Conditions générales de ventes - HIFI FILTER UK

Who we are and how to contact us
The following are the Terms and Conditions of Sale (Conditions) of HIFI FILTER UK LTD, a company registered in England and Wales with company number 3226779 and whose registered office is at Unit H, Longacre, Willenhall, West Midlands, England, WV13 2JX.
We can be contacted by post at the above address or:
By telephone on 01902 491118; or
By email at sales@hifi-filter.co.uk.
If we need to contact you in connection with an order or enquiry you have placed with us we will do so by telephone or by writing to or emailing you at the address you have provided to us when contacting you.
The customer's attention is drawn in particular to clauses 7 and 9.2 of these Conditions.
 
1. INTERPRETATION
1.1 Definitions:

• "Business Day": a day, other than a Saturday, Sunday or public or bank holiday in England.
• "Conditions": the terms and conditions set out in this document as amended from time to time in accordance with clause 10.3.
• "Contract": the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
• "Customer": the person or firm who purchases the Goods from the Supplier.
• "Delivery Location": has the meaning given in clause 3.5.
• "Force Majeure Event": an event, circumstance or cause beyond a party's reasonable control including acts of God, flood, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war or riots, war, threat of or preparation for war, armed conflict; imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; change of applicable law or regulation; removal or withholding of any necessary consent or licence; collapse of buildings, fire or explosion; strikes; failure or delay by any manufacturer or supplier of the Goods relied upon by the Supplier to deliver the Goods to the Supplier; or interruption or failure of utility service.
• "Goods": the goods (or any part of them) set out in the Order.
• "Order": the Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of the Supplier's quotation, or placed through the Supplier’s website as the case may be.
• "Specification": any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
• "Supplier": Hifi Filter UK Ltd (registered in England and Wales with company number 03226779 ).
• "Warranty Period": has the meaning given in clause 4.1.

1.2 Interpretation:

• (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• (b) A reference to a party includes its successors and permitted assigns.
• (c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
• (d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• (e) A reference to writing or written excludes fax but includes email.

2. BASIS OF CONTRACT

• 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
• 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. It is the Customer’s responsibility to ensure that the terms of the Order and any applicable Specification are complete and accurate and that the Goods selected are appropriate for their intended use and operating conditions.
• 2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order or, if earlier, takes steps to deliver the Goods, at which point and on which date the Contract shall come into existence. The Supplier might not accept an Order because the Goods ordered are unavailable or because it is otherwise not practicable to supply the Goods on the basis provided under the Order
• 2.4 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
• 2.5 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures (whether digital or otherwise) or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. The colour of Goods may differ from how it appears in these advertising materials.
• 2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. Subject to the Supplier’s right to withdraw a quotation at any time or to any other period of validity specified by the Supplier, a quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. GOODS

• 3.1 The Goods are described in the Supplier's digital catalogue as modified by any applicable Specification. The dimensions of the Goods are manufactured to tolerances determined by the manufacturer of the Goods who supplies the Goods. It is the Customer's responsibility to check that the tolerances are suitable for the Customer’s proposed use of the Goods. The Supplier shall provide available information regarding tolerances applicable to Goods on request.
• 3.2 To the extent that the Supplier manufactures (or appoints a third party to manufacture) the Goods in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all losses incurred by the Supplier as a result of any claim that the Supplier's use of the Specification infringes the intellectual property rights of any third party. This clause 3.2 shall survive termination of the Contract.
• 3.3 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement or to make minor technical changes or improvements to the Goods.
• 3.4 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows details of the Order and the Goods and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered
• 3.5 Subject to clause 3.6, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.
• 3.6 The Customer may, with the prior written approval of the Supplier only, collect the Goods from the Supplier's premises or such other location as may be advised by the Supplier prior to delivery ("Collection Location") within three Business Days of the Supplier notifying the Customer that the Goods are ready.
• 3.7 Delivery is completed on the completion of unloading of the Goods at the Delivery Location or on completion of loading of the Goods at the Collection Location, as the case may be.
• 3.8 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. If delivery of the Goods is delayed as a result of a Force Majeure Event the Supplier shall advise the Customer and take reasonable steps to minimise the delay. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or to fail to sign for the Goods on delivery.
• 3.9 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
• 3.10 If the Customer fails to accept delivery of the Goods or to collect the Goods, as the case may be, within three Business Days of the Supplier notifying the Customer in writing that the Goods are ready for delivery or collection, then, except where such failure is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
  
  • (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
  • (b) the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).
  
