TERMS AND CONDITIONS

Terms & Conditions

If you are a customer, you have certain statutory rights regarding the return of defective goods and claims in respect of losses caused by our negligence or failure to carry out our obligations. These terms shall not affect your statutory rights. These terms were last updated on 19 October 2023.

1. DEFINITIONS

In these terms and conditions of sale, the following meaning shall apply: “Company Signatory” means a person authorised by us. “Consumer” means any natural person acting for purposes outside their trade, business or profession. “Contract” means the contract for the supply of Goods incorporating these Terms. “Goods” means the goods or when the context permits services to be supplied by us. “Terms” means the terms set out in this document and any special terms agreed in writing between a Company Signatory and you. “We” and “Us” means H&B Specialist Supplies Ltd. “You” means the person seeking to purchase goods from us.

2. THE CONTRACT

2.1 All orders are accepted by us only under these terms and they may not be altered –other than with the written agreement of a Company Signatory. Any contrary or additional terms, unless so agreed, are excluded

2.2 Quotations and estimates are invitations to treat only. 2.3 Orders may be cancelled only with the agreement of a Company Signatory and you will indemnify us against all costs, claims, losses or expenses incurred as a result of that cancellation.

2.4 You should be responsible to us for ensuring the accuracy of the terms of any order including any applicable design drawing or specification provided to us by you and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the contract in accordance with its Terms.

2.5.1 It is your responsibility to be fully conversant with the nature and performance of the goods, including any harmful or hazardous effects their use may have.

2.5.2 Without prejudice to Clause 2.5.4 of these Terms while we take every precaution in the preparation of our online catalogues, technical circulars, price lists and other literature, these documents are for your general guidance only and statements included in these documents (in the absence of fraud on our part) shall not be bound by them.

2.5.3 If you require advice (including Health and Safety information) regarding the goods, a specific request should be made and any advice given in writing by a Company Signatory in response to such a request shall amount to a representation and we shall be liable accordingly.

2.5.4 We shall not be liable in respect of any misrepresentation made by us, our employees or agents as to the condition of the goods, their fitness for any purpose or as to quality or measurements unless the representation is: made or confirmed by a Company Signatory; and/or fraudulent. For the avoidance of doubt, our liability for damages for misrepresentation (other than fraudulent) is excluded or limited by Clause 8 of these Terms.

3. PAYMENT

3.1 Unless the sale is for cash, or other credit terms have been agreed in writing with a Company Signatory, all accounts are due for payment month end plus 30 days from the date of invoice.

3.2 We do accept payment of accounts by credit card, but these have an additional charge of 1.5%. Payments of accounts must be settled by either cheque or bank transfer only.

3.3 Late payment may result in the cancellation of credit facilities. 3.4 Credit facilities may be withdrawn or reduced at any time at our sole discretion.

3.5 Even if we have previously agreed to give you credit, we reserve the right to refuse to execute any order or Contract if the arrangements for payment or your credit rating is not satisfactory to us. In our discretion, we may require security satisfaction to us or payment for each consignment when it is available and before it is despatched in which case delivery will not be affected until we are in receipt of security or cleared funds as requested by us.3.6 In the case of short delivery, you will remain liable to pay the full invoice price of all goods delivered or available for delivery.

3.7 You may not withhold payment of any invoice or other amount due to us by reason of any right of set-off or counterclaim, which you may have, or allege to have, for any reason whatsoever.

3.8 We shall be entitled at all times to set off any debt or claim of whatever nature which we may have against you against any sums due from us to you.

4. PRICE

4.1 Prices listed or quoted are based on costs prevailing at the time when they are given or agreed upon. We shall be entitled to adjust the price of the goods as at the time of delivery by such amount as may be necessary to cover any increase sustained by us after the date of acceptance of your order and any direct or indirect costs of making, obtaining, handling, or supplying the goods.

4.2 Prices quoted are applicable to the quantity specified and on the information provided by you at the time of order. In the event of orders being placed for lesser quantities, or if there is any change in specifications, delivery dates, or delay is caused by your instructions or lack of instructions, we shall be entitled to adjust the price of the goods in order to take accounts of the variations.

4.3 The price of the goods shall be that prevailing at the date of delivery of the goods. The price is exclusive of VAT which shall be due at the rate ruling on the date of a VAT invoice.

