TERMS & CONDITIONS OF SALE
In these Terms & Conditions “HARTS” means W. HART & SON (Saffron Walden) Ltd., and the “Buyer” means the person or firm or company purchasing the Goods from HARTS. “Goods” means the products which are the subject of the contract of sale to which these Terms & Conditions apply and “Order” means an order placed by the Buyer for the supply of goods.

ACCEPTANCE OF GOODS
1.1 All orders placed by the Buyer and accepted by HARTS are subject to these Terms & Conditions of Sale which are complete and exhaustive and override any other terms, conditions and provisions referring or purporting to refer to the Goods all other forms, conditions warranties, guarantees and representations (express or implied, statutory or otherwise) are hereby expressly excluded.
These Terms & Conditions of Sale are not capable of being varied, supplemented, qualified or interpreted by reference to any prior course of dealings between the parties.
1.2 Every Order received by HARTS, whether verbally, by post, by telephone or by fax, will not be deemed to constitute a contract of sale unless and until the Goods are despatched.
1.3 The Goods which form the subject-matter of each contract of sale shall be those specified in the Order and the Invoice, but in the event of any inconsistency between these documents the invoice of HARTS relating to the Order in question shall be conclusive as to what goods and in what quantities such Goods were contracted.
THE PRICE
2.1 HARTS reserves the right to revise prices without notice and Orders are accepted by HARTS on the condition that the price payable shall be that ruling at the date of despatch of the Goods, unless otherwise agreed in writing.
2.2 Unless otherwise stated in the contract of sale, the price for the Goods includes HARTS’ costs of standard packing, normal insurance and delivery of the Goods to the address in the United Kingdom or Eire specified in writing by the Buyer to HARTS on or with the Order. Unless otherwise indicated, prices are inclusive of U.K. customs and exise or other import duties, or taxes but are exclusive of value added relevant sales tax, which shall be for the Buyer’s account. The costs of any special packing or arrangements shall be for the account of the Buyer and the Buyer must make his own special insurance arrangements.
PAYMENT
3.1 The Buyer must pay for the Goods within 30 days of the date of HARTS statement, unless otherwise agreed in writing. 3.2 If payment is not received in full when due, the Buyer shall pay interest on the unpaid account at a rate per annum which is four per cent above the Barclays Bank Base Lending Rate at the time payment is due compounded with three-monthly rests. This entitlement to interest will not preclude HARTS from pursuing all available remedies for breach of contract.
3.3 The time for performance of the Buyer’s obligations (whether as to payment or otherwise) shall be of the essence so that failure to perform shall entitle HARTS at its option to treat the contract as repudiated by the Buyer or to delay delivery until HARTS is satisfied that the failure has been corrected.
3.4 The Buyer shall make all payments hereunder free and clear of and without deduction for any set-off or counterclaim or, except as required by law, any tax or other matter.
The minimum invoice value is £5.00
PROPERTY AND RISK
4.1 The Goods shall be at the Buyer’s risk from the time of delivery, or, if transport has been arranged by the Buyer, from the time they are delivered to the carrier for transport to the Buyer.
Without prejudice to 4.1 above and notwithstanding that the Buyer obtains possession of the Goods, the property in the 4.2 Goods will remain in HARTS until HARTS has received payment of the full purchase price together with VAT thereon and any interest for delayed payment.
4.3 Until payment in full has been made the Buyer shall hold the goods as bailee in a fiduciary capacity for HARTS and it shall be the responsibility of the Buyer to keep the Goods in good repair and condition at his own expense. The goods shall be held separate from any other assets and clearly marked as HARTS property.
HARTS shall be entitled to enter the Buyer’s premises without notice for the purpose of collecting and to collect the Goods or any of them and the Buyer shall be responsible for all HARTS costs and expenses in so doing.
4.4 The Buyer may sell the Goods by way of bona fide sale in the ordinary course of business and by way of sale as principal (not as agent), but may not otherwise dispose of, change the character of or convert the Goods until title therein has passed to the Buyer in accordance with paragraph 4.2.
