Hendi UK Ltd. Terms & Conditions of Sale
In this Agreement,
the “Customer” means any person or business who places an Order with Hendi UK Ltd.;
the “Goods” means any items sold or supplied by Hendi UK Ltd. under an Order;
“Hendi UK Ltd.” a company incorporated in England with company number 10688228 and a registered address at Central Barn, Hornby Road, Lancaster, LA2 9JX, United Kingdom;
“Order” means any request or order (via phone, web order (excluding eBay or Amazon) or mail order) to purchase the Goods, and;
the “Parties” refers to the Customer and Hendi UK Ltd.
Headings are intended for ease of reference only and should not otherwise be used to interpret the terms and conditions of this Agreement.
- This Agreement is the only form of contract between the Parties and any Customer terms and conditions will not apply unless expressly agreed in writing. The Customer agrees to apply the terms and conditions of this Agreement in priority over any other agreement between the Parties.
- Any Order is subject to acceptance by Hendi UK Ltd.. Hendi UK Ltd. is not obliged to accept any Order or to justify refusal of the same. Receipt of payment for Goods by Hendi UK Ltd. does not in itself constitute acceptance by Hendi UK Ltd. of the Order.
- No variations to this Agreement will apply unless expressly agreed by the Parties in writing.
- Goods being Sold
- Descriptions and specifications for the Goods are set out on the Hendi UK Ltd. website at the time of the Order or the Hendi UK Ltd. catalogue from which the Order is placed provided the catalogue is current at the time of the Order.
- Goods ordered in a specific colour, pattern or design are sold subject to stock availability and Hendi UK Ltd. may substitute the Goods with newer items or items of comparable or better quality, alternative colour, pattern or design with the Customer’s approval.
- If any Goods are unavailable or out of stock then Hendi UK Ltd. may cancel the Order in whole or in part and refund any monies paid or, issue a credit note. Alternatively, Hendi UK Ltd. may vary the Order with the Customer’s approval.
- Customers placing Orders for age-restricted goods such as solvents and knives confirm that they are over 18 years of age and that delivery will be accepted by a person over 18 years of age.
- Terms of Payment and Payment Methods
- The Goods shall be payable at the prices listed on the Hendi UK Ltd. website at the time of the Order or the Hendi UK Ltd. catalogue from which the Order is placed provided the catalogue is current. Hendi UK Ltd. reserves the right to update prices on the Hendi UK Ltd. website or in future Hendi UK Ltd. catalogues from time to time. Occasionally, prices advertised on the Hendi UK Ltd. website may differ from prices advertised in the Hendi UK Ltd. catalogue and Hendi UK Ltd. is under no obligation to honour the price in the website if the Order is placed through the catalogue. A delivery and/or insurance charge may be payable in addition to the price of the Goods. All prices are quoted in British Pound Sterling.
- Unless otherwise stated, all prices quoted exclude Value Added Tax (“VAT”). Any such VAT shall be charged in accordance with the relevant regulations in force at the time of the Order.
- Occasionally an error may cause the price/description published or advertised for Goods to be incorrect, in which case Hendi UK Ltd. shall be under no obligation to honour the incorrect price or Order.
- Payment for Goods and Delivery may be made by debit/credit card (some cards are subject to an administration fee), electronic bank transfer (e.g. FastPay, BACS, CHAPS etc), direct debit, personal/company cheque or cash. Cheques and cash usually require a minimum of 6 working days to clear and the Customer account, order or quote number MUST be referenced with payment. Hendi UK Ltd. reserves the right to withhold or refuse further shipments of Goods until all overdue accounts are settled. Any unpaid or bounced cheques returned by a bank will be subject to an administration fee of Â£25.00.
- Payment terms are strictly 30 days from the date of invoice unless paid by direct debit. Hendi UK Ltd. reserves the right to charge interest at 8% above the base lending rate of the Bank of England calculated monthly on late or overdue payments by the Customer.
- All Orders may be subject to further credit or security checks or further security for payment such as the provision of a suitable letter of credit, bank or director guarantee.
- Customer trade credit accounts are provided solely at Hendi UK Ltd.’s discretion and are subject to regular credit and security checks for approval. Hendi UK Ltd. reserves the right to suspend or withdraw credit account facilities at any time.
- Hendi UK Ltd. shall be entitled to deduct from or set off against the price of the Goods/Order any sums that are owed to the Customer under this or any other agreement between the Parties. Exercise by Hendi UK Ltd. of the rights under this clause 3.9 shall be without prejudice to any other rights or remedies available to this Hendi UK Ltd. in this Agreement or in law.
- Delivery & Retention of Title
- Full delivery prices and options are listed on the Hendi UK Ltd. website or catalogue and subject to change from time to time.