4.4We shall have the option of supplying any goods ordered by you in imperial measurements in the nearest equivalent metric measurements and the goods may be charged in metric measure allowing for conversions.

5. INSPECTION AND RETURNS

5.1 You shall inspect the goods at the place and time of unloading or collection, but nothing in these Terms shall require you to break packaging and/or unpack goods that are intended to be stored before use.

5.2.1 Youmustadvise us by telephone immediately and give us written notice within three working days of unloading any claim for short delivery or damage.

5.2.2 If you do not give us that notice within that time, the goods will be deemed to have been delivered in the quantities shown in the delivery documents and in a satisfactory condition.

5.2.3 You shall not be entitled, and irrevocably and unconditionally waive any rights, to reject the goods or claim any damages whatsoever, for short delivery howsoever caused.

5.2.4 Our liability for short delivery is limited to making good the shortage.

5.3.1 Where it is, or would have been, apparent on a reasonable inspection that the goods are not in conformity with the Contract or (where the Contract is a contract for sale by sample) that the bulk does not compare with the sample, you must advise us by telephone immediately, and give us written notice within three working days of inspection.

5.3.3 If you fail to give us that notice within that time, Clause 8 shall have an effect.

5.3.2 If you fail to give us that notice within that time, the goods will be deemed to have been accepted and you shall not be entitled, and irrevocably and unconditioned waive any rights, to reject the goods.

5.4 After the 3 day period goods must be returned at the Customer’s request, not on the Company’s own vehicle and shall be at the Customer’s risk regarding insurance for a value not less than the full invoice price.

5.5 Specifically ordered or non-stock items are not returnable.

5.6 Costs of collection and re-delivery of replacement items will be met by the Customer unless attributable to the negligence of the Seller.

5.7 Only goods returned in saleable condition can be accepted for credit.

5.8 The Seller reserves the right to levy a restocking and handling charge.

5.9 All returns must be sanctioned by the Seller prior to goods being brought back

6. DELIVERY

6.1 Delivery will be effected when the goods leave our premises whether carried by Us or an independent carrier, or the premises of our suppliers when the goods are delivered directly from suppliers.

6.2 Delivery dates are given in good faith but are estimates only.

6.3 Time for delivery shall not be of the essence of the Contract.

6.4 For the avoidance of doubt, and without detracting from any other provisions of these Terms, we shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt of any liability to any third party) resulting from any delay in delivery of the goods, or failure to deliver the goods in a reasonable time –whether such delay or failure is caused by our negligence or otherwise howsoever.

6.5 You must provide the necessary labour for unloading the goods –and unloading is to be completed with reasonable speed. If our delivery vehicle is kept waiting for an unreasonable time or is obliged to return without completing delivery, or if we provide additional staff to unload goods, an additional charge will be made.

6.6 The price agreed includes our normal delivery charges but we may make an additional charge if we incur further costs or expenses such as (but not limited to): i) those caused by delivery of less than a full load, ii) complying with your request for delivery outside our normal delivery pattern or trading by installments.

6.7 We reserve the right to make delivery by installments and tender to a separate invoice in respect of each installment. Our failure to deliver any one or more......

7.4.2 If the defect arises from wilful damage, negligence, abnormal working conditions, misuse, alteration or repairs of the goods, failure to follow British Standards or industry instructions relevant to the goods, or storage of the goods in unstable conditions (but this sub-clause shall not apply to any act or omission on our part).

7.4.3 Unless after the discovery of the defect we are given a reasonable opportunity to inspect the goods before they are used, or in any way interfered with. For the avoidance of doubt, we acknowledge that the costs of suspending works are relevant to the determination of what is a reasonable opportunity and this sub-clause shall not apply to any works affecting the goods, which it may be reasonably necessary to carry out in the interests of safety and/or as emergency measures.

7.4.4 If the defect would have been apparent on a reasonable inspection under Clause 6.1 of these Terms at the time of unloading unless you advise us by telephone immediately and written notice of any claim is given to us within three working days of the time of unloading.7.4.5 If the defect is discovered within four months from the date of delivery unless you give us written notice of the defect within three working days of it being discovered.

7.4.6 If in any case the Defect is discovered more than four months from the date of delivery.

7.5 If the goods are not manufactured by us, or have been processed or milled by a third party –whether or not at your request –our liability, in respect of any defect in workmanship or materials of the goods, will be limited to such rights against the manufacturer or the third party as we may have in respect of those goods.

