HGL PURCHASE TERMS AND CONDITIONS
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.4.
Contract: the contract between HGL and the Supplier for the sale and purchase of the Goods or Services, as applicable, in accordance with these Conditions.
HGL: HYDROVATION GROUP LIMITED (registered in England and Wales with company number 14492029).
Customer Materials: has the meaning set out in clause 9.
Delivery Date: the date specified in the Order, or, if none is specified, within 30 days of the date of the Order.
Delivery Location: the address for delivery of Goods as set out in the Order, if none is specified, as set out by HGL.
Goods: the goods set out in the Order.
Order: HGL’s order for the Goods of Services from the Supplier, as set out in HGL’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
Services: the Services set out in the Order.
Specification: any specification for the Goods or Services that is agreed in writing by HGL and the Supplier.
Supplier: the person or firm from whom HGL purchases the Goods or Services.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier 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 HGL to purchase, as applicable, the Goods or the Services in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Order; and
(b) the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by HGL expressly or by implication, and in this respect HGL relies on the Supplier’s skill and judgement;
(c) where they are manufactured products, be free from defects
in design, material and workmanship and remain so for 12 months after delivery; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3 HGL may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing
shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
3.4 If following such inspection or testing HGL considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, HGL shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 HGL may conduct further inspections and tests after the Supplier has carried out its remedial actions.
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires HGL to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging
material shall be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
(a) on the Delivery Date;
(b) at the Delivery Location; and
(c) during Business Hours, or as instructed by HGL.
4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
4.4 The Supplier shall not deliver the Goods in instalments without HGL’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle HGL to the remedies set out in clause 7.
Title and risk in the Goods shall pass to HGL on completion of delivery.
6.1 This clause 6 shall apply when the Supplier is providing Services to HGL.
6.2 The Supplier shall supply the Services to HGL from the date specified by HGL in accordance with the Contract.
6.3 In performing the Services the Supplier shall meet, and time is of the essence as
to, any performance dates specified by HGL.
6.4 In supplying the Services, the Supplier shall:
(a) perform the Services with the highest level of care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(b) co-operate with HGL in all matters relating to the Services, and comply with all instructions of HGL;
(c) only use personnel who are suitably skilled and experienced to perform the tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled;
(d) ensure that it obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable it to comply with its obligations in the Contract;
(e) provide all equipment, tools, vehicles and other items required to provide the Services; and
(f) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of HGL’s premises from time to time and are notified to the Supplier.
7.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, or the Services do not comply with the undertakings at clause 6.4 then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, HGL may exercise any one or more of the following rights and remedies:
(a) to terminate the Contract with immediate effect;
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by HGL in obtaining substitute goods or services from a third party; and
(f) to claim damages for any other
costs, loss or expenses incurred by HGL which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
7.2 These Conditions shall apply to any repaired or replacement Goods or Services supplied by the Supplier.
7.3 HGL’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
8.1 The price of the Goods and Services, as applicable, shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence and agreed by HGL.
8.2 The price:
(a) excludes amounts in respect of value added tax (VAT), which HGL shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) includes the costs of packaging, insurance and carriage of the Goods.
8.3 No extra charges shall be effective unless agreed in writing with HGL.
8.4 The Supplier may invoice HGL, as applicable, for the price of the Goods or Services plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the
Supplier’s VAT registration number and any supporting documents that HGL may reasonably require.
8.5 HGL shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
8.6 HGL may at any time, without notice to the Supplier, set off any liability of the Supplier to HGL against any liability of HGL to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, HGL may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by HGL of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and data supplied by HGL to the Supplier (Customer Materials) and all rights in HGL Materials are and shall remain the exclusive property of HGL. The Supplier shall keep HGL Materials in safe custody at its own risk, maintain them in good condition until returned to HGL and not dispose or use the same other than in accordance with HGL’s written instructions or authorisation.
10.1 The Supplier shall indemnify HGL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by HGL as a result of or in connection with:
(a) any claim made against HGL for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
- (b) any claim made against HGL by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
- (c) any claim made against HGL by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance
or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
10.2 This clause 10 shall survive termination of the Contract.
During the term of the Contract and for a period of two years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on HGL’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall
ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.1 In performing its obligations under the Contract, the Supplier shall:
(a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and
(b) comply with the Mandatory Policies.
13.2 Breach of clause 13.1 shall constitute an irremediable material breach of the Contract.
14.1 HGL may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. HGL shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
14.2 Without limiting its other rights or remedies, HGL may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of the Supplier being notified in writing to do so;
(b) the Supplier 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 Supplier takes any step or action in connection with the Supplier being made bankrupt,
entering any composition or arrangement with its creditors, 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];
(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Supplier’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.
14.3 On termination or expiry of the Contract, the Supplier shall immediately return all Customer Materials. If the Supplier fails to do so, then HGL may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
14.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of the Contract shall remain in full force and effect.
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for [NUMBER] [weeks OR months], the party not affected may terminate the Contract by giving [NUMBER] [days’] written notice to the affected party.
16.1 Assignment and other dealings
(a) HGL may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of HGL.
16.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of HGL. If HGL consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
16.3 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 shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by HGL.
16.5 Waiver.
(a) Except as set out in clause 2.4, waiver of any right or remedy is only effective if given in writing and shall not be deemed a
waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.6 Severance. If any provision or part- provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 16.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.7 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by email to the email specified in the Order.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is
(c)
left at the proper address;
(ii) if sent by pre-paid first- class post or other next working day delivery service, at 9.00 am on the second Business
Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business
Hours resume.
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.
9
16.8
16.9
Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
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.
16.10 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.
Hydrovation Group Limited December 2023
