Quotation and prices
The prices, quantities and delivery stated in any quotation shall not be binding on HARDWARE ASSOCIATES LIMITED unless and until HARDWARE ASSOCIATES LIMITED has confirmed in writing its acceptance of an order placed by the buyer in accordance with the quotation. Prices stated in HARDWARE ASSOCIATES LIMITED’s acknowledgement of the order for imported goods are based on the relevant currency/sterling exchange rate in force at the date thereof. If between the date of the acknowledgement of the order and the date of the invoice the value of sterling has fallen against the relevant currency, the prices of the goods may be increased accordingly. The exchange rate in force at any particular date shall be the lower or relevant currency sterling exchange rate as published in the Financial Times on the date or, if no such rate is published, HARDWARE ASSOCIATES LIMITED shall in its reasonable opinion determine as the current exchange rate. If between the date of the acknowledgement of the order and the date of delivery the cost of the goods to HARDWARE ASSOCIATES LIMITED shall have materially increased by causes other than the movement of the exchange rate, the price of the goods to the buyer may be increased accordingly without prior notice. HARDWARE ASSOCIATES LIMITED shall notify the buyer of any such price variation before the despatch of the goods and the buyer shall be part of the order that remains outstanding by written notice to HARDWARE ASSOCIATES LIMITED delivered within seven days of such notification without incurring liability to HARDWARE ASSOCIATES LIMITED. If such written notice is not received within the time specified it shall be deemed that price variation has been accepted by the buyer and it shall be incorporated into the order. Unless otherwise stated prices are ex-work and exclusive of value added tax.
Goods will be supplied in accordance with HARDWARE ASSOCIATES LIMITED’s standard specification for the relevant type. HARDWARE ASSOCIATES LIMITED reserves the right to make such improvements to and/or modifications of such specifications, as HARDWARE ASSOCIATES LIMITED deems desirable.
The specification for packaging the products shall be entirely at the discretion of HARDWARE ASSOCIATES LIMITED, who shall have the right to pack all products in such a manner and with such materials and in such quantities as it, in its absolute discretion, thinks fit and shall not be obliged to comply with any packaging instructions or requests of the buyer.
Delivery and risk
A. The buyer shall be bound to accept delivery of the goods by instalments and shall not be entitled to reject delivery or part delivery of the goods ordered; defects in quality or dimensions of all or part of the goods in any instalment shall not be a ground for cancellation of the remainder of the order. Goods signed for as received in good condition shall from thereon be deemed as such and the buyer can make no future returns/complaints claims concerning the goods.
B. HARDWARE ASSOCIATES LIMITED shall be under no liability for direct or consequential loss in respect of delay or the consequences of any delay in full or part delivery or for any failure to delivery caused by acts of war, sabotage, insurrection, civil or other disorders, acts of god, lack of fuels, raw materials or machinery of technical breakdown or by any other occurrence beyond HARDWARE ASSOCIATES LIMITED’s reasonable control. This clause applies to any of these causes occurring either in the United Kingdom or in the country of origin of the goods, or in any country through which the goods may travel in the course of delivery. In such an event HARDWARE ASSOCIATES LIMITED shall apportion its available products and delivery capabilities among its customers, as it thinks fit.
C. No order accepted by HARDWARE ASSOCIATES LIMITED can be cancelled or suspended by the buyer except with consent of HARDWARE ASSOCIATES LIMITED in writing. HARDWARE ASSOCIATES LIMITED shall have no liability for any consequential loss caused by any cancellation or suspension of an order.
D. Should delay in delivery be caused by the buyer, HARDWARE ASSOCIATES LIMITED may store the goods at the sole risk and at the expense of the buyer and payment for the goods may, at HARDWARE ASSOCIATES LIMITED’s discretion, be due on the date on which the consignment was ready for delivery.
E. Unless acceptable specific instructions are received from the buyer, HARDWARE ASSOCIATES LIMITED shall select a suitable carrier for the goods. Delivery of the goods in good condition to such a carrier shall constitute delivery to the buyer and the risk in the goods shall pass to the buyer at this point. Any mis-delivery, breakage or other damage, howsoever caused, shall thereupon be the responsibility of the buyer who will also be responsible for obtaining and paying for insurance and carrying out negotiations in the event of any such loss, mis-delivery, breakage or other damage regardless of the fact that insurance may have been secured by HARDWARE ASSOCIATES LIMITED.
Property in the goods
A. Property in the goods will not pass to the buyer until payment of the price for the goods and of all money owed by the buyer to HARDWARE ASSOCIATES LIMITED has been made in full.
B. The buyer will hold the goods as HARDWARE ASSOCIATES LIMITED’s bailee and fiduciary agent.
C. The buyer will store the goods separately from other goods so that they can be identified as HARDWARE ASSOCIATES LIMITED property and keep it protected and insured.