- Standard Delivery and Premium Delivery Orders will be sent for â€˜next day delivery’ within the UK mainland subject to an Order (with the relevant delivery charge) being accepted by Hendi UK Ltd. before 12.00pm on a working day (a working day is a day other than weekends and bank/public holidays) and provided no additional security checks are required and the Goods are available. If the Order cannot be delivered â€˜next day’ then delivery will usually be completed within 5 days.
- Offshore/Remote deliveries will usually be despatched as soon as possible however the actual delivery time cannot be guaranteed and will vary depending on the delivery location.
- Hendi UK Ltd. will use reasonable endeavours to meet delivery estimates in all cases however Hendi UK Ltd. cannot be held liable for any delay in delivery.
- Risk in the Goods transfers to the Customer at the time of delivery (without prejudice to the obligations of the Customer in Clause 5.3 below).
- Goods delivered are used, stored and installed at the Customer’s own risk and Hendi UK Ltd. will not be liable for any damage, loss or disruption caused by the same. Where installation/disconnection services have been ordered by the Customer, further charges, terms and conditions may apply as communicated by Hendi UK Ltd. to the Customer before delivery.
- All large machinery, refrigeration and flat packed Goods are delivered to the front door of ground floor locations only. The delivery person/driver may at his/her discretion assist with delivering the Goods to a location within the premises nominated by the Customer, at Customer’s sole risk.
- Where delivery is delayed, cancelled or not accepted by the Customer (including due to lack of delivery instructions), Hendi UK Ltd. reserves the right to charge for cancelled deliveries or for storage at 2% of the invoice value for the respective Goods calculated monthly until a successful delivery can be made.
- Title and property in the Goods will only pass to the Customer upon payment has been made in full for the Goods in question, together with all or any other sums owing or due to Hendi UK Ltd., whether under this Agreement or otherwise.
- The Goods shall be kept in good and substantial condition separate from those of the Customer and third parties and properly stored, protected and insured and clearly marked as being the property of Hendi UK Ltd., but the Purchaser shall be free to sell and deliver the goods to a third party in the ordinary course of the Customer’s business but the proceeds of sale of the goods shall be held on trust for Hendi UK Ltd., and those trust monies shall be held separately from the other monies of the Customer.
- Until such time as the title in the Goods passes to the Customer (and provided that the Goods are still in existence and have not been resold) Hendi UK Ltd. shall be entitled at any time to require the Customer to deliver up or return the Goods and if the Customer fails to do so immediately, to enter upon any premises of the Customer or any third party where the goods are stored and repossess the Goods.
- The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Hendi UK Ltd. but if the Customer does so all monies owing by the Customer to Hendi UK Ltd. shall (without prejudice to any other right or remedy of Hendi UK Ltd.) forthwith become due and payable.
- Warranties and Returns
- Subject to the conditions in this clause 5, Goods sold in the UK mainland may be returned for a refund, exchange or replacement within 30 days provided they are returned unused, in a saleable condition and in their original packaging. However, any unwanted, non-faulty or non-damaged Goods returned more than 10 days after delivery will be subject to a 25% restocking charge (calculated by Order value) on refunds. Certain Goods cannot be returned for hygiene reasons. Certain Goods such as knives must be returned in adequate postal packaging for health and safety reasons. Certain last-in-line or special-to-order Goods may also be non-returnable and will be flagged accordingly on the Hendi UK Ltd. website or catalogue. The cost of returns may be refunded in whole or in part to the Customer at Hendi UK Ltd.’s discretion.
- Goods are guaranteed in accordance with the terms of the manufacturer’s warranty or for 1 year from delivery unless otherwise stated. Goods reported faulty within the specified warranty period may be repaired, exchanged or replaced at Hendi UK Ltd.’s discretion. Parts and labour under this warranty are guaranteed in the UK mainland only.
- Goods that are damaged due to delivery must be reported to Hendi UK Ltd. within 24 hours. Large Goods such as refrigerators must be inspected by the Customer on delivery for damage and an acceptance of delivery docket completed noting any damage that resulted from delivery. Goods that are missing from delivery must be reported to Hendi UK Ltd. within 7 days from delivery.
