Terms & Conditions
a) Application & Entire Agreement
- These Terms & Conditions will apply to the purchase of goods detailed in our quotation (Goods) by the buyer (you) from Harrison Products Co Limited a company registered in England and Wales under number 5918354 whose registered office is Unit 420 Bramley Drive, Vale Park, Evesham, WR11 1JH, UK (we or us).
- These Terms & Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the goods (whichever happens earlier) and will constitute the entire agreement between us and you.
- These Terms & Conditions and the quotation (together, the contract) apply to the purchase and sale of any good between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- We have a shutdown period between Christmas & New Year of 3 days; during this time the business will be closed.
- A “business day” means 7:00-17:30 any day other than Saturday, Sunday and bank holiday in England and Wales.
- The heading in these Terms & Conditions are for convenience only and will not affect their interpretation.
- Words imparting the singular number include the plural and vice-versa.
- The description of the goods is set out in our sale documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the goods set out in our sales documentation are intended as a guide only.
- We can make any changed to the specification of the goods which are required to conform to any applicable safety or other statutory regulatory requirements.
- The price (price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
- If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material cost, labour costs, alteration of exchange rate or duties, or changes to delivery rates, we can increase the Price prior to delivery.
- Any increase in the price under the clause above will only take place after we have told you about it.
- You may be entitled to discounts. Any and all discounts will be at our discretion.
- The price is exclusive of fees for delivery.
- The price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
e) Cancellation & Alteration
- Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alterations without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
- The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 10 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
- Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
- Special or non-stock products – Upon receiving acceptance of the quotation from yourselves and once you have sent the confirmation of order you will receive a proforma invoice for immediate payment. This will be either paid in full, or in part if this was agreed and recorded by us at the time of quotation. This order cannot be cancelled by you once payment is made or if the goods have been delivered, they cannot be returned or credited.
- We will invoice you for the Price either;
- If you have a Credit Account set up you must pay within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
- You must make payment even if delivery has not taken place and/or that the title in the Goods has not passed to you.
- If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 2% per annum above Lloyds Bank base on the amount outstanding until you pay in full.
- Time for payment will be of the essence of the Contract between us and you.
- All Payments must be made in British Pound unless otherwise agreed with us.
- Both Parties must pay all amounts due under these Terms & Conditions in full without any deductions or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- a. Before delivery of the Goods if you are set up as a Proforma customer; or
- b. Where you have a Credit Account set up with us the Price will be invoiced to you on the day before delivery.
- We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
- If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises. If you do not take delivery of the goods we may, at our discretion and without prejudice of any other rights:
- If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
- Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the goods that is caused by circumstances beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
- a. Store or arrange for the storage of the Goods and will charge you for the costs and expenses including but not limited to, transportation, storage and insurance; and/or
- b. Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
- c. After 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods
h) Inspection and acceptance of Goods
- You must inspect the Goods on delivery or collection.
- If you identify any damaged or shortages, you must inform us in writing within 7 days of delivery, providing details.
- We will not accept returns on goods that have been bespoke made or have been ordered in for you specially.
- We will accept returns of Goods (with the exemption of those mentioned in pt34) that are no longer wanted providing they have not been used and can be resold. These will be only accepted up to 28 days after day of delivery. These returns will be subject to a 10% handling charge and original delivery costs will not be refunded.
- Other than by agreement, we will only accept returned goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
- Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
- We will be under no liability or further obligation in relation to the Goods if:
- You bear the risk and cost of returning the Goods
- Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days after delivery.
- a. If you fail to provide notice as set above; and/or
- b. You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
- c. The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
- d. The defect arises from normal wear and tear of the Goods; and/or
- e. The defect arises from misuse or alteration of the Goods, Negligence wilful damage or any other act by you, your employees or agents or any third parties.
i) Risk and title
- The risk in the Goods will pass to you on completion of delivery
- Title to the Goods will not pass to you until we have received payment in full for (a) the Goods and/or (b) any other goods or services that we have supplier to you in respect of which payment has become due.
- Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as out bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods In satisfactory conditions and keep them insured against all risks for their full price from the date of delivery.
- As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
- We can terminate the sale of Goods under the Contract where:
- a. You commit a material breach of your obligations under these Terms & Conditions;
- b. You are or become or, in our reasonable opinion are about to become the subject of bankruptcy order or take advantage if any other statutory provision for the relief of insolvent debtors.
- c. 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
- d. 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.
k) Limitation of liability
- Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
- Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied 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.
- 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.
- Our total liability will not, in any circumstances, exceed the total amount of the price payable by you.
- We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
- 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 toy exclude or limit our liability; and for fraud or fraudulent misrepresentation.
- a. Any indirect, special or consequential loss, damage, costs or expenses; and/or
- b. Any loss of profits: loss of anticipated profits; loss of business; loss of data; loss or reputation or goodwill; business interruption; or other third-party claims; and/or
- c. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond your reasonable control; and/or
- d. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
- e. Any loss relating to the choice of the Goods and how they will meet your purposed or the use by you of the Goods supplied.
- All noticed under these Terms and Conditions must be in writing and signed, or on behalf of, the party giving notice (or a duty authorised officer of party)
- Notices will be deemed to have been duly given:
- All notices under these Terms and Conditions must be addressed to the most recent address or e-mail address notified to the other party.
- a. You commit a material breach of your obligations under these Terms & Conditions;
- b. When sent, if transmitted by email and a successful transmission report or return receipt is generated;
- c. On the fifth business day following mailing, if mailed by national ordinary mail; or
- d. On the tenth business day following mailing, if mailed by airmail.
m) Data Protection
- 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.
- The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, ‘Personal Data’, ’Processing’, ’Data Controller’, ‘Data Processor’, ‘Data Subject’ shall have the same meaning as in the GDPR.
- 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 purpose.
- The seller shall not disclose Personal to any third parties other than employees, Directors, agents, subcontractors or advisers 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.
- 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 Sellers approach to data protection are specified in its Data Protection Policy, which can be found on out website. For any enquiries or complaints regarding data privacy, you can contact the Compliance Manager at the following e-mail address: email@example.com
n) Circumstances beyond the control of either party
- Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of the party. Such caused 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 ware, governmental action or any other that is beyond the control of the party in question.
o) No Waiver
- No waiver by us of any breach of these Terms & Conditions by you shall be considered as wavier of any subsequent breach of the same or any other provision.
- If one or more of these Terms & Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms & Conditions (which will remain valid and enforceable).
q) Law and Jurisdiction
- This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.