  
• 3.11 If ten Business Days after the date on which the Supplier notified the Customer that the Goods were ready for delivery or collection the Customer has not accepted actual delivery of, or collected, them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, charge the Customer for any shortfall below the price of the Goods.
• 3.12 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice in writing from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
• 3.13 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4. QUALITY

• 4.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery ("Warranty Period"), the Goods shall:
  (a) conform in all material respects with their description; and
  (b) be free from material defects in design, material and workmanship; and
  (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
• 4.2 Subject to clauses 4.3 to clause 4.5, if:
  (a) during the Warranty Period, the Customer gives notice in writing to the Supplier within a reasonable time of discovery (as provided in clause 4.3) that some or all of the Goods do not comply with the warranty set out in clause 4.1;
  (b) the Supplier is given a reasonable opportunity of examining such Goods and/ or if requested by the Supplier provided with photographic evidence of any defect in relation to the Goods; and
  (c) the Customer (if asked to do so by the Supplier) returns such Goods together with a sample of the oil used with the Goods to the Supplier's place of business within 15 days of the discovery of the defect;
  the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 4.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
• 4.3 The Customer should inspect the Goods for signs of damage on or as soon as reasonably practicable following delivery and notify the Supplier by telephone or email:
  (a) in the case of damage, within 3 Business Days; and
  (b) in the case of missing or incorrect Goods, within 7 Business Days.
• 4.4 Where Goods are purchased to replace a similar product, the Customer must inspect the Goods prior to installation to ensure that they are the correct equivalent or sufficiently similar Goods to replace the product to be replaced and following installation must check any seals and the operation of the Goods in accordance with any instructions provided with the Goods and good trade practice.
• 4.5 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 4.1 if:
  (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2;
  (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
  (c) (unless the Supplier has been advised of and approved in writing the application and operating conditions) the defect arises as a result of the use of the Goods for applications or under operating conditions for which the Goods are not intended
  (d) the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;
  (e) the Customer alters or repairs the Goods without the written consent of the Supplier;
  (f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
  (g) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
  (h) where and to the extent that the Supplier is not responsible as provided in clause 4.8.
• 4.6 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
• 4.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• 4.8 If any Goods not expressly sold or approved by us in writing as being suitable for use for a motorised transport application on any public highway (including but not limited to the “H-Air Filter” product range) (“Non-Road Tested Product”), is proposed to be used or customised or adapted for such an application, it is the sole responsibility of the Customer to ensure that any such Non-Road Tested Product as used, customised or adapted is tested and, where required by applicable law, certified as being suitable for such an application. The maintenance conditions set out in the instruction manuals accompanying such Goods or otherwise provided or made available to the Customer must also be complied with to avoid damaging the Goods or adversely affecting their performance.”
• 4.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5. TITLE AND RISK

• 5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
• 5.2 Title to the Goods shall not pass to the Customer until the earlier of:
  (a) the Supplier receiving payment in full (in cash or cleared funds) for the Goods; and
  (b) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 5.4.
• 5.3 Until title to the Goods has passed to the Customer, the Customer shall:
  (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
  (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1(b) to clause 8.1(d); and
  (e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
  (i) the Goods; and
  (ii) the Customer's ongoing financial position.
• 5.4 Subject to clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
  (a) it does so as principal and not as the Supplier’s agent; and
  (b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
• 5.5 At any time before title to the Goods passes to the Customer, the Supplier may:
  (a) by notice in writing to the Customer, terminate the Customer's right under clause 5.4 to resell the Goods or use them in the ordinary course of its business; and
  (b) require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them. The Customer shall procure entry to any such third party's premises if requested to do so by the Supplier.

