TERMS AND CONDITIONS OF SALE
SJC Hutchinson (Engineering) Limited Terms and Conditions for the Sale of Goods
1.0 Application and Entire agreement
1.1 These Terms and Conditions will apply to the purchase of the goods detailed in our quotation by the Buyer (you) from SJC Hutchinson Engineering Ltd, the Seller (we or us).
1.2 These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation from the date of any delivery of the Goods (whichever occurs earlier) and will constitute the entire agreement between us and you.
1.3 These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you to exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 A “business day” means any day other than a Saturday or Sunday or a bank holiday in the United Kingdom.
2.2 The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
2.3 Words imparting the singular number include the plural and vice-versa.
3.1 The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. Acceptance of the quotation is acknowledgement that you have not relied upon any statement, promise or representations about the Goods by us.
3.2 We can make changes to the specification of the Goods which are required to conform to any applicable health and safety or other regulatory requirements, but will only do so following a discussion with you.
4.1 The price (Price) of Goods is set out in our quotation current at the date of your Purchase Order, or such other price as we may agree in writing.
4.2 If the cost of the Goods to us increases due to factors beyond our control including, but not limited to, raw material costs, treatment costs, alteration of currency exchange rates of duties, or changes to delivery rates, we reserve the right to increase the Price prior to delivery.
4.3 Any such increase to the Price, as listed in 4.2, will only happen after discussions with you.
5.0 Cancellation and Amendments
5.1 The quotation (including any non-standard price negotiated in accordance with clause 4.1) is valid for a period of thirty (30) days from the date of the quotation unless expressly withdrawn by us prior to your acceptance.
5.2 Either party can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
6.1 We will invoice you for the Goods either:
6.1.1 at time of despatch of the Goods where we deliver them; or
6.1.2 where the Goods are to be collected by you, or your appointed carrier, or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are available for collection, or we have tried to deliver them unsuccessfully.
6.2 The payment terms are those as outlined in our quotation, but are normally thirty (30) days from invoice date.
6.3 If you do not pay within the period set out in clause 6.2, we reserve the right to suspend further scheduled deliveries without limiting any of our other rights or remedies for statutory interest, charged at the rate of 8.0% per annum above the Bank of England interest rate applicable at that time.
7.1 We will arrange for delivery of the Goods, in accordance with the agreed delivery schedule specified on the Purchase Order, to the address shown on the Purchase Order, or to another location when agreed in writing.
7.2 If a delivery address is not specified at time of quotation, then you must collect the Goods from our premises when advised.
7.3 Subject to specific terms of any special delivery service, delivery can take place, and must be accepted, at any time between 8am and 5pm on a Business Day (Monday to Friday excluding UK Bank Holidays).
7.4 If you do not take delivery of the Goods on the agreed specified dates we reserve the right to store or arrange storage of the Goods, and may charge you for all associated costs and expenses, including, but not limited to, transportation, storage and insurance costs.
8.0 Inspection and Acceptance of Goods
8.1 You are required to inspect the Goods within 48 hours of receipt and to notify us immediately, in writing, if you find damage or shortages.
8.2 We will have no liability or further obligation in relation to the Goods if:
8.2.1 You fail to provide us notice as set out above; and/or
8.2.2 The defect arises because you did not follow our oral or written instructions about storage, commissioning and installation.
8.3 Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 72 hours after delivery.
The warranty applicable to the Goods is as listed on our website:
10.0 Risk and Title
10.1 The risk in the Goods will pass to you on completion of the delivery.
10.2 Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for:
10.2.1 the Goods and/or
10.2.2 any other goods or services that we have supplied to you in respect of which payment has become due.
11.1 We can terminate the sale of Goods under this contract where:
11.1.1 you commit a material breach of your obligations under these Terms and Conditions;
11.1.2 you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors.
11.1.3 You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
11.1.4 You convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para.14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
12.0 Limitation of Liability
12.1 Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
12.2 Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979)
are excluded to the fullest extent permitted by law.
12.3 If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
12.4 Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
12.5 We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
12.5.1 Any indirect, special or consequential loss, damage, costs or expenses; and/or
12.5.2 Any loss of profits; loss of anticipated profits; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
12.5.3 Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
12.5.4 Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
12.5.5 Any loss relating to the choice of the Goods and how they will meet your purpose or use by you of the Goods supplied.
12.6 The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; or for fraud or fraudulent misrepresentation.
13.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
13.2 Notices will be deemed to have been duly given:
13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
13.2.2 when sent, if transmitted by email and a successful transmission report or return receipt is generated;
13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail; or
13.2.4 on the tenth business day following mailing, if mailed by airmail.
13.3 All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.
14.0 Data Protection
14.1 When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
14.2 The parties agree that where such processing data takes place, the Buyer shall be the ‘data controller’ and the Seller ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
14.3 For avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
14.4 The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
14.5 The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
14.6 The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection is specified in its Data Protection Policy, which can be found on our website – www.hutchinson-engineering.co.uk . For any enquiries or complaints regarding data privacy, you can contact Thomas Holmes at the following email address, firstname.lastname@example.org.
15.0 Circumstances beyond the control of either party
Neither party shall be liable for any failure in performing their obligations where such failure or delay results from any cause beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
16.0 No Waiver
No waiver by us of any breach of these Terms and Conditions by you shall be considered a waiver of any subsequent breach of the same or any other provision.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
18.0 Law and Jurisdiction
These Terms and Conditions shall be governed by and interpreted according to English law and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Northern Ireland courts.