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Terms & Conditions




(1) In these conditions

(i) ‘Conditions’ means the standard terms and conditions of trading of HPS as set out herein.

(ii) ‘Contract’ means the Contract for the supply of goods by HPS in the event of an order, verbal or

written from the Customer.

(iii) ‘The Customer’ means the person, company or firm to whom the quotation (verbal or written)

is addressed, or in the absence of a quotation, the person, company or firm to whom the goods were

despatched to or collected on behalf of.

(iv) ‘Delivery’ means delivery of the goods in accordance with clause 7(i).

(v) ‘Goods’ means goods and/or resulting goods and/or services sold to the Customer by HPS at

the Customer’s request.

(vi) ‘Purchase Price’ means the price for the supply of goods under a Contract.

(vii) ‘Resulting Goods’ means goods as described in clause 11(4).

(viii) ‘Order’ means written or verbal request for HPS to supply goods in accordance with the

conditions herein.

(ix) ‘HPS’ means the owners of HPS and/or any employee of HPS and/or any persons contracted by


(x) ‘Reasonable time’ in respect of Paragraph 5 includes time taken by original manufacturer to

assess defective goods.

(2) In these conditions the masculine includes the feminine and the plural includes the singular and

vice versa.



These conditions form the only basis of the contract between HPS and the Customer and supersede

in all respects any prior agreement or representation written or oral made by HPS to the Customer.

These conditions apply unless the contrary is expressly agreed in writing and signed by a partner in

HPS prior to goods being supplied.


(1) The Customer acknowledges that he has not placed an order relying upon

(a) Any skill and/or expertise of HPS and/or (b) any written or oral statements and/or

representations made to him by HPS.

(2) The Customer also acknowledges that he has carried out or is deemed to have carried out a

thorough inspection of the goods at delivery and is satisfied that there are no defects or shortages

which a reasonable examination could have revealed.

(3) Any other defects in the goods which may exist or arise after delivery must be notified by the

Customer to HPS in writing within 24 hours of the same becoming apparent, but will be subject to

condition 6(2)(f) hereof.

 (4) In default of notification of any defects in accordance with this clause the Customer waives all

rights against HPS.


(1) Sizes and weights of goods are approximately only and to the extent that they do not correspond

with their contractual description as to size and weight and any such difference shall not render the

goods suitable for the buyers purpose the Customer must accept delivery of them.

(2) Notwithstanding that a sample of goods may have been shown to and/or inspected by the

Customer, the Customer acknowledges that such sample was shown and inspected solely to enable

the Customer to judge for himself the quality and description of the goods and in no way shall it be

construed as to constitute a sale by sample or description. The Customer takes goods after any

inspection at his own risk in all respects and for all purposes.

(3) HPS binds itself only to deliver goods in accordance with the general description under which

they were sold whether or not any special or particular description was given or is implied by law.

Any special or particular description given by HPS is an opinion only. HPS is not giving or

implying any warranty or representation as to the quality, state, condition or fitness of the goods.

The Customer takes all goods with all faults and imperfections and if he does not accept the goods

on these terms he must return the goods immediately.


(1) Provided that the Customer has fully complied with clause (3) above and provided that HPS has

been afforded reasonable time and opportunity for it to investigate any defects of which it has been

notified by the Customer and to examine the goods, then HPS at its sole option and without

admitting any liability on its part may;


(i) replace the goods; or

(ii) accept the return of goods and to credit the Customer with the price thereof future purchase of

goods from HPS; or

(iii) give the Customer an allowance representing the difference between the value of the goods at

the time of delivery of the notification of defects as specified in clause (3) and the purchase price

provided that the Customer pays the balance of the purchase price after deduction of the said

allowance not in dispute according to normal terms.

(2) HPS has no liability under this clause if;

(a) the Customer has not paid in full all invoice for goods supplied by HPS or any other monies due

to HPS.

(b) HPS’s representatives are at any time denied full and free access to the goods.

