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General Sales Terms & Conditions

1 DEFINITIONS
1.1 Seller. means Houseman Services Limited.
1.2 Buyer. means the person, company or firm by whom the Goods were purchased and/or to whom the Services are supplied.
1.3 The Goods. means the Goods the subject of the contract or contracts to which these conditions apply.
1.4 The Services. means the services the subject of the contract or contracts to which these conditions apply.
1.5 The Product. means the goods and/or the services the subject of the contract or contracts to which these conditions apply.
1.6 Specification. means the standard specification of the Seller in respect of the Goods at the time of shipment.
2 CONDITIONS Every sale of the Product by Seller shall be subject to these conditions which shall apply to the exclusion of any items issued by Buyer or otherwise arising expressly or implied.
3 PRICE
3.1 Prices quoted are exclusive of value added tax and any other Government tax or duty applicable which is chargeable at the rate in force on invoicing.
3.2 Products are supplied at the price ruling at the time of despatch or as specified in the sales order.
3.3 Prices for equipment do not include the cost of installation or any pipe work required.
3.4 Seller reserves the right to charge Buyer for any increase in freight and carriage charges over those on which the Seller’s price is based.
4 PAYMENT
4.1 Net cash due as per Seller standard payment terms (as agreed with the Collections Department).
4.2 Time for payment is of the essence.
4.3 If any sum remains unpaid after the date for payment Seller may require Buyer to pay a surcharge of 2% per month or part thereof on such unpaid sum until payment received.
4.4 All payments by Buyer shall be made in full without any deduction whether by way of set off, counter claim or otherwise.
5 DAMAGES OR DEFECTS
5.1 Seller warrants that subject to the normal limits of industrial quality the Goods shall at the time of delivery comply with the Specification and be free from defects in materials or workmanship. If any Goods do not conform to that warranty Seller will at its option repair or replace the Goods, and/or refund and/or invoice credit Buyer in respect of the whole or the proportionate price paid by Buyer for the Goods.
5.2 Seller warrants that the Services will be carried out with reasonable skill and care. If the Services do not conform to the warranty Seller will at its option carry out remedial work to, or re-perform, such Services and/or refund and/or invoice credit buyer in respect of the whole or the proportionate price paid by Buyer for the Services.
5.3 The forgoing warranties under condition
5.1and 5.2 are conditional upon:
5.3.1 Buyer giving written notice to Seller of the alleged defect in the Goods and/or Services such notice to be received by the Seller within seven days of the time when Buyer discovers or ought to have discovered the defect and in any event within six months of delivery of the Goods and/or provision of the Services.
5.3.2 Buyer affording Seller a reasonable opportunity to inspect the Goods or if so requested by Seller returning the allegedly defective Goods to Seller’s works carriage paid by Buyer at Seller’s request for inspection to take place there.
5.3.3 Buyer making no further use of the Goods after the time at which Buyer discovered discovers or ought to have the defect.
5.3.4 The defective Goods having been used stored and maintained in accordance with any instructions information or literature issued or made available by Seller or in accordance with general trade practice and thee being no negligence or misuse on the part of Buyer its servants or agents nor the Goods having been altered or repaired by any person other than Seller or those authorised by Seller.
5.3.5 Seller being satisfied that the defect in the Goods and/or Services was due to its defective workmanship or use of defective Materials and without prejudice to the forgoing Seller shall be under no liability for defects due to wear and tear or neglect or use of the Goods for any purpose other than those for which they are designed.
5.4 Save as otherwise provided in this clause and to the extent permitted by law:
5.4.1 All conditions and warranties express or implied are hereby expressly excluded (other than section 12 Sale of Goods Act 1979 (as amended), section 2 Supply of Goods and Services Act 1982 and Section 2(3) Consumer Protection Act 1987).
5.4.2 Seller shall be under no liability for any loss or damage howsoever caused which arises in respect of Buyer’s liabilities to any third party.
5.4.3 Seller shall be under no liability for any indirect or consequential loss or damage howsoever caused and without prejudice to he foregoing Seller shall not be liable for any costs claims or damages or expenses arising out of any tortuous acts or omissions or any breach of contract or statutory duty or misrepresentation calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.
5.5 Nothing herein contained shall be construed as an attempt to exclude or limit the liability of Seller (i) in negligence for the death of or injury to any person; or (ii) for fraud or fraudulent misrepresentation.
5.6 Subject to conditions 5.4.1, 5.4.2 and 5.5 the maximum liability of Seller under or in connection with any contract to which these conditions apply (including for negligence) shall not exceed the price received by Seller under the contract.
5.7 Seller shall not be liable for loss or damage suffered or incurred by Buyer to the extent resulting from Buyer’s own negligence or wilful default.
5.8 Save to the extent that Seller is by this clause expressly made liable Buyer shall indemnify and keep indemnified Seller against any expense liability loss claim or proceedings what so ever arising out of or caused by or occurring in the course of the sale of the Goods and/or carrying out of the Services.
