GENERAL TERMS AND CONDITIONS OF TRADING
1. Definitions In the following general terms and conditions, Hive Industries Ltd shall be referred to as 'the Company' which expression shall, where the context so admits, include its subsidiaries and associated companies and any person, firm or company contracting with the Company shall be referred to as 'The Customer'.
2. Terms and Conditions These Terms and Conditions made by the Company for the sale or supply of any goods and services shall apply to all such contracts entered into by the Company. All quotations by the Company and all orders placed with the Company whether pursuant to a quotation or otherwise, if accepted by the Company shall be subject to the Terms and conditions herein set forth. No understanding between the Company and the Customer that is not contained herein or in a contract incorporating these conditions shall be binding upon the Company. No variation or addition to any contract shall take effect unless and until the Company confirms it in writing. These Terms and Conditions are not capable of being varied by oral agreement and no variation shall be valid unless contained in a letter from the Company signed by a Director of the Company. All transactions are between the Company and the Customer as between principal and principal PROVIDED THAT the Company shall have the right to assign or sub contract any of its rights and obligations in respect of any order accepted by it.
3. Validity Unless previously withdrawn, the Companies quotation is open for the period stated therein or where no period is stated, for 30 days from the date of the quotation. Orders from customers are not binding on the Company until the Company's acceptance has been notified to them. If any customer is not prepared to enter a contract based on the Company's Terms and Conditions he should inform the Company in writing prior to placing an order, indicating the conditions to which he objects: the Company will then prepare a revised quotation to take account of any additional costs or liability which it may sustain as a result of any amendment in such conditions, including but without prejudice to the generality of the foregoing the premiums for any additional insurance’s which the Company may deem it necessary or prudent to effect. Conditions contained in Customers order forms or any other documents which are at variance with or additional to the Company's Conditions are not binding upon the Company unless specifically accepted and referred to in writing and signed by a Director of the company and, where so accepted by the Company, shall only apply to the particular order involved.
4. Prices (1) In the absence of express agreement to the contrary, prices will be those in effect at the time of delivery. The product specifications and prices referred to in the Company's price list are subject to alteration without notice. All additional costs and expenses including all costs and taxes and duties payable in respect of goods sold or in relation to the provision of services by the Company by the time of delivery or thereafter shall be paid by the Customer.(2) Prices quoted or agreed upon are based on costs of materials, rates of wages and taxes at the time of quoting or acceptance. In the event of any increases in costs (including, but without prejudice to the generality of the foregoing the said costs), the Company shall be entitled to increase its prices accordingly without notice.(3) If any special stipulations have been made which involve the inclusion of specific categories of additional costs and expenses in the price, all increases arising after quotation or acceptance, in such additional costs and expenses and all additional costs and expenses which may be chargeable to the Company arising or resulting from delay, will be charged to the Customer.(4) Where a date is quoted for delivery of the product or in relation to the provision of services by the Company such date is not guaranteed and time shall not be of the essence in respect thereof or of any other obligation on the Company's part contained in these conditions. The Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of any delay in delivery of the product or provision of services.(5) Delivery of the product to the Customer by the Company shall be at the customer's risk and expense and the Company shall not be liable for physical loss or damage or delay to the product from the time the product leaves the Company's premises whether or not the product has been delivered by the Company in the custody of the Company, its Directors, servants or agents.(6) The Customer shall compensate the Company for any loss which the Company may suffer as a result of any cancellation or variation of any Order for the supply of goods or services.(7) All quotations and prices are exclusive of Value Added Tax unless specifically indicated otherwise.
5. Acceptance An order from a Customer must be accompanied by sufficient information to enable the Company to proceed with the order forthwith; otherwise the Company is to be at liberty to amend the price to cover any increase in cost which may take place after the Company accepts the order.
6. Limits of Contract The Company's quotation includes only such goods, accessories, repairs and modifications to equipment and materials shall be affected at the Customers risk. The Company shall not, in any circumstances, be liable for loss or damage of any kind whatsoever caused in respect of such equipment and materials even when such loss or damage has been caused or contributed by the negligence of the Company, its Directors, servants or agents. Any deviation from its general Terms involving extra expenses to the Company will be charged extra. The Company accepts no responsibility for extras or variations that are not ordered by the Customer in writing and confirmed by the Company.