4.5 Where any of the Goods are sold to a third party before title in them has passed to the Buyer, that sale will constitute a sale by the Buyer of HARTS property and accordingly the proceeds thereof shall be the property of HARTS. The Buyer will account to HARTS for such proceeds and pending such accounting will hold the same in trust for HARTS.
4.6 The Buyer’s licence to deal with Goods under paragraph 4.4 shall continue until revoked by HARTS, provided that it shall terminate automatically without notice in the event that the Buyer has a receiver appointed over all or any part of its assets or business or suffers the presentation of a winding-up petition or passes a resolution for its winding-up, or is in arrear with any sum due to HARTS from it or, being an individual or partnership, commits an act of bankruptcy or has a receiving order made against him or compounds with his creditors.
DELIVERIES
5.1 Time of delivery shall not be of the essence. Whilst every effort will be made to adhere to the agreed delivery dates, such dates are estimates only and HARTS shall not be liable for any losses, costs, damages or expenses suffered by the Buyer or any other person or company howsoever arising, whether directly or indirectly, out of any failure to meet any estimated delivery date. In the event that HARTS are requested to deliver goods to a third party such delivery will be entirely at the risk of the Buyer who shall continue to be bound by these Terms & Conditions.
5.2 Delivery is limited to the delivery of goods to the ground floor access of the customers premises and any damage to either the goods or Buyer’s premises beyond the ground floor access point will not be HARTS responsibility. Any movement of the Goods past the access point will be solely at the Buyer’s own request and risk.
SHORTAGES AND DAMAGE
6.1 The Buyer shall inspect the Goods immediately upon delivery and shall within 3 calendar days of such delivery give notice in writing to HARTS if it alleges that the Goods are not in accordance with the contract. Any claim outside the 3 days will not be accepted.
6.2 Any Goods in respect of which the Buyer makes a claim hereunder shall be preserved by the Buyer intact as delivered and at his risk for a period of 14 days from notification of the claim within which time HARTS or its agent shall have the right to attend at the Buyer’s premises to investigate the complaint and inspect the Goods. All original packings should be retained until inspected by HARTS or its Agent.
6.3 Any request to return Goods must be made to HARTS who will issue an authorisation notice. No Goods will be accepted for return without the correct authorisation document having been issued. All items to be returned must be securely packed together with all documents and accessories.
6.4 Any breach of these conditions shall debar the Buyer from pursuing any claim.
NO WAIVER
7.1 HARTS failure to insist upon strict performance of any provision of these Terms & Conditions of Sale shall not be deemed to be a waiver of its rights or remedies or a waiver by it of any subsequent default by the Buyer in the performance of or compliance with any of these Terms & Conditions of Sale.
ASSIGNMENT
8.1 Unless otherwise agreed in writing, the Buyer may not assign either the benefit or burden of any contract with HARTS. HARTS may delegate its performance under the contract and may assign any of its rights or benefits thereunder.
RELATIONSHIP OF THE PARTIES
9.1 Both HARTS and the Buyer are independent contractors under these Terms & Conditions of Sale and the parties acknowledge that neither of them is an agent or partner of the other for any purpose and that each of them is entirely without authority to act on behalf of the other in any manner. HARTS shall not be responsible to third parties for any claim arising out of the activities of the Buyer who shall indemnify HARTS for any amount which HARTS may be required to pay as a result of any claim.
FORCE MAJEURE
10.1 HARTS will not be under any liability whatsoever for non-performance in whole or in part of its obligation under the contract of sale as a result, (whether directly or indirectly) of any strike, lock out, fire, flood, inability to obtain materials, breakdown, delay of supplier or carrier, governmental act and regulation or any other cause beyond its control.
10.2 HARTS reserves the right to supply alternative Goods if the Goods ordered cannot reasonably be obtained because of any restrictions voluntarily or compulsorily established by or in connection with any Governmental Authority or programme but the Buyer within ten days of receipt of notice in that alternative goods are being supplied may cancel the order by notice in writing to HARTS. If no such cancellation is received within ten days then the Buyer will accept the alternative Goods.
GOVERNING LAW
11.1 These Terms & Conditions of Sale shall, in all respects, be governed and construed in accordance with English Law.