5.9 Seller accepts no responsibility for any drawing design or specification not prepared by Seller and Seller gives no warranty guarantee representation or opinion on the practicability of construction or of the efficacy safety or otherwise of materials to be supplied or work to be executed by Seller in accordance therewith and Buyer shall be responsible for the cost of any additional work caused by defects in any such drawings designs or specifications.
5.10 Seller’s water treatment program shall be fit for the purposes set out in writing by Seller; provided that the water treatment program does not cover, and Seller makes no warranties or representations with respect to, water system biohazards from waterborne pathogens, including but not limited to Legionella bacteria.
6.RISK Risk in the Goods shall pass on delivery from Seller to Buyer, notwithstanding that title to the Goods has not passed under Clause 8.
7 DELIVERY
7.1 Delivery is deemed to have occurred at these times:-
7.1.1 If Product is collected from Seller, at the time when loading of Product either in containers or through delivery line from Seller’s storage tank commences.
7.1.2 If Product is transported by Seller at request of Buyer, at the time when unloading of Product either in containers or through delivery line from delivery vehicle commences.
7.2 Deviations in quantity of Product delivered of up to a maximum of either 10% of weight or volume from that stated in any Quotation shall not give Buyer any right to reject Product or to claim damages, and Buyer shall be obliged to accept and to pay at the contract rate for the quantity of Product delivered.
7.3 Time for delivery shall not be of the essence.
8 TITLE
8.1 Property in the Goods shall not pass to Buyer until the price of the Product and every other sum whatsoever which is due from Buyer to Seller whether under this contract or otherwise howsoever have been received by Seller in cash or cleared funds. This clause shall apply not withstanding that the Goods have been affixed to or incorporated in real or other property.
8.2 Until property in the Goods has passed in accordance with clause
8.1 Buyer shall keep the goods in a fiduciary capacity as bailee and shall store them in such a way that they are identifiable as the property of the Seller and are separate from all other Goods in possession of Buyer.
8.3 Buyer shall have no right to sell the Goods without Seller's consent.
8.4 At any time before the property in the Goods shall have passed to Buyer in accordance herewith Seller may by notice in writing to Buyer determine Buyer’s right to use the Goods and Buyer shall thereupon at its own cost return the Goods to Seller and shall cease to be in possession of the Goods with the consent of the Seller. At any time after the giving of such a notice Seller may enter upon premises where the goods are or are reasonably believed to be and may remove the Goods.
8.5 Notwithstanding the forgoing:-
8.5.1 The Goods are at the entire risk of Buyer from the time of delivery.

8.5.2 Buyer shall not be entitled to return the Goods or any of them unless the Seller shall have given a notice pursuant to clause
8.4 above relating whether exclusively or not to the Goods.
8.6 Nothing in this clause shall in any way limit or modify Buyer’s obligation to pay for the Goods.
9 NOTIFICATION OF SHORT, NON-DELIVERY OR DAMAGE IN TRANSIT.
9.1 Buyer shall advise Seller in writing of any claim for short or non-delivery of the Goods or for damage in transit, within 7 days of the date of delivery or due date for delivery. Seller shall make good any shortage in the Goods delivered and will replace Goods damaged in transit as soon as it is reasonably able to do so, but shall not be under any liability howsoever arising, subject to the Goods being returned to the Seller forthwith.
9.2 If for any reason Buyer fails to accept delivery of the Goods, Buyer shall remain liable to pay the price for the Goods with interest at the time and at the rates specified in these conditions, and Seller shall be entitled to store the Goods and Buyer shall be liable to Seller for reasonable cost of such of such storage and shall be responsible for all loss or damage to the Goods howsoever arising, or Seller shall be entitled to cancel the contract.
10 HANDLING OF GOODS
10.1 Seller hereby gives notice to Buyer that Seller has available information and product and product literature concerning the conditions necessary to ensure that the Goods will be safe and without risk to health when properly used. If Buyer is not already in possession of such literature or requires any information or advice in connection with the safe use of Goods at work Buyer should immediately contact Seller.
10.2 Buyer undertakes to draw to the attention of his servants or agents or any person handling or otherwise using Product on behalf of Buyer or having access to Product whilst in possession of Buyer any information or warnings concerning the methods whereby or the conditions whereunder Product should be used or handled contained in Seller’s Product Data Sheet or other literature therein referred to and to ensure compliance by Buyer and such other persons with warnings suggestions or instructions relevant to Product made or contained in the Data Sheet or in any other literature referred to above. Buyer shall indemnify Seller against all costs, claims, demands and damages arising from any failure by Buyer to ensure that any person handling, using or having access to Product complies with information and warnings provided by Seller.
11 PACKAGES
11.1 Without prejudice to the generality of the word .package. shall include drums, intermediate bulk containers, Porta-Feeds and other containers.
11.2 Where Buyer has an option to return packages and does so, Buyer must return such packages empty, securely closed, in good order and extremely clean unless agreed otherwise. Buyer must consign packages .carriage paid. (unless otherwise agreed) from the point of delivery to the supplying works or depot indicated by Seller, and must advise Seller on date of despatch.