7. Suitability and defects The Customer accepts the responsibility of goods stipulated by him are sufficient and suitable for his purpose and unless the Company's advice as to the suitability of goods for their purpose or end use has been sought by the Customer and accepted the Company shall be under no liability in respect of unsuitability thereof and in any event such liability shall be limited to that specified in Condition 14 hereof. Subject to the foregoing, the Company shall have no liability for any loss or damage of any kind other than personal injury or death consequential arising out of any defect or failure in the performance of goods or services provided.
8. Despatch Any times quoted for despatch are to date from the Company's acceptance of written order to proceed on receipt by the Company of all necessary information to enable the Company to put the work in hand and to proceed uninterruptedly therewith. All such times are to be treated as estimates only not involving any contractual obligation unless the Company has agreed in writing signed by a Director of the Company specifically referring to this condition the despatch or delivery within a specified time or within a specified date shall be the essence of the contract. Any such contractual obligation is subject to the provisions of condition 17 and also to the Company not being delayed by instructions or lack of instructions from the Customer or any of the causes referred to in condition 18 hereof.
9. Price modification In the event of variations or suspension or cancellation of the work due to the Customers instructions or lack of instructions, the Company shall have the option of either terminating the contract and being indemnified by the Customer for the loss to it or of increasing the contract price when the work is renewed or services provided to cover any extra costs thereby incurred by the Company.
10. Passing off the risk. From the goods being surrendered to the agent of the Customer or to the Customer, or upon leaving the Company's premises which ever is the earlier the goods shall be deemed to have been delivered and all risk attaching directly or indirectly to the goods shall pass to the Customer unless otherwise expressly agreed, for instance, when delivery of any other similar stipulation shall have been agreed which in its customary interpretation indicated that the risk passes at a date later than that herein before stated. The risk shall pass not withstanding that the property in the goods may not have passed to the Customer.
11. Contracts of supervision only. Where the Company contracts to provide a supervisor but does not contract to carry out any works of installation then its liability in respect of such Supervisor shall be limited to the advice and directions given by him in relation to works carried out strictly in accordance with such advice and directions and then only subject to Clause 15 hereof.
12. Products and/or Material Provided by the Customer The Company shall be entitled to assume that all products and/or materials delivered to it by the Customer is free from defects and fit and suitable for use. The Company shall be under no liability in respect of any defects or delays arising from the supply to it by the Customer of defective or unsuitable products and/or materials. The Customer shall be responsible to the Company's plant or injury suffered by any person in the Company's employ or on the Company's premises arising from any defects in the products or materials supplied by the Customer.
13. Terms of Payment (a) Where no other Terms of Payment are expressly provided for by the Company accounts are strictly net and are due for payment not later than 30 days from the date of which either the goods are despatched or the Customer is notified that the goods are ready for despatch or for services provided whichever is the earlier. Interest at the rate of Five per centum (5%) per annum above the Lloyds Bank PLC Base lending rate shall be payable on all accounts due by Customers from the date on which agreement is due to until the date on which payment is made. The due date of payment shall not be postponed on account of additions, alterations, minor omissions or defects to from or in the goods which do not substantially affect the commercial use of the goods and all products.(b) All payments shall be made without any deduction and the Customer shall not be entitled to deduct the amount of any claim which he may have against the Company hereunder.(c) In the event of any payment from the Customer being overdue the company may defer further deliveries and or services until all overdue payments are made or at its option may terminate any or all contracts with the Customer so far as they are not filled without incurring any liability whatsoever.(d) The Company reserves the right to require from the Customer at any time security satisfactory to the Company for performance of the Customers obligations under any contract with the Company. Refusal or failure by the Customer to furnish such security shall entitle the Company to suspend deliveries or of services until such security is furnished or to cancel all or any contracts with the Customer so far as they are not fulfilled without incurring any liability whatsoever and all rights reserved pursuant to this condition shall exercisable by the Company at any time during the subsistence of a contract.