(c) Persons other than HPS or those approved or authorised by HPS have effected or attempted to

effect any replacement of parts or to carry out any maintenance of adjustments or repairs to or

otherwise interfere with the goods.

(d) The Customer has or has not properly maintained the goods in accordance with instructions,

pamphlets or directions available, given or issued by HPS or the manufacturer of the goods from

time to time.

(e) The Customer has used any spare parts or replacements not manufactured by or on behalf of

HPS and supplied by it or fails to follow HPS’s instructions for the use of the same.

(f) The claim by the Customer falls outside of the 90 day warranty, or the ambit of any warranty

given by the manufacturer of the goods. No warranty whatsoever is applied to second hand parts.

(3) Notwithstanding that credit may have been given by the Customer for the payment of the

purchase price of the goods HPS is entitled to retain possession of the goods until full payment of all

monies owed to HPS.

(4) In addition to any right of lien to which HPS may be entitled, HPS is, in the event of Customer

insolvency, bankruptcy or liquidation, entitled to a general lien on all of the Customers goods in

HPS’s possession notwithstanding any or all such goods have been paid for until all outstanding

monies due to HPS have been fully paid.


(1) Subject to clause (2) below, HPS has no liability of any kind whatsoever to the Customer in

respect of any loss or damage whether direct, indirect or consequential, suffered by the Customer.

(2) Clause (1) does not apply of HPS’s negligence for death or bodily injury in respect of any goods

supplied by HPS.

(3) The Customer indemnifies HPS against all claims made against HPS by a third party arising out

of any goods supplied to the Customer.

(4) Any forbearance or indulgence by HPS shown or granted to a Customer whether in respect of

these conditions or otherwise shall in no way affect or prejudice the rights of HPS against the

Customer or to be taken as a waiver of any of these conditions or HPS’s rights.

(5) It is the responsibility and duty of the Customer to take out and thereafter maintain at its own

cost a policy of insurance for all risks sufficient to reimburse HPS any amount outstanding to HPS

and all consequential loss incurred by HPS.

(6) The Customer must, on demand produce to HPS such policy of insurance and satisfactory

evidence that the policy remains in force as HPS deems necessary.



(1) The goods shall be delivered or be deemed to be delivered to the Customer when they are

available for collection from HPS’s premises or actually delivered to the Customer’s address at

HPS’s option.

(2) HPS undertakes to use its reasonable endeavours to deliver the goods in accordance with clauses

(1) above on the agreed date. Any stipulation of a delivery date by HPS is an approximate date only

and the Customer acknowledges that no guarantee is given.

(3) Time of delivery is not of the essence of the Contract and these conditions.

(4) Delivery times are conditional and subject to receipt by HPS of all proper and coherent

instructions by the Customer within such period (where none is quoted) as shall be reasonable. If

delivery is delayed or hindered as a direct or indirect result of the Customer’s instructions or lack of

them, or if work on the Customer’s order is suspended on the Customer’s instructions or because of

the lack of such instructions, the purchase price of the goods will be increased to cover any expense,

which may be incurred by HPS.

(5) If the Customer fails to accept delivery of the goods HPS is entitled (without prejudice to its

other rights) to store and insure the goods and to charge the Customer the cost of so doing. Delay in

acceptance will not in any way affect the liability of the Customer to pay the purchase price of the



(6)(a) If delivery under the Contract is by instalments, then each delivery is deemed to be a separate


(b) Any failure, delay or defect in respect of any delivery does not entitle the Customer to treat the

Contract as repudiated.


Unless otherwise specified Value Added Tax and any other tax, duty or levy payable by the

Customer shall be added to the purchase price calculated as at the date of delivery.


(1) Any quotation given by HPS does not constitute an offer. HPS reserves the right to withdraw or

revise any quotation prior to despatch, having given the Customer reasonable opportunity to

withdraw or revise their order.