11.3 Packages returned promptly in the manner aforesaid may be subject to an allowance at Seller’s standard rate operating at the time of receipt by Seller.
11.4.Loaned packages. remain the property of Seller at all times. Buyer must make them available as soon as possible for return to the supplying works or depot indicated by Seller, ensuring that they are correctly labelled. Transport arrangements must be agreed with Seller. Such packages must be securely closed and in clean external condition. Any packages not returned, or not returned in good order and condition, within a reasonable period, shall be paid for by Buyer at Seller’s standard rate operating at the date of issue by Seller to Buyer of a debit note relating to such packages.
11.5 Loss of or damage to packages stated to the Seller’s property shall be for Seller’s account, if the loss or damage occurs prior to the point of delivery and notice has been given in accordance with condition 9 above, or if the loss or damage occurs after the packages have been handed empty to Seller or to a carrier for return to Seller. All other loss or damage to packages shall be Buyer’s responsibility.
11.6 Buyer must immediately notify Seller of any loss or damage to packages however caused while the packages are in Buyer’s possession or control.
12 INSOLVENCY OF BUYER In the event of Buyer entering into any arrangement or composition with its creditors committing any act of bankruptcy or (being a corporation) an order being made or a resolution being passed for its winding up except for purposes of amalgamation or reconstruction as a solvent company or a Receiver and Manager Receiver Administrative Receiver or Administrator being appointed in respect of the whole or any part of its undertaking or assets or committing a material breach of these conditions (and in the case of such breach being remediable, fails to remedy it within 14 days of receiving notice to do so) Seller may without prejudice to any other rights terminate the contract to which these conditions apply forthwith by written notice to Buyer and shall be entitled to suspend all or any work or future deliveries of Goods and/or the provision of Services under this or any other contract. 

13 FORCE MAJEURE
13.1 Seller shall not be liable for any failure to delivery Product arising from circumstances outside the Seller’s control. Non-exhaustive illustrations of such circumstances would be act of God, not, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (U.K. or otherwise) delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
13.2 Should Seller be so prevented from delivering, it shall give Buyer written notice of this fact as soon as reasonably practicable after discovering it.
13.3 If the circumstances preventing delivery are still continuing three months after Buyer receives Seller’s notice, then either party may give written notice to the other cancelling the contract to which these Conditions relate. 13.4 If the contract is cancelled in this way Seller will refund any payment which Buyer has already made on account of the price (subject to deduction of any amount Seller is entitled to claim from Buyer), but Seller will not be liable to compensate Buyer for any further loss or damage caused by failure to deliver.
13.5 Any delay in delivery of Product which is excusable under this clause shall be excused, notwithstanding that goods of the same description may be available from another source for purchase by the Seller for supply to Buyer.
14 NOTICES Any such notice required to be given or served in accordance with these conditions shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned its address specified overleaf. 
15 ASSIGNABILITY No contract entered into by Buyer with Seller to which these Conditions relate shall be assigned by Buyer. Nothing herein shall prevent Seller from sub-contracting all or part of any contract to which these Conditions relate. 

16 COMPUTATION OF TIME In the computation of time, where the period referred to in Clause 9 is seven days or less, Saturday, Sunday and any public holiday shall not be included.
17 SELLER.S LIEN In addition to any other right or lien for which Seller may by law or the other terms hereof by entitled Seller shall be entitled to a general lien on all the goods and property of Buyer in Seller’s possession.
18 INTELLECTUAL PROPERTY
18.1 Buyer shall not use the Goods or any specifications, designs or drawings or any other information supplied by Seller for the purpose of designing or manufacturing identical goods. All patent registered design, copyright and other industrial property rights in or in connection with Goods which Seller may have shall remain the property of Seller.
18.2 Buyer shall indemnify Seller against all charges, damages, penalties, cost and expenses to which Seller may become liable as a result of work done or goods supplied in accordance with Buyer’s instruction which involves the infringement of any letters, patents, trademarks, copyright or registered design or other rights of any third party.
19 PROPER LAW AND JURISDICTION Any contract between Seller and Buyer shall be governed by and construed in accordance with English Law and subject to the jurisdiction of the English Courts.
20 CONSIGNED INVENTORY The following terms and conditions apply to any inventory provided on a consignment basis to Buyer (the .Consigned Product.).
20.1 Buyer shall provide an appropriate storage vessel or storage location, when appropriate, for the Consigned Product. Buyer shall mark such storage vessel to show Seller’s ownership of the Consigned Product, and agrees to execute such other documents (e.g. financing statements) as are deemed appropriate by Nalco to protect its interest in the Consigned Product. Title to the Consigned Product shall pass from Seller to Buyer upon (i) removal of the Consigned Product from a storage vessel for any reason other than return of the Consigned Product at Seller’s request, or (ii) opening of a package holding Consigned Product.
20.