- The warranties in this Clause 5 do not apply to Goods that have not been paid for in full and/or any defect in the Goods caused by the fault, negligence or failure of the Customer to use the Goods for their normal intended purpose or failure to adhere to manufacturer instructions (including storage, use in incorrect environment, maintenance, de-scaling and cleaning). Gaskets, refrigerants, filter driers, shelves, tray slides, castors and legs, electric lamps, fuses, keys, locks, glass, filters, mains plugs and leads, hose connections and consumables are warranted to be free from defect on delivery only and any damage caused due to delivery must be reported to Hendi UK Ltd. within 24 hours to qualify for replacement, repair or refund at Hendi UK Ltd.’s discretion. Goods marked â€˜no commercial warranty’ are sold without any warranties unless otherwise stated. Certain Goods may be disposed of in accordance with Hendi UK Ltd. safety instructions for replacement, exchange or refund with Hendi UK Ltd.’s prior approval. Engineer call-outs and repairs carried out on non-warranty faults or defects may be subject to further charges including where the Customer has missed or is unduly late for an arranged call-out. No Goods will be sold on a â€˜sale or return’ basis without prior written approval by Hendi UK Ltd.. Hendi UK Ltd. may in its reasonable discretion invalidate warranties for any Goods that have been or are suspected to have been altered, tampered with, serviced, repaired or attended to without Hendi UK Ltd.’s prior endorsement or approval. Any Goods repaired or replaced will be guaranteed only for the unexpired or remaining portion of the warranty period of the original Goods that were repaired or replaced.
- Old electrical & electronic equipment may be disposed of by prior arrangement in compliance with WEEE regulations. Full details of Hendi UK Ltd.’s WEEE compliance policy are available on the Hendi UK Ltd. website.
- Hendi UK Ltd. reserves the right, by notice to the Customer, to cancel or suspend any Order where payment has not been received in accordance with Clause 3 of this Agreement.
- Hendi UK Ltd. reserves the right to terminate this Agreement if the Customer undergoes a change of control (as defined by the Income and Corporation Taxes Act 1988) or cannot pay its debts or becomes bankrupt or has a winding-up order made or appoints an Administrator, Liquidator, Receiver or similar is appointed over the whole or a substantial part of the assets and undertakings of the Customer.
- Hendi UK Ltd. reserves the right to suspend or terminate performance of this Agreement where delivery or supply of the Goods and/or performance of this Agreement is affected by reasons out of Hendi UK Ltd.’s reasonable control such as force majeure, act of God, adverse weather and government intervention, sanction or legislation.
- Hendi UK Ltd. reserves the right to cancel any Order where it is reasonably suspected that the Customer is not legally permitted to purchase any Goods specified in the Order (such as solvents and knives).
- Limitation of Liability
- The Customer agrees that Hendi UK Ltd. will not be liable for any losses or damage suffered by the Customer including but not limited to damage to neighbouring or connected items or premises, consequential loss, loss of business, business interruption or loss of time due to the use or purchase of the Goods by the Customer. Hendi UK Ltd. will not be liable for any additional damage caused by the Customer’s failure to report a fault or defect in good time or failure to provide reasonable access to the Goods for repairs, service or engineer visits. Nothing in this Agreement shall exclude Hendi UK Ltd.’s statutory liability for injury or death.
- Goods sold are not insured for delivery unless confirmed as insured by Hendi UK Ltd. on acceptance of the Order.
- The Customer warrants that by signing this Agreement, he/she has authority to place the Order. Hendi UK Ltd. reserves the right to require the Customer to provide a director’s personal guarantee (or similar, in the case of unincorporated businesses) which shall be completed before Goods can be delivered.
- Intellectual Property Rights and Confidentiality
- Goods sold or supplied by Hendi UK Ltd. may be subject to copyright or license (whether owned by Hendi UK Ltd. or a third party) and the Customer covenants not to breach, infringe or prejudice any intellectual property and copyright associated with the Goods without approval. The Customer agrees to indemnify and hold Hendi UK Ltd. harmless for any breach of said covenant or infringement of third party intellectual property rights.
- No delay or failure on the part of Hendi UK Ltd. in enforcing any provision of this Agreement shall be deemed to operate as a waiver of any rights held by Hendi UK Ltd. under this Agreement nor shall any single or partial exercise of any rights or remedies by Hendi UK Ltd. preclude any other or further exercise of a right or remedy.
- Any right, obligation or provision contained in this Agreement shall be distinct and severable and if one or more of the same are declared invalid, illegal, void or unenforceable by a court of law then the remainder shall continue in force and effect to the fullest extent permissible by law.
- Unless expressly agreed in writing, nothing in this Agreement shall confer any rights to third parties under the Contracts (Rights of Third Parties) Act 1999 (as amended).
- Hendi UK Ltd. reserves the right to sub-contract or assign all or part of the performance and obligations of this Agreement. Hendi UK Ltd. will use reasonable endeavours to notify the Customer where such sub-contract or assignation takes place.
- This Agreement is governed by English law and the Parties shall be subject to the exclusive jurisdiction of the English courts.