HUTCHINSON & DIBLEY LTD
TERMS AND CONDITIONS OF
BUSINESS
1)
Definitions:
a) “we” or “our” or “ours”
or “us” or “the company” means Hutchinson & Dibley Limited
b) “Client” means any person who is or has been in receipt
of the goods or services from us.
c) “Confidential
Information” means any information of a confidential nature concerning the
business, affairs, customers, clients or suppliers of the other party or of any
member of its Group, including but not limited to information relating to a
party's operations, processes, plans, product information, know-how, designs,
trade secrets, software, market opportunities and customers.
d) “Group” means in
relation to a company, that company, any subsidiary or holding company from
time to time of that company, and any subsidiary from time to time of a holding
company of that company.
2) Terms
and Conditions of Trading
a) These Terms and Conditions govern all business conducted by us
b) The Company only enters into a transaction on the condition
that these Terms and Conditions apply exclusively.
c) In the event that the Client proffers his own Terms and
Conditions the transaction is only accepted on condition that either those
Terms and Conditions do not differ from our own or that the Client agrees
to waive such Terms and Conditions as differ from ours.
d) Any variation of these Terms and Conditions must be in writing
and signed on our behalf by an authorised person.
3) Price
and payment.
a) All prices are quoted without VAT which is payable, where applicable,
at the prevailing rate.
b) All estimates issued whether for goods or services shall be
subject to:
i) variations in the price of services or materials between the
date of the estimate and the completion of the work (other than where the
estimate is shown as a time limited fixed price) and
ii) further work or materials which are
found to be necessary for the satisfactory completion of the work
c) All quotations shall be time limited for 28 days unless
expressly stated otherwise.
d) The Client will pay all accommodation and travelling
charges incurred by our staff for work carried out away from the Company’s
offices or for subcontractors who have travelled especially to perform work for
the client at any location including our own unless agreed prior to
commencement. Any Expenses quoted are estimated and actual expenses may vary.
e) Invoices are payable in full within 28 days of the invoice date . There are NO exceptions to this. We will cease supply
immediately if these conditions are breached.
f) Title to all goods supplied by
Hutchinson & Dibley Ltd remain the property of
Hutchinson & Dibley Ltd until paid for in full by
the client.
4)
Completion of work
a) We will use our best endeavours to complete work
or supply goods or services in a reasonable time. Where we are prevented
from so doing by strikes, industrial disputes, fires, accidents, adverse
weather conditions, default by a subcontractor, non
delivery or non availability of parts or materials, or similar circumstances
then the period for the completion of the work or the supply of goods or the
provision of services shall be extended by such time as is reasonable.
b) All orders are subject to availability. Acceptance of your
Order does not signify availability of the Products or Services.
c) Hutchinson & Dibley Ltd reserves
the right to amend its services in the event of circumstances beyond its
control
5)
Cancellation
a) In the event of cancellation by the Client of work or
goods ordered the Client agrees to indemnify us for any loss
incurred wholly or partially by the cancellation. In particular we are entitled
to be paid for:
i)
services performed to the date of cancellation
ii) the cost of any goods or materials
purchased
iii) any penalties which we have incurred
or might incur as a result of the cancellation.
6)
Subcontracting work or services
i) We may
in our absolute discretion allocate work to a subcontractor
7)
Warranties
a) Workmanship
i) In respect
of a defect arising following completion of work and which in the Client’s
opinion is due to our defective workmanship we will carry out the
necessary corrective work free of charge provided that: (1) The defect is
notified to us promptly and in any event not later than 7 days after the
Client is likely to have become aware of the defect (2) We agree that
the defect is caused by our workmanship (3) No alteration or repair has
been effected except by us (4) The defect has occurred within 1 calendar
month from the date of completion of the work
b) Goods or Services
supplied
i) Warranty
for all new motors, actuators and actuator parts is 12 months from invoice
date. Warranty on all rebuilt and reconditioned motors, actuators and actuator parts is 3 months from invoice date.
ii) All claims under such warranty must be notified to us in
writing as soon as is reasonably practicable and in any event not later than 7
days after the Client is likely to have become aware of such defect.
iii) The Client must afford us all cooperation as we
may reasonably request in the processing of any warranty claim
iv) We will not
be liable for any expenses, costs and charges incurred by the Client in
dealing with the warranty claim
v) The Client will meet our reasonable charges and
expenses incurred in assisting the Client to process the claim
vi) Where the Client
has ordered goods incorrectly, Hutchinson & Dibley
reserve the right to impose a charge to rectify the error
8)
Liability
a) Under
no circumstances shall Hutchinson & Dibley Ltd be
liable to you for any damages, including without limitation any damages for
lost profits or business, loss of goodwill, interruption of business, or for
any exemplary, punitive, special, indirect, incidental, consequential, special
or punitive damages, regardless of whether such claim arises under any theory
of tort, contract, strict liability or otherwise and regardless of whether
Hutchinson & Dibley Ltd is advised of the
possibility of any such damages.
9) Confidentiality
a) Each party undertakes that it shall not at any time during this
agreement and for a period of two years after termination disclose to any
person any Confidential Information, except as permitted by clause 9) b).
b)
Each party may disclose the other party's Confidential Information:
i) to its
employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know this
information for the purposes of carrying out the party's obligations under this
agreement, provided that the disclosing party takes all reasonable steps to
ensure that its Representatives comply with the confidentiality obligations
contained in this clause 9) as though they were a party to this agreement. The
disclosing party shall be responsible for its Representatives' compliance with
the confidentiality obligations set out in this clause 9); and
ii) as may be required by law, a court of
competent jurisdiction, or any governmental or regulatory authority.
c) Each party reserves all rights in its Confidential Information.
No rights or obligations in respect of a party's Confidential Information other
than those expressly stated in this agreement are granted to the other party or
to be implied from this agreement. In particular, no licence is hereby granted
directly or indirectly under any patent, invention, discovery, copyright or
other intellectual property right held, made, obtained or licensable by either
party now or in the future.
10)
Jurisdiction
a) This
contract is governed by English law and the English courts shall have exclusive
jurisdiction. Proceedings against a foreign Client may be served by post
addressed to him at any consulate of his country of residence or domicile.
11)
Indemnity
The buyer shall indemnify the
company against all claims made against the company by a third party in respect
of the goods supplied by the company.
12)
Severability
If any part of these
terms and conditions is found to be illegal, void or unenforceable for any
reason, then such clause or section shall be severable from the remaining
clauses and sections of these terms and conditions which shall remain in force.
13) Force
Majeure
In the
event that an order or orders cannot be met due to circumstances outside the
control of the Company, the Company cannot be held responsible for non-delivery
or any costs relating to non-delivery.
14) Data
Protection:
a)
Compliance with Data Protection legislation. Where appropriate and in
particular as set out in Clause 1.2 Clients shall be responsible for
ensuring that any formalities required by the Data Protection Act 1998 and any
other legal statute, enactment or requirement of any relevant jurisdiction
including without limitation UK and EU Law entailing or flowing from this
Agreement are complied with and shall indemnify the Company against any
claims resulting from a breach of this provision.
15)
Registered Office
HUTCHINSON
& DIBLEY Ltd, Brigadoon, Bolter End Lane, Bolter End, High Wycombe, HP14 3LU