D. Until such time as property in the goods passes to the buyer, HARDWARE ASSOCIATES LIMITED shall be entitled at any time to require the buyer to deliver up the goods to HARDWARE ASSOCIATES LIMITED and if the buyer fails to do so forthwith to enter upon any premises of the buyer or any third party where the goods are believed to be stored and repossess the goods.
E. If notwithstanding the above:
F. The buyer purports to sell the goods prior to making payment to HARDWARE ASSOCIATES LIMITED; therefore, the buyer shall without prejudice to HARDWARE ASSOCIATES LIMITED (and in any other right in respect of such wrongful sale) hold the proceeds of sale on trust to HARDWARE ASSOCIATES LIMITED as HARDWARE ASSOCIATES LIMITED’s fiduciary agent and kept separate from any other moneys;
G. The goods are admixed with or affixed to property goods or materials property in which title is not vested in HARDWARE ASSOCIATES LIMITED such composite product will be deemed to be owned in common by HARDWARE ASSOCIATES LIMITED with that person.
A. All orders are subject to credit approval before acceptance. Payment shall be made in cash, by banker's draft, tele transfer, major credit cards, and cheque upon clearance on the date of invoice without any deductions, and the time within which the buyer is to pay for the goods shall be of the essence of the contract. HARDWARE ASSOCIATES LIMITED reserves the right to make delivery subject to immediate cash payment. Where the goods are sold by mail order, payment shall be made in such manner HARDWARE ASSOCIATES LIMITED requires:
B. Bills of exchange, banker’s draft and letters of credit shall be accepted only by prior agreement in writing and the buyer will be liable for any discounting of bank charges incurred.
C. If the buyer defaults in making payment, HARDWARE ASSOCIATES LIMITED may decline to make further deliveries without in any way affecting its rights under, or repudiating the contract. If despite any default by the buyer, HARDWARE ASSOCIATES LIMITED continues to supply goods, this shall not constitute a waiver or in any way prejudice HARDWARE ASSOCIATES LIMITED’s legal remedies for any defaults.
D. Interest is chargeable on all outstanding invoices from the date of invoice at the rate of 3% above the HSBC Bank base rate compounded for the period from the date of invoice until the date of payment. HARDWARE ASSOCIATES LIMITED waives the right to claim such interest if payment is made within 7 days of the date of invoice without any deduction.
E. Should the financial position of the buyer deteriorate significantly before payment is due, HARDWARE ASSOCIATES LIMITED shall be entitled to demand immediate payment or security from the buyer. The financial position of the buyer shall be deemed to have deteriorated significantly if, but not only if any distress of execution shall be levied upon the buyer, his property or assets, or if the buyer shall make or offer to make any arrangement or if any petition or receiving order in bankruptcy shall be presented, or has made any arrangement or composition with creditor.
A. The buyer shall inspect the goods immediately on arrival thereof and shall within 3 days of their arrival give notice in writing to HARDWARE ASSOCIATES LIMITED for any defect in the goods or any other matter by reason whereof he alleges that the goods are not in accordance with the contract. If the goods are in accordance with the contract and shall be deemed to be free of defects and in all respects are in accordance with the contract then the buyer shall be bound to accept and pay for them accordingly. If the buyer gives such notice and delivered goods are proved to be defective HARDWARE ASSOCIATES LIMITED shall at its discretion replace or repair the goods free of charge.
B. HARDWARE ASSOCIATES LIMITED warrants for a period as specified on invoice return to base from the date of despatch that the goods shall be free from defects in material and workmanship. If there is such a defect in material or workmanship in the said period HARDWARE ASSOCIATES LIMITED shall at its own discretion replace or repair the goods free of charge and the buyer shall have no further right to damage or otherwise against HARDWARE ASSOCIATES LIMITED. The buyer must return all defective goods.
C. This warranty will not extend to faults caused by incorrect or inappropriate use or handling of the goods nor to any goods which have been repaired or in any way altered without the consent of HARDWARE ASSOCIATES LIMITED in writing, nor to any consequential loss, damage or expense howsoever arising.
D. If the goods have been accepted as free from defect and are in accordance with the description of said goods as applied at the point of sale, then Hardware Associates can at its discretion from the written request of the buyer accept the return of such goods but at a restocking charge of 20% of the original value of the invoice.
E. Goods must be returned in original packaging and in a re-saleable condition. Failure to do so will invalidate the warranty. Products shall be returned at the buyer's expense howsoever arising.
F. No other conditions or warranty is made, given, or to be implied as to the merchantability, quality, life or wear of the goods supplied or that they will be suitable for any particular use or for use under any particular conditions notwithstanding that such purpose or condition may be known to HARDWARE ASSOCIATES LIMITED.
G. This warranty will not extend to faults caused by incorrect or inappropriate use of any third party software supplied with the equipment.
H. The buyer's statutory rights are not affected by any of the foregoing.
If and to the extent that any clause or clauses of these terms and conditions of sale should prove invalid, the remaining provisions and the contract shall remain valid and binding. Any valid clauses shall be renegotiated with the intention of replacing such clauses by new provisions with similar economic implications. Such substituted provisions shall be binding on both parties.