasonable satisfaction. Prices quoted are in sterling unless otherwise agreed. The Buyer shall reimburse the Seller on demand for any expense incurred on the conversion of foreign currencies, bank charges, presenting and/or processing of any payment or otherwise resulted in obtaining sterling funds on the sum due.

4.2 Notwithstanding clause 4.1, Goods are supplied at the price current on the date of delivery. The Seller therefore reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods as stated in a quotation or acceptance of order form (as the case may be ) to reflect any increase in cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any significant increase in the costs of labour, materials or other costs of manufacture, any foreign exchange fluctuation, currency regulation or alteration of duties, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by the instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions) provided that the amount of any increase shall be fair and reasonable in the circumstances and reflect the increase in cost incurred by the Seller.

4.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses, (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Specification.  This clause 4.3 shall survive termination of the Contract.

4.4 The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

  1. DELIVERY

5.1 The Seller shall use commercially reasonable efforts to provide delivery on the date requested by the Buyer in the Purchase Order but such date is not guaranteed. The Seller shall in no case be liable for damages nor shall the Buyer have any right to rescind the Contract for any delay in delivery. Notwithstanding any other provision herein contained, the Seller may at its option deliver the Goods to the Buyer by instalments. Where the Goods are delivered by instalments each such instalment shall be deemed to be sold or supplied under a separate Contract to which these terms and conditions shall apply and no default in respect of any one instalment shall affect or prejudice due performance as regards any other instalments. If the Buyer shall refuse delivery of any Goods made during normal shipment acceptance hours the Buyer shall pay all of the Seller’s cost associated with such failure to accept the shipment, including, without limitation, any damages expenses or costs relating to loading or unloading of the shipment.

5.2 For UK & EU orders, delivery shall be to a nominated address or site as detailed on the Buyer’s Purchase Order.

5.3 For orders exported outside of the EU, delivery takes place at the port of despatch or upon collection of the goods by the Buyer, whichever is earlier.

  1. RISK

The risk in respect of all the Goods supplied under these terms and conditions shall pass to the Buyer upon the delivery of the Goods to the Buyer, or where relevant, to the third party import agent.

  1. RETENTION OF TITLE

7.1 Notwithstanding that risk in the Goods shall pass to the Buyer in accordance with clause 6, title to the Goods (whether separate and identifiable or incorporated in or mixed with other goods) shall remain with the Seller until payment in full has been received by the Seller:

7.1.1 for the Goods;

7.1.2 for any other Goods supplied by the Seller;

7.1.3 of any other monies due from the Buyer to the Seller on any account.

7.2    Until title to the Goods passes to the Buyer under clause 7.1, the Buyer shall;

7.2.1 Keep the Goods separately and readily identifiable as the property of the Seller

7.2.2 Not attach the Goods to real property without the Seller’s prior written consent.

7.3   Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Seller and the Buyer only) be made by the Buyer as agent for the Seller.

7.4 Goods shall be deemed sold or used in the order delivered to the Buyer.

7.5 At any time before title to the Goods passes to the Buyer (whether or not any payment to the Seller is then overdue or the Buyer is otherwise in breach of any obligation to the Seller), the Seller may (without prejudice to any other of its rights):

7.5.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;

7.5.2 require delivery of all or any part of the Goods.

7.6 The Seller may at any time allocate sums received from the Buyer as it deems fit, notwithstanding any purported allocation by the Buyer.

7.7 The Seller shall have no obligation to perform under a signed quotation and no Contract shall be formed unless and until it is acknowledged by the Seller in writing on its acceptance of order confirmation form. In the event an order is not accepted by the Seller, any deposit made in accordance with Section 8 below will be promptly refunded to the Buyer by the Seller.