(2) HPS at its sole discretion reserves the right to amend the terms of the Contract and/or the

purchase price as a result of one or more of the following variations occurring.

(i) specification or description of the goods at the request of, or with the agreement of the Customer.

(ii) wage rates, working conditions, cost of materials, transport, taxation, government levies or

increases in manufacturers prices of parts or whole goods.

(iii) work that is required to be done outside normal working hours or days.

(iv) suspension or delay of sitework for reasons outside the control of HPS.

(v) additional transport, storage or handling of goods resulting from the Customer being unable or

willing to accept delivery of the goods in accordance with the Contract.

(vi) failure by the Customer to comply with any other clause of these conditions.

(vii) additional quantities of materials supplied or labour involved.


(1)(a) The purchase price in respect of the goods must be paid on or before delivery.

(b) In respect of Customers who hold credit account facilities with HPS, payment shall be made on

or before the end of the calendar month next following the month during which the invoice is dated.

(2) Interest will accrue daily on overdue accounts at the rate of 2% per month.

(3) In the event of default in payment of the purchase price or any instalment thereof, the Customer

immediately loses the benefit of any previously agreed special terms.

(4)(a) Where payment is by instalments, HPS is not bound to take any step in performance of the

Contract until the Customer has paid the first instalment.

(b) If the Customer defaults in payment of the second or any subsequent instalment, then;

(i) HPS is entitled (at its option and without prejudice to any other remedies) to suspend or terminate

its performance of the Contract.

(ii) the Customer must

(a) forthwith procure a bank guarantee in favour of HPS upon such terms and for such amount as

HPS requires.

(b) return the goods to HPS or make them available for collection.

(5) The equitable and beneficial ownership of all materials supplied by HPS shall only be

transferred to the Customer when the Customer has met all that is owing to HPS on whatever



(1) Risk in the goods passes to the Customer on delivery or on appropriation by HPS of the goods

pursuant to the Contract in an event of the Customer being unable or unwilling to accept delivery.

(2) Until the purchase price has been paid, the Customer has possession of the goods only as

Fiduciary and bailee for HPS and shall store and mark the goods in such a way as to enable them to

be easily identified as the property of HPS.

(3) If the Customer is purchasing the goods for resale, he may, as agent for HPS sell and deliver the

goods to a third party provided that such sale and delivery is in the ordinary course of the

Customer’s business and on condition that until payment in full of the purchase price is made, the

Customer holds all gross proceeds of sale on trust for HPS and in a separate account in the name of

HPS and the Customer. The Customer hereby irrevocably assigns to HPS all rights and claims (but

not liabilities) which the Customer may have against its customers arising from such sales until

payment of the purchase price.

(4) If the goods are combined with other items or materials, or utilised or consumed in the

production or manufacture of other items, materials or goods (resulting goods) HPS shall have legal

and beneficial ownership of the resulting goods and the Customer must:

(a) store such resulting goods in the manner set out in clause (2) above until sale by the Customer in

the ordinary course of business upon the same terms or

(b) may sell and deliver such resulting goods to a third party subject to the provisions of this clause


(5)(a) HPS reserves the right to re-possess any goods if any payment due to HPS is overdue.

(b) Thereafter HPS may resell the goods and for this purpose the Customer hereby grants an

irrevocable right and licence to HPS to enter upon all or any of its premises, with or without vehicles

during normal business hours.

(c) This right shall continue notwithstanding the termination of the Contract for any reason and is

without prejudice to any accrued rights of HPS thereunder or otherwise.

(6)(a) Until full payment of the purchase price has been made the Customer must, at his own

expense keep the goods insured in the joint names of the Customer and HPS, with such period and

amounts upon such conditions and with such insurance company as HPS shall in its absolute

discretion think fit.


(b) The Customer must forthwith on demand produce to HPS the policy of insurance, and

satisfactory evidence that the policy remains in force, as HPS deems necessary.