6. PRICE AND PAYMENT

• 6.1 The price of the Goods shall be the price set out in the Supplier’s quotation, published on the Supplier’s website or otherwise advised or agreed by the Supplier in writing. Any price or price list for the Goods published by the Supplier may be changed at any time by the Supplier with immediate effect without notice provided that (subject to clause 6.2) any increase in the price of Goods shall not affect any Order accepted by the Supplier prior to the change in price.
• 6.2 The Supplier may, by giving notice in writing to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  (a) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
  (b) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.
• 6.3 The price of the Goods:
  (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
  (b) (unless otherwise agreed or where the Customer is to collect the Goods) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be as advised by the Supplier and invoiced to and payable by the Customer.
• 6.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery pursuant to clause 3.7 or clause 3.10 (as the case may be).
• 6.5 The Customer shall pay each invoice submitted by the Supplier in the currency specified in the invoice:
  (a) unless otherwise agreed or required by the Supplier in writing, within 30 days of the end of the month in which the invoice is raised; and
  (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, andtime for payment shall be of the essence of the Contract.
• 6.6 The Supplier may provide a credit account to a Customer for a credit amount to be determined by the Supplier in the Supplier’s absolute discretion. The Customer must complete and sign and submit an application in the form required by the Supplier and provide such financial information relating to the Customer as the Supplier requires for the purpose of considering any credit facility to be provided to the Customer. Credit facilities may be reduced, suspended or withdrawn by the Supplier at any time including but not only in circumstance where the Customer has been late in making any payment due to the Supplier or has exceeded any credit limit specified by the Supplier.
• 6.7 Payments should be made to the bank account nominated by the Supplier by BACS transfer or by card payment. The Supplier does not accept payments in cash or by cheque.
• 6.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier's remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• 6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. LIMITATION OF LIABILITY

• 7.1 The Customer is responsible for making its own arrangements for the insurance of any liability in excess of the limits provided in this clause 7.
• 7.2 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
• 7.3 Nothing in the Contract limits any liability for:
  (a) death or personal injury caused by negligence;
  (b) fraud or fraudulent misrepresentation;
  (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  (d) defective products under the Consumer Protection Act 1987; or
  (e) any liability that cannot legally be limited
• 7.4 Subject to clause 7.3, the Supplier's total liability to the Customer shall not exceed 300% of the price of the Goods ordered under the Order in relation to which a claim is made.
• 7.5 Subject to clause 7.3, the following types of loss are wholly excluded:
  (a) loss of profits (including loss of anticipated savings);
  (b) loss of sales or business;
  (c) loss of agreements or contracts;
  (d) loss of use or corruption of software, data or information;
  (e) loss of or damage to goodwill; and
  (f) indirect or consequential loss.
• 7.6 This clause 7 shall survive termination of the Contract.

8. TERMINATION

• 8.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer or require payment in advance of the price of the Goods or an acceptable guarantee of payment from a third party if:
  (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of it being notified in writing to do so;
  (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  (d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
• 8.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(b) to clause 8.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
• 8.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
• 8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.
• 8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
• 8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

9. FORCE MAJEURE

• 9.1 Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving not less than 10 days' written notice to the affected party.
• 9.2 The Customer expressly acknowledges and agrees that the Supplier may not be the manufacturer of the Goods and that the Supplier relies on the manufacturer of the Goods to manufacture and supply the Goods to the Supplier for sale to the Customer and that accordingly failures or delays in the supply of Goods caused by the manufacturer may constitute a Force Majeure Event.

10. GENERAL

• 10.1 Assignment and other dealings.
  (a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
  (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
• 10.2 Entire agreement.
  (a) The Contract constitutes the entire agreement between the parties.
  (b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation based on any statement in the Contract.
• 10.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
• 10.4 Notices.
  (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
  (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  (ii) sent by email to the email address of an officer or employee of the receiving party who has had involvement in dealings in relation to the Contract.
  (b) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
• 10.5 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
• 10.6 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.