hohner

    Hohner Terms and Conditions

Hohner Automation Ltd. 

Units 14-16

Whitegate Industrial Estate, Wrexham

North Wales, UK

LL13 8UG

Company Registration No. 1513353

Hohner Automation Ltd  Vat No. is 352 0675 68

1.      PARTIES

In these Conditions:

“Hohner“ shall mean Hohner Automation Limited and any of its subsidiary Companies and its successors in title;

Buyer shall mean the person, form or company who accepts a quotation from Hohner for sale of goods or whose order for goods is accepted by Hohner, ”goods” shall meant the goods (including any instalment of goods) which Hohner is to supply in accordance with these conditions “contract” shall mean the contract for sale and purchase of the goods.

2.  APPLICATION OF CONDITIONS

(a)    These conditions alone constitute the entire agreement between the parties and supersede all prior dealings, negotiations, representations, or agreements, whether oral or written, expressed or implied. No variation of or addition to these conditions shall be effective unless in writing signed by an authorized representative of Hohner unless expressly agreed by Hohner.

(b)   These conditions apply to all contracts made by or with Hohner unless varied in writing signed by an authorized representative of Hohner. The placing of an order for the goods and/or work shall be an acceptance of these conditions notwithstanding any other conditions which may be set out or referred to in any other document.

(c)    These conditions shall prevail over any inconsistent terms and conditions referred to in the buyer’s order or in correspondence or elsewhere unless specifically agreed in writing by both parties and any conditions or stipulations to the contrary are hereby excluded or extinguished.

(d)   Any typographical, clerical or other error or omission in any sales literature , quotation, price list, acceptance of offer, invoice other documents or information issued by Hohner shall be subject to correction without any liability on the part of Hohner. Information contained in Hohner’s sales literature is for guidance only and the terms of such  literature shall not constitute a representation by Hohner for the purposes of any contract between Hohner and the buyer.

3. DELIVERY DATES

(a) Delivery dates whilst given by Hohner in good faith are approximate only are subject to change . Whilst Hohner will make every effort to meet the dates, no liability will attach to Hohner foe any delays or loss from failure to maintain them .Time of delivery is not of the essence of this contract.

(b) In particular, and without prejudice to the generality of sub-clause (a) of this clause Hohner shall not be liable for any delay in or failure of delivery caused by unavailability of any raw materials or equipment.

(c)     The buyer shall if required by Hohner accept delivery by instalments but                                         

shall not be entitled to demand delivery by instalments.

(d)    In the case of  partial completion  of an order Hohner shall be entitled to                                          

payment pro rata in respect of all goods supplied without prejudice to Hohner’s rights should non-completion be occasioned by the buyer.                                                  

(e)     In the event of the buyer returning or failing to accept any delivery of the

Goods in accordance with the contract Hohner shall be entitled at its option either to deliver and invoice the buyer for the balance of the goods then remaining undelivered or to suspend or cancel further deliveries under the contract. Hohner shall be entitled to store at the risk of the buyer any goods which the buyer refuses or fails to accept and the buyer shall pay all cost of such storage and any additional costs of carriage incurred as a result of such refusal.

(f)      Delivery of the goods shall be made by Hohner notifying the buyer that the goods are available for collection at Hohner’s premises or if some other place for delivery is agreed by Hohner delivering the goods to that place.

4.      PAYMENT

(a)  The buyer shall pay for the goods delivered within 30 days of the date of  Hohner’s invoice for the same unless otherwise agreed in writing between Hohner and the buyer and Hohner shall be entitled to charge interest at its discretion at the rate of 3% above the base lending rate from time to time of Natwest Bank plc, until payment is made. Without waiving any other rights or remedies Hohner may have ,Hohner may at its option defer deliveries under this contract or any other contract with the buyer until satisfactory settlement of unpaid amounts.

(b) The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request.

5.  OWNERSHIP

Hohner and the buyer expressly agree that until Hohner has been paid in full for the goods comprised in this contract and all other goods agreed to be sold by Hohner to the buyer for which payment is then due.

(a)  The goods comprised in this contract remain the property of Hohner (although the risk therein passes to the buyer at the point when delivery begins).

(b)   The buyer shall not be entitled to pledge or any way charge by way of security for any indebtedness for any of the goods which remain the property of Hohner but if the buyer does so all monies owing by the buyer to Hohner shall (without prejudice to any other right remedy of Hohner) forthwith become due and payable.

(c)  Hohner may recover the goods at any time from the buyer if the amount outstanding  from the buyer to Hohner in respect of the goods supplied shall remain unpaid after the due date for payment has passed and/or the buyer is in breach of any other of the terms of this contract or if this contract is determined for any reason whatsoever and if the buyer shall fail to deliver up to Hohner all or any of the goods then Hohner shall be entitled to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods.