(c) In the event of default by the Customer in complying with clause (a) and/or (b) above, HPS may

take out such insurance as it deems fit in respect of the goods. The cost is hereby acknowledged by

the Customer as a debt payable by the Customer to HPS.


(7) The Customer must pay all accounts in full and must not exercise any right of set-off or

counterclaim against HPS’s invoices.


(1) The Customer must not assign or attempt to assign the Contract or any part of it, or any benefit

or interest therein, or thereunder without the prior written consent of HPS.

(2) HPS reserves the right to assign the Contract and/or sub-Contract, all or any part of the goods

supplied under the Contract as it may in its absolute discretion think fit.


HPS is not liable to the Customer for any loss or damage which may be suffered by the Customer as

a direct or indirect result of the increased cost and/or delay, or failure to supply goods, and/or HPS

being prevented, hindered, delayed, by reason or circumstances, or events beyond the reasonable

control of HPS, including but not limited to Act of God; War; Riot; Civil disobedience; Strike,

lock-out, trade dispute or labour disturbance; Accident, breakdown of plant or machinery; Fire;

Flood; Storm; Difficulty or increased expense in obtaining workman, materials or transport, or

other circumstances affecting the supply of goods or raw materials by HPS’s normal source of

supply, or the manufacture of the goods by HPS’s normal route or means of delivery.


(1) The Contract is deemed to terminate immediately prior to the occurrence of any one or more of

the following events:

(A) If the Customer:

(i) enters into a deed of arrangement

(ii) commits an act of bankruptcy

(iii) compounds with his creditors

(iv) has a receiving order made against him, or if (being a company) an order is made or a resolution

is passed for the winding up of the Customer (unless for the purposes of amalgamation or


(v) commits any breach of or any term or condition of this or any other Contract between HPS and

the Customer.

(B)(i) If a receiver is appointed of any of the Customers assets or undertaking

(ii) if circumstances arise which entitle a court or a credit to appoint a receiver or manager, or which

entitle the court to make a winding up order, or if the Customer takes or suffers any similar or

analogous action.

(2) In the event of termination of the Contract, HPS may, without prejudice to any other rights

(a) stop any goods in transit and/or suspend further deliveries, and/or determine the rights of the

Customer under condition 10

(b) by notice in writing to the Customer or the receiver or liquidator or to any person in which the

Contract may have become vested, determine the Contract and/or

(c) give to such receiver, liquidator or any other person, the option of performing the Contract

subject to his providing a guarantee for the due and faithful performance of the Contract.


(1) If any licence or consent of any government or other authority is required for the purchase,

acquisition, carriage or use of the goods by the Customer, the Customer must obtain the same at his

own expense, and if necessary produce evidence of the same to HPS on demand.

(2) Failure to procure and/or produce any relevant licence and/or consent shall not entitle the

customer to withhold or delay payment of the price. The customer hereby indemnifies HPS against

any additional expenses incurred by HPS as a result of such failure.


Every effort is made by HPS to meet known statutory requirements and not to infringe any patents

or trademarks belonging to third parties, but no guarantee is given that the design, construction and

quality of the goods to be supplied under the Contract comply with all relevant requirements or any

statute, statutory rule or order, or any other instrument having the force of law, and which may be in

force at the time of supply, nor that the sale or use of the goods by the buyer would not infringe any

British Patent, Trademark, tradename or registration design.


Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post,

telex or facsimile machine to the party concerned, and in the case of HPS its main office, and in the

case of the Customer at the address on its order or on HPS’s invoice. Notices sent by first class post

shall be deemed to have been given, three days after despatch and notices sent by telex or facsimile

machine shall be deemed to have been given on the date of despatch provided it is actually proven to

have been served during normal working hours.


These conditions and any Contract shall be constructed in accordance with English Law, and the

parties submit to the non-exclusive jurisdiction of the English Courts. English Law shall be the

proper law of the Contract. All claim under the Contract shall be settled by reference to the English

legal system.