14. Passing of Property of the Goods and Lien. (a) The property in any goods supplied by the Company shall not pass to the Customer until payment in full has been made to the Company. (b) If any payment to the Company is overdue in whole or in part, it may (without prejudice to any of its other rights) recover or resell any such goods as shall remain its property to sub clause (a) of this condition and it may enter upon the Customers premises for that purpose. The Customer shall not be entitled to sell any goods supplies by the Company until the Company shall have been paid in full thereof. Nevertheless, when payment of all monies due to the Company in respect of goods delivered to the Customer has not been made in full and the Customer has sold any such goods the Customer shall be trustee for the Company of the proceeds of the sale thereof or (as the case may be) such part thereof shall be equal to the monies due to the Company in connection with such goods.
15. Damage or loss. In no event shall the Company be liable for any indirect or direct damage or loss howsoever and by whomsoever caused or any other claim except as provided in these conditions.
16. Limit of Liability. In no case shall the Company's liabilities in respect of any contract exceed 1000,000 pounds.
17. Force Majeure. The Company shall be relieved of its obligations hereunder and of any liabilities herein contained whenever and to the extent to which the fulfilment of such obligations and liabilities is prevented, frustrated or impeded by conforming to any statute or any rule, regulations order or requisitions made thereunder or in consequence thereof by War ( Whether declared or not) acts of public enemies, industrial disputes ( including strikes, lockouts and other industrial action whether at the premises of the Company or else, accidents, fire, flood, nuclear fallout, acts of God) or any cause of like or different kind beyond the control of the Company or any consequence thereof. In such circumstances, the Company shall have the option either to terminate the contract or to extend the period for its completion without liability to the Customer and in the event of the Company electing to extend the period of the contract it shall nevertheless have the right to cancel the contract within six (6) months of notice by the Company to the Customer of the decision to end the contract.
18. Default If the Customer shall make default in paying any sum of money due or shall become bankrupt or compound with or enter into any arrangement with his creditors or being a Corporation shall enter into Liquidation save for the purpose of amalgamation or reconstruction without insolvency or shall have a receiver appointed of the whole or any part of its assets, then without prejudice to the other rights of the Company it may at any time forthwith terminate any contract without notice.
19. Indemnity Subject to the provision of condition 22 hereof the Customer will indemnify and save harmless the Company from all claims, suits, actions and proceedings which may be brought by a third party on account of inquiry, loss, damage or expense for which according to these conditions the Company shall not be liable.
20. Arbitration. If any dispute or difference shall arise between the Company or Customer touching or concerning these Terms and Conditions or any contract based on them or the rights, duties or liabilities of any party hereunder then the matter in difference shall be referred to Arbitration in conformity in all respects with provisions of the Arbitration Acts 1950 to 1979 or any statutory modification or re enactment thereof for the time being in force.
21. Construction of Contract. These conditions and any contract concluded subject thereto shall be construed in all respects according to the Laws of England and any arbitration or litigation arising under any such contract shall be determined in England PROVIDED THAT the expression "Laws of England" shall not, in the case of any export contract, include any statutory provision which does not affect parties resident in difference states.
22. Equipment rental. In the event of the Company providing equipment to the Customer on a short or long term rental basis, the Customer shall, unless otherwise agreed in writing by the Company and signed by a Director of the Company, be liable for the well being of the rented equipment. The Customer will reimburse the Company for any loss or damage to the rented equipment, howsoever caused. The period of the Customers liability will commence upon the equipment being delivered to the Customers premises or premises nominated by the Customer, and will terminate when the Company collects the equipment or returned to the Company’s premises.
23. Enforceability of conditions. The above conditions shall apply (save insofar as they may be varied by written agreements signed by a director of the Company) so far as they shall be held to be lawful and enforceable. If any condition or any part of any condition shall be held to be unlawful or unenforceable then the above Conditions shall be read and construed as if such conditions or part thereof as the case may be were omitted. Nothing herein contained shall be deemed to exempt the Company from liability for death or personal injury in circumstances in which any such exemption would be contrary to law.