1. Definitions

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (“Conditions”)

 “Buyer” shall mean the person, firm or company who purchases the Goods and/or receives the Services.

 “Company” means Hanson Contracts Limited.

 “Contract” shall mean any Contract between the Company and the Buyer for the sale and purchase of Goods or the supply of Services or a combination of both the sale and purchase of Goods and supply of Services.

 “Goods” shall mean any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

 “Services” shall mean any services agreed in the Contract to be supplied to the Buyer by the Company’.

1.2  A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Condition headings do not affect the interpretation of the Conditions.

2. Application of terms

2.1 Subject to any variation under condition 2.3 the Contract shall be on the Conditions to the exclusion of all other terms and conditions (including any terms or conditions that the Buyer purports to apply under purchase order, confirmation of order, specification or other document).

2.2 No terms and conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 The Conditions apply to all the Company’s sales and any variation to the Conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by either Simon Hanson or Andrew Hanson of the Company.

2.4 Each order or acceptance of a quotation for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy the Goods and or Services subject to the Conditions.

2.5 These Conditions supersede all terms and conditions put forward by or on behalf of the Company at any time in the past.

2.6 No order placed by the Buyer, in writing or orally, shall be deemed to be accepted by the Company until a written acknowledgement of order is sent by the Company to the Buyer or (if earlier) the Company delivers the Goods to or performs the Services for the Buyer.

2.7 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.8  Any quotation is given on the basis that no Contract shall come into existence until the Company sends an acknowledgement of order to the Buyer. Any quotation is valid for a period of [30] days only from its date, provided that the Company has not previously withdrawn it.

3. Delivery

3.1 The Company shall use all reasonable endeavours to comply with dates given for delivery of the Goods or provision of the Services. Notwithstanding the above, any dates specified by the Company are intended to be an estimate and time for delivery or performance shall not be made of the essence. If no dates are so specified, delivery shall be within a reasonable period of time.

3.2 Subject to the other provisions in the Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or provision of the Services (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 3 months.

4. Non-Delivery

4.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provided conclusive evidence to the contrary.

4.2 The Company shall not be liable for any non-delivery of the Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 10 working days of the date when the Goods would in the ordinary course of event have been received.

4.3 Any liability of the Company for non-delivery shall be limited to replacing the Goods within a reasonable period of time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

5. Risk/Title

5.1 The Goods are at the risk of the Buyer from the time of delivery.

5.2 Title to the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due in respect of;-

5.2.1                the Goods;

5.2.2                the Services (if part of the Contract); and

5.2.3               all other sums which are or which become due to the Company from the Buyer on any account.

5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

5.3.1                hold the Goods on a fiduciary basis as the Company’s bailee;

5.3.2               store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily     identifiable as the Company’s property;

5.3.3              maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

5.4 The Company shall be entitled to recover payment of the Goods notwithstanding that title of any of the Goods has not passed from the Company.

5.5 The Buyer grants the Company, its agents and employees an irrevocable licence at any reasonable time to enter any premises where the Goods are or may be stored in order to recover them where the Buyer has failed to make payment for the Goods pursuant to condition 7.

5.6 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s rights) contained in this condition 5 shall remain in effect.

6. Prices

6.1 Prices charged shall be those prices prevailing at the date of the receipt by the Company of the order from the Buyer

6.2 The Company reserves the right to alter prices without notice.

6.3 The price for the Goods and/or Services shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which the Buyer shall pay in addition when it is due to make payment under the Contract.

7.Payment

7.1 Subject to condition 7.4, payment of the price for the Goods and/or Services is due in pounds sterling 30 days following the date of the invoice.

7.2 Time for payment shall be of the essence.

7.3 No payment shall be deemed to have been received until the Company has received cleared funds.

7.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

7.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

7.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for the payment at the annual rate of 3% above the base lending rate from time to time of Barclay’s Bank PLC, accruing on a daily basis until payment is made, whether before or after judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1988.

8. Warranties & Liability

8.1 The Company warrants that the Goods will correspond with their description at the time of delivery and will be free from defects in materials and workmanship for a period of 12 months from the date of delivery of the Goods provided that:-

8.1.1     the defect in the Goods does not arise from any drawing, design, specification, material or other information supplied by the Buyer;

8.1.2     the defect does not arise from fair wear or tear, wilful damage, negligence, failure to follow the Company’s instructions (whether oral or in writing), misuse,  alteration or repair of the Goods without the Company’s approval;

8.1.1    the defect is notified to the Company within 10 working days of the Buyer discovering such defect; and

8.1.2    the total price for the Goods has been paid by the due date for payment.

8.2 The warranty in condition 8.1 does not extend to parts, material, equipment or goods not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as given by the manufacturer to the Company which the Company shall endeavour to transfer to the Buyer.

8.3 Subject to condition 8.1 and condition 8.2 if any of the Goods are accepted by the Company to be defective, the Company shall at its option either repair or replace such Goods (or the defective part of the Goods)

8.4 Subject as expressly provided in the Conditions all warranties, conditions or other terms implied by statute or common law (save for the conditions implied by section 12 of the Sales of Goods Act 19749) are, to the fullest extent permissible by law, excluded from the Contract.

8.5 The Buyer’s remedies in respect of any claim under the foregoing express warranty shall in all cases be limited to the repair or replacement of the Goods as set out in condition 8.3.