(d)   The buyer has the right to dispose of the goods in the course of his business as agent of Hohner (but any warranties, conditions or representations given made by the buyer or any third party shall not be binding on Hohner).

(e) The buyer shall hold the goods as bailee for Hohner storing the same without charge and will deliver the same up to Hohner on demand.

6.    SPECIFICATIONS

(a)  Where specifications are to be supplied the buyer shall supply such specifications in reasonable time to enable Hohner to complete delivery within the estimated period. The buyer shall be responsible for ensuring the  accuracy of any specifications supplied by or on behalf of the buyer.

(b)  The buyer shall indemnify Hohner against all costs, claims, damages, penalties and expenses to which Hohner may become liable as a result of work done in accordance with the buyer’s specifications which involves the infringement of any third party right.

(c)  Hohner reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory or EC requirements or, where the goods are to be supplied to Hohner’s specification, which do not materially affect their quality or performance.

(7)  WARRANTIES AND LIABILITY

(a)  Subject to the conditions set out below Hohner warrants that the goods will be free from defects in material and workmanship for a period of 12 months from the date of delivery.

(b)  The above warranty is given by Hohner subject to the following conditions:

-Hohner shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the buyer.

-Hohner shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions,  failure to follow Hohner’s instructions (whether oral or in writing), misuse or alteration or repair of the goods without Hohner’s approval.

- Hohner shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment.

-The above warranty does not extend to parts, materials or equipment not manufactured by Hohner, in respect of which the buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Hohner insofar as Hohner is liable without expense to enforce the same.

(c) Subject as expressly provided in these conditions ,and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.  Where the goods are sold under a consumer transaction the statutory rights of the buyer are not affected by these conditions.  Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to meet specification shall (whether or not delivery is refused by the buyer) be notified to Hohner within 7 working days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery of the defect or failure. If delivery is not refused, and the buyer does not notify Hohner accordingly , the buyer shall not be entitled to reject the goods and Hohner shall have no liability for such defect or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.

(d)  Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to Hohner in accordance with these conditions, Hohner shall be entitled to repair or replace the goods (or the part in question) free of charge or, at Hohner’s sole discretion, refund to the buyer the price of the goods (or a proportion part of the price) , but Hohner shall have no further liability to the buyer and PROVIDED THAT Hohner shall have no liability to repair ,replace or refund unless the goods claimed to be defective are returned to Hohner at the buyer’s expense. 

(e)  Except in respect of death or personal injury caused by Hohner’s negligence. Hohner shall not be liable to the buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract ,for any indirect, special or consequential loss or damage ( whether for loss of profit or otherwise), costs, expenses other claims for compensation whatsoever (whether caused by the negligence of Hohner , its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the buyer, and the entire liability of Hohner under or in connection with the Contract shall not exceed the price of the goods, except as expressly provided in these conditions.

(f)  The buyer warrants that:

-It does not rely on Hohner’s skill or judgment in selection of the goods nor has it made known to Hohner any particular purpose for which the goods are supplied.

-These conditions are freely accepted by the buyer in the knowledge and on the basis that the price for the goods should be higher were Hohner under any liability or any potential liability other than that set out in these conditions.

8          CLAIM FOR SHORTAGE OR LOSS

No claim for damage in transit , shortage of delivery or any loss of goods will be entertained unless, in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to Hohner within three days of the receipt of the goods followed by a complete claim in writing within ten days of receipt of goods and in the case of loss of goods notice in writing is given to the carrier concerned and to Hohner and followed by a complete claim in writing within seven days of consignment. If delivery is not refused and the buyer does not notify Hohner accordingly the buyer shall not be entitled to reject the goods and Hohner shall have no liability for any resulting loss, defect or failure ,and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.

9          FORCE MAJEURE

Hohner shall not be liable for any failure or delay in delivering any goods or executing any work under this contract due directly or indirectly to hostilities, riot, civil commotion, strikes, lockouts, industrial dispute official or unofficial , legislation or official regulation , willful damage , the unavailability or transport, or to natural causes including but not limited to Act of God, earthquake, flood or tempest, or to fire or accident or theft or any other event outside Hohner’s control and Hohner may by written notice to the buyer forthwith determine this contract but without prejudice to any right of action which may have accrued prior to such termination .Where for such reason the availability of goods to the buyer is delayed the buyer shall take delivery of or collect the goods within seven days of being so requested by Hohner.

10      TERMINATION OF CONTRACT

(a)    If during the currency of the contract:

(i)  Any distress or execution is levied on the buyer’s property or assets.

(ii) The buyer (being an individual) makes or seeks to make any arrangement or composition with his creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against him.

(iii) (The buyer being a Company) any resolution or petition to wind up the buyer’s business (other than for the amalgamation or reconstruction), is passed or presented or a manager or receiver of the buyer’s undertaking, property or assets or any part thereof is appointed.

(iv) The equivalent of any of the foregoing events according to the law of the buyer’s place of business shall occur.

(v) The buyer makes default in any payment or is in breach of any of the buyer’s other obligations hereunder;

(vi) The buyer is involved in any legal proceedings in which the buyer’s solvency is questioned or the buyer is in the opinion of Hohner unable to pay the buyer’s debts.

(vii) The buyer ceases or threatens to cease trading.  Hohner on the giving of written notice to the buyer shall be entitled to terminate this contract and any other contracts with the buyer and/or to suspend deliveries under this contract and/or any other such contract.  The foregoing is without prejudice to any other rights Hohner may           

possess against the buyer for breach of this contract.

(b)    On termination of this contract before the completion of delivery of all the goods hereunder for whatever reason and without prejudice to any other rights Hohner may possess, Hohner shall be entitled to payment for such goods as Hohner shall have supplied.

11. LICENSES AND AVAILABILITY OF GOODS

Contracts and orders are accepted subject to Hohner receiving any necessary license to purchase or to use and the availability to Hohner of the required raw materials or instruments or other goods necessary for the production of the goods the subject matter of this contract.

12. VARIATION OF PRICE

(a) After the expiration of 30 days from the date of its quotation Hohner shall be entitled to alter the price appearing in the quotation without prior notice to the buyer and any order received by Hohner after such date shall be governed by the prices ruling at the date of receipt of order.

(b) Hohner further reserves the right to increase the price quoted to take account of increases in costs including labour, overheads, transportation and raw materials and/or the fluctuation of exchange rates between the quotation date and date of delivery of the goods or execution of the work.

(c) All prices quoted are net of value added tax and value added tax will be charged thereon at the appropriate rate for the time being.

(d) Additional charge will be made on all dispatches to cover the cost of packing materials , insurance and shipment of the goods to their specified destination. The additional charge will be at the rate of ruling on the date of dispatch.

13. ACCEPTANCE OF QUOTATION

No binding contract shall be deemed to have been effected by the acceptance by the buyer of any quotation made by Hohner until the order constituted by such acceptance has been confirmed by Hohner in writing . Quotations by Hohner shall not constitute an offer and Hohner reserves the right to withdraw or amend the same at any time prior to written confirmation of acceptance.

14. RIGHT OF SET OFF

The buyer shall pay the purchase price in accordance with the terms of this contract and shall not be entitled to make any deductions or set off against such payments, either in respect of any claim arising under this contract made between the buyer and Hohner or any other reason.

15. GENERAL

(a) Hohner may assign the benefit of or any right under this contract.

(b) The buyer may not assign the benefit of or any right under this contract without the prior written consent of Hohner.

(c) The invalidity or unenforceability for any reason of any part of this contract shall not prejudice or affect the validity or enforceability of the remainder. The failure on the part of either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

(d) Any notice, consent or the like required to be given by Hohner to the buyer in connection with this contract shall be in writing and shall be sent by First Class Post or facsimile transmission to the last known address of the buyer or its principal place of business and every such notice , consent and the like shall be deemed to have been given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.

(e) Any dispute under this contract shall be referred to an arbitrator to be appointed by both parties or in default of agreement by the President of the Law Society for the time being and decision of the arbitrator, however appointed shall be binding on both parties, such arbitration to be held in Wrexham the submission to arbitration shall be pursuant to the Arbitration Act, 1960 to 1979 or any statutory modifications thereof for the time being in force.

16. EXPORT TERMS

(a) In these conditions “Incoterms” means the International rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of incoterms shall have the same meaning in these conditions but if there is any conflict between the provisions of incoterms and these conditions, these conditions shall prevail.

(b) Where the goods are supplied for export from the United Kingdom , the provisions of this clause shall (subject to any special terms agreed in writing between the buyer and Hohner) apply notwithstanding any other provisions of these conditions.

(c)    The buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and or the payment of any duties on them.

(d)    Unless otherwise agreed in writing between the buyer and Hohner, the goods shall be delivered from the air or sea port of shipment and Hohner shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

(e)    The buyer shall be responsible for arranging for testing and inspection of the goods at Hohner’s premises before shipment, Hohner shall have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.  The buyer undertakes not to offer the goods for resale in any other country notified by Hohner to the buyer at or before the time the buyer’s order is placed or to sell the goods to any person if the buyer knows or has reason to believe that person intends to resell the goods in any such country.

17. INTERNET SALES

(a)     Same as above

18. SUPPLIER PORTALS

(a)     It is Hohner policy to not use supplier portals for processing orders and invoiceS or anything else, if this is a customer requirement, Hohner will charge 10,000 GBP to process each order and or invoice.

19. CHEERS

(a)     Thanks for reading this.  Not many do.