7.6 If the goods are manufactured, processed, or milled by us to the design, quantity measurement, or specification of you or your agents then:

7.6.1 Subject to Clause 8.1 of these Terms, we shall not be under any liability for damages whatsoever or under Clause 8.3 of these Terms as the case may be except in the event of:

7.6.1.1 fraudulent misrepresentation.

7.6.1.2 misrepresentation where the representation was made or confirmed in writing by a Company Signatory;

7.6.1.3 non-compliance with such design, quantity, measurement, or specification;

7.6.1.4breach of a written warranty signed by a Company Signatory that the Goods are fit for that purpose; or

7.6.1.5 a claim maintainable against Us pursuant to Clause 8.1 of these Terms.

7.6.2 You will unconditionally, fully and effectively indemnify us against all damages, costs on an indemnity basis and expenses awarded against, or incurred, by us in connection with, or paid, or agreed to be paid, by us in settlement of any claim for infringement of any patents, copyright design, trademark, or any other industrial or intellectual property rights of any other person.

7.6.3 You will further unconditionally, fully, and effectively indemnify us against all loss damages, costs on an indemnity basis, and expenses awarded against, or incurred, by us in connection with, or paid, or agreed to be paid, by us in settlement of any other claim arising from any such manufacturing processing or milling, including –but not limited to –any defect in the goods. This indemnity will be reduced in proportion to the extent that such loss damage, costs, and expenses are due to our negligence.

7.7 You will be unconditionally, fully, and effectively indemnify us against all loss damages, costs on an indemnity basis, and expenses awarded against, or incurred by us in connection with, or paid, or agreed to be paid by us in settlement of any claim by a third party arising from the supply or use of the goods. This indemnity will be reduced in proportion to the extent that such loss, damage, costs, and expenses are due to our negligence.

7.8 Without prejudice to any other provisions in these Terms, in any event, our total liability for any one claim, or for the total of all claims arising from any one act of default on our part howsoever arising (whether arising from our negligence or otherwise), shall not exceed the purchase price of the goods –the subject matter of any claim.

8. TITLE AND RISK

8.1 Risk in the goods shall pass to you when the goods are delivered.

8.2 The property in the goods shall remain with us until you pay all sums due to us, whether in respect of the Contract or otherwise.

8.3 Until title passes:

8.3.1 You shall hold the goods as our fiduciary agent and bailee.

8.3.2 We agree that you may use, or agree to sell the goods as principal and not as agents in the ordinary cause of your business subject to the express condition that at our direction, the entire proceeds of any sale or insurance proceeds received in respect of the goods are held in trust for us and not mixed with any other monies, or paid into any overdrawn bank account and, at all times, be identifiable as our money.

8.3.3 The goods shall be stored separately from any other goods and you shall not interfere with any identification marks, labels, batch numbers, or serial numbers on the goods.

8.4 We shall be entitled, at any time, to recover any or all of the goods in your possession to which we have a title and for that purpose, we, our employees or agents may, with such transport as is necessary, enter upon any premises occupied by you, or to which you have access and where the goods may be or are believed to be, situated.

9. NON-PAYMENT/INSOLVENCY

9.1 “Insolvent” means you becoming unable to pay your debts within the meaning of Section123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any of your property; the appointment of a receiver or administrative receiver overall, or any part, of your property; a proposal for a voluntary arrangement or compromise between you and your creditors, whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up, or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for you winding-up, or for an administration order in relation to you. If you suffer any analogous step or proceedings under foreign law or you are ceasing or threatening to cease to carry on your business.

9.2 If you fail to pay the price of any goods on the due date or fail to pay any sum due to us under any Contract on the due date or you become insolvent or if you are a limited company or partnership and there is a material change in your constitution or you commit a material breach of this Contract and fail to remedy that breach, all sums outstanding between you and us shall become immediately payable, and we shall be entitled to do any one or more of the following (without prejudice to any other right or remedy we may have):

9.2.1 require payment in cleared funds in advance of further deliveries

9.2.2 cancel or suspend any further deliveries to you under any Contract without liability on our part

9.2.3 without prejudice to the generality of Clause 7of these Terms exercise any of our rights pursuant to that clause.