8.6 The Company does not warrant that any natural materials used in the manufacture of the Goods will not change colour, size or shape within reason. 

8.7 All samples of material submitted by the Company to the Buyer must be taken only as a fair example of the bulk.

8.8 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed under the terms of this condition 8 for the unexpired portion of the 12 month warranty period

9.Limitation of Liability

9.1 Subject to condition 3, condition 4 and condition 8, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:-

9.1.1         any breach of the Conditions;

9.1.2         any use made or resale by the Buyer of any of the Goods, or any product incorporating any of the Goods; and

9.1.3         any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

9.2 Nothing in the Conditions excludes or limits the liability of the Company;

9.2.1        for death or personal injury caused by the Company’s negligence; or

9.2.2        for fraud or fraudulent misrepresentation; or

9.2.3        for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.

9.3 Subject to condition 8.4 and condition 9.2:

9.3.1        the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

9.3.2        the Company shall not be liable to the Buyer for any pure economic loss, loss of profits, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10. Force Majeure

10.1 The Company shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods and/or Services, if the delay or failure was due to any cause beyond the Company’s reasonable control including without limitation, any strike, lock-out or other industrial action; act of God, explosion, flood, fire, storm or other natural physical disaster; war or threat of war, act of terrorism, riot or civil disturbance; late delivery or non-delivery by suppliers or sub-contractors; telecommunications or power failure or breakdown in machinery; prohibition or restriction by government or other legal authority (“Event of Force Majeure”).

10.2 The Company shall notify the Buyer, as soon as is reasonably practicable, of an Event of Force Majeure and the Buyer agrees that the period for completion of the Contract shall be extended to such extent as is reasonable having regard to the circumstances.

10.3 If an Event of Force Majeure continues for a period of more than 4 months, either party has the right to terminate the Contract immediately on written notice.

10.4 Pursuant to clause 10.3, the Buyer shall pay to the Company the value of work actually executed (including the value of all Goods and/or Services supplied or ordered by the Buyer in accordance with the Contract) up to and including the date of termination of the Contract as notified by the terminating party.

11. Assignment/Sub-Contracting

11.1 The Company may assign or sub-contract the Contract or any part of it to any person, firm or company.

11.2 The Buyer shall not be entitled to assign or sub-contract the Contract or any part of it to any person, firm or company without the prior written consent of the Company.

12. Access

12.1 If Contract work is to be performed in whole or in part at the Buyer’s premises or premises for which the Buyer is responsible, the Buyer shall effect all necessary insurances of such premises and property, including but not limited to public liability insurance.

12.2 Where the Company is required to perform work at the Buyer’s premises or some other premises specified by the Buyer, the Company shall be given uninterrupted access and reasonable facilities during normal working hours to enable the Company to undertake performance of the Contract.

12.3 The Buyer shall accept delivery of, unload, provide suitable protection for and keep all Goods delivered by the Company to the Buyer’s premises or to other premises  as specified by the Buyer from time to time.

12.4 Any delays, additional work or costs for losses caused to the Company as a consequence of the failure for any reason of the Buyer to discharge these obligations shall be charged to the Buyer as an addition to the Contract price.

12.5 For the purpose of condition 12.4 “losses caused to the Company” shall be deemed to include, without limitation, loss of the Company’s time. The value of lost time shall be calculated by the Company at the Company’s labour charge rate prevailing at the time when the loss was incurred.

12.6 In the event that the Buyer fails to give the Company uninterrupted access and reasonable facilities during normal working hours to enable performance of the Contract, the Company is entitled to render an invoice for payment of all sums due under the Contract, which sums shall become payable under condition 7.

12.7 For the avoidance of doubt, it is expressly declared that the Buyer shall not be entitled to any reduction or rebate in respect of work which the Company was unable to perform by reason of any failure to give the Company uninterrupted access and reasonable facilities to enable performance of the Contract.

13. Plant

13.1 Any plant or equipment provided by the Company in relation to performance of the Company’s obligations under the Contract is provided exclusively for use of the Company, its agents or employees, or its subcontractors.

13.2 Any person or persons other than the Company, its agents, its employees or sub-contractors who use such plant or equipment do so at the Buyer’s risk.

13.3 The Buyer shall indemnify and hold harmless the Company against all losses, claims, damages, costs and expenses incurred by the Company as a result of any use of such plant or equipment in contravention of condition 13.2.

14. General

14.1 Any notices to be served on either party by the other shall be sent by pre-recorded delivery or registered post or by fax. Any notice shall be deemed served; if posted, 48 hours after posting; and if sent by fax on a working day prior to 4pm, at the time of transmission and otherwise on the next working day.

14.2 To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed to not form part of these Conditions and it shall not affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

14.3 Each right and remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

14.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of its rights under the Contract.

14.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.7 The Conditions constitute the entire agreement and understanding between the Company and the Buyer in relation to the subject matter of these Conditions and the Buyer acknowledges that it has entered into the Contract with the Company and relies only upon the representations, warranties and promises specifically incorporated into these Conditions and save as set out herein the Company shall have no liability in respect of any representation, warranty or promise made prior to the Contract unless made fraudulently.

14.8 The formation, existence, construction and performance, validity and all aspect of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts