Terms and Conditions of Purchase
1.1 In these terms and conditions, the party issuing these conditions, i.e. the purchaser/customer, shall be referred to as Hobson Industries Ltd, and the seller/supplier shall be referred to as the supplier.
2 Applicability of conditions
2.1 These terms and conditions shall apply to all requests, assignments and agreements regarding goods and services provided to Hobson Industries Ltd, insofar as these terms and conditions are not expressly set aside in writing by the parties. Amendments or additions to these terms and conditions may only be considered binding upon express written consent of Hobson Industries Ltd.
2.2 If one or more stipulations of these terms and conditions, for whatever reason, should become invalid, the rest of these terms and conditions shall remain in effect and the parties shall determine in mutual consultation a stipulation to replace the invalid stipulation, whereby the aim and purpose of the original stipulation shall be taken into due account.
2.3 The supplier, having once entered into a contract with Hobson Industries Ltd according to these general terms and conditions, is considered to have automatically agreed to apply these terms and conditions to any subsequent verbal, written, faxed or automated request, assignment or agreement.
2.4 The general terms and conditions of the supplier are not applicable unless those general terms and conditions are expressly accepted by Hobson Industries Ltd in writing.
3.1 The offer made by the supplier shall be considered binding for at least 4 weeks from date of issue, unless otherwise agreed by the parties in writing. The offer is considered to be an irrevocable offer from the supplier.
3.2 The supplier is always obliged to inform Hobson Industries of price reductions, including upcoming price reductions, even before a contract is established between the parties.
3.3 The offer shall be drawn up at the supplier’s expense.
3.4 The price stated in the offer is fixed and is also considered to represent all costs necessary to deliver the goods and/or services to the location designated by Hobson Industries Ltd.
4.1 Unless otherwise agreed, delivery shall be by free domicile to the delivery address agreed with Hobson Industries Ltd.
4.2 The delivery date or period stated in the assignment/agreement shall be considered an exact deadline and shall apply to the entire delivery.
4.3 The delivery is for the risk of the supplier until it arrives at the agreed delivery location and is accepted and received by Hobson Industries Ltd. Title transfers to Hobson Industries Ltd at the time of delivery.
4.4 If circumstances arise which lead to an expectation that an agreed delivery date or period will be exceeded, the supplier must immediately inform Hobson Industries Ltd, stating the reasons, in form of written communication, unless otherwise agreed.
4.5 In the event the agreed delivery date or period is exceeded, Hobson Industries Ltd is entitled—without prior notification of breach—to impose on the supplier a penalty of 1% of the price of the delivery per calendar week or partial calendar week, up to a maximum of 5%, immediately payable on the date imposed. Imposing, collecting or settling the penalty shall not prejudice the right of Hobson Industries Ltd to demand compliance.
4.6 Retention of title claims made by the supplier shall not apply. Hobson Industries Ltd hereby expressly rejects any such claims. The supplier hereby expressly accepts this rejection of claim.
5 Quality and guarantee of delivery
5.1. The supplier guarantees Hobson Industries Ltd that the delivery:
- Is of good quality and free of flaws;
5.1.2 Is completely in accordance with stipulations in the agreement and stated specifications;
5.1.3 Is suitable for the purpose for which the delivery is intended by virtue of the nature of the item or according to the order;
5.1.4 Meets the applicable English and European legal and regulatory requirements as well as industry safety and quality standards.
5.2 Hobson Industries Ltd have the right to inspect the shipment or have it inspected before delivery. The supplier must provide all necessary cooperation to this end. If the shipment is rejected, Hobson Industries Ltd shall inform the supplier and Hobson Industries Ltd may choose to have the shipment replaced or require restoration or proceed to dissolution or cancellation of the agreement.
5.3 The warranty period shall comprise a minimum of 12 months from the time goods or services are taken into use.
5.4 If, within the warranty period, the delivery is found to fall short of the stipulations in section 5.1 of this article, the supplier shall, on the first request and at the discretion of Hobson Industries Ltd, repair or replace the delivery within two weeks. If the supplier remains in default of its warranty obligations, Hobson Industries Ltd has the right to arrange replacement or repair at the expense of the supplier, whether or not with the assistance of a third party. Hobson Industries Ltd shall inform the supplier in writing in advance of this step when possible.
5.5 For replaced or repaired items belonging to a delivery by the supplier, a new warranty period equal to the original period shall apply.
6.1 Hobson Industries Ltd is entitled to offset outstanding claims against amounts due to the supplier.
6.2 Payment will be made within the agreed time frame as per terms and conditions stated on the supplier invoice.
6.3 When supply is for a Defence and Security Public Contract assurance is given that payment will be on 30-day terms and this requirement should also be passed down through your supply chain.
7 Suspension, dissolution and premature cancellation of the contract
7.1 Hobson Industries Ltd is entitled to suspend the fulfilment of the obligations or further performance of the contract or to dissolve the contract if:
7.1.1 the supplier fails to fulfil the obligations arising from the contract and/or these terms and conditions of sale, or does not fulfil them fully or in a timely fashion;
7.1.2 after concluding the contract, circumstances come to the knowledge of Hobson Industries Ltd which give good justification for concluding that the supplier will not fulfil its obligations;
7.1.2 If Hobson Industries Ltd proceeds to dissolution or suspension, Hobson Industries Ltd is in no way obliged to provide compensation for loss or costs incurred by the supplier.
7.2 If Hobson Industries Ltd completely or partially cancels an order that has already been placed, the items ordered and made ready, plus any related shipping and delivery costs and labour time reserved for the execution of the agreement cannot be charged to Hobson Industries Ltd.
8.1 Regardless of any other rights accruing to Hobson Industries Ltd, Hobson Industries Ltd is entitled to fully or partially dissolve the contract without further notice of default by means of a written notification if:
8.1.1 the supplier is in default of fulfilment of one or more obligations stemming from the contract and/or these purchasing terms and conditions;
8.1.2 the supplier is declared bankrupt, has requested suspension of payment, has suspended operations or liquidated its business, attachment is laid on a considerable portion of its capital or transfers its company to a third party;
8.1.3 the products are rejected after an inspection or re-inspection by or on behalf of Hobson Industries Ltd.
8.2 In the event of dissolution, delivery remains at the risk of the supplier. The goods remain at the supplier’s disposal and must be picked up by the supplier. The supplier shall immediately refund all payments made by Hobson Industries Ltd relating to the dissolved agreement.
9 Liability and indemnity
9.1 The supplier is liable for all loss suffered by Hobson Industries Ltd as a result of attributable failure by the supplier to fulfil the contract and/or these terms and conditions of purchase in a timely or appropriate manner.
9.2 The supplier indemnifies Hobson Industries Ltd for any claims by third parties in connection with the fulfilment of the contract.
10 Applicable law/disputes
10.1 The laws of The United Kingdom shall govern this agreement.