9.3 Without prejudice to Clause 9.3 if you are acting in the course of a business then in the event of late payment we reserve the right to claim compensation pursuant to the late payment of Commercial Debts (Interest) Act 1998 at the prevailing rate, currently £40 for a debt less than £1000, £70 for debt more than £1000 but less than £10,000 and £100 for a debt in excess of £10,000.

9.4 If we reasonably incur third party costs, such as tracing or debt collection agency costs, or seek to take legal proceedings to enforce our rights as a result of your breach of this Contract –including but not limited to –recovery of any sums due, you will reimburse us such reasonable agency costs or legal costs incurred on an indemnity basis.

10. GENERAL

10.1 This contract shall be governed and interpreted according to the Law of England and Wales and you agree to submit to the non-exclusive jurisdiction of the English Courts.

10.2We shall not be liable for any delay or failure to perform any of our obligations in relation to the goods due to any cause beyond our reasonable control, including industrial action.

10.3 The waiver by us of any breach or default of these Terms shall not be construed as a continuing waiver of that breach, nor as a waiver of any subsequent breach of the same, or any other provision.

10.4 If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect.

10.5 We may assign novate, or subcontract all or part of this Contract and you shall be deemed to consent to any novation. This Contract is personal to you and it may not be assigned by you.

10.6 Nothing in this Contract is intended to or will grant any right, to any third party to enforce any Terms of this Contract, be it express or implied.

10.7 Incorporation of your business: Until you are informed in writing by Us that either the status of the account has been amended to a limited company or a fresh account opened all orders will continue to be debited to the current account and you will remain responsible to us.

11. CANCELLATION

11.1 The Company (H&B Specialist Supplies Ltd) will be entitled without prejudice to the Company’s other rights, either to cancel or terminate the contract or to suspend any further deliveries in any of the following events:--Non-compliance by The Buyer with the Company’s terms of payment-Delays in payment when the credit has been granted but the value of the order exceeds the total credit limit granted-Delays in payment when the Contract is based on Pro Forma basis with payment in full required prior to goods being delivered

11.2 Cancellation of orders cannot be accepted without the prior written consent of the Company (H&B Specialist Supplies Ltd and on condition that all costs and expenses incurred by the Company (H&B Specialist Supplies Ltd) up to the time of cancellation, and/or all loss of profits and other loss or damage resulting to the Company (H&B Specialist Supplies Ltd) by reason of such cancellation will be reimbursed by the Buyer to the Company (H&B Specialist Supplies Ltd) forthwith.

11.3 Any Non-Standard / Non-Stock / Bespoke Products or goods that have been modified or painted to the Buyers instruction/specifications will be exempt from cancellation and cannot be returned for a refund or credit.

11.4 Cancellation of orders for standard products may incur a standard re-stocking charge of 25% but this might be greater depending on the goods.

12. INVOICINGBYEMAIL

The Seller has the right to invoice the customer by e-mail where the customer has consented to invoices being submitted in this manner. Where invoices are sent out using electronic mail they will be deemed to have been received by the customer on the date when they are sent provided that the electronic mail is transmitted between the hours of 9.00 am and 5.00 pm on a day between Monday and Friday not being a Bank Holiday (a Business Day). If the mail is sent to the customer outside of these times then the customer will be deemed to have received the invoice on the next Business Day following.

13. PRIVACY POLICY

At H&B Specialist Supplies Ltd we adhere to a strict Privacy Policy to ensure that our customers may purchase from us with absolute confidence that their information and data will not be shared with any 3rdparty providers for marketing purposes. Information obtained from the customer is stored securely within our systems and is only used for the purpose of fulfilling customer orders, and on the basis of the need to contact the customer for any of the following: deliveries, invoices, statements, and any issues arising from these. Our full Privacy Policy is detailed on our site and is governed by a firm set of principles to protect the privacy of all individuals who purchase from us. For any further information on our Cookies & Privacy Policy, you can contact sales@hbspecialistsupplies.com to request a copy or refer to the full policy as displayed on our website.

14. CALL RECORDING

At H&B Specialist Supplies Ltd we record our telephone calls for quality assurance, training and record-keeping purposes. We may monitor and record calls for security, compliance, and service improvement. Any personal information shared during these calls will be treated in accordance with our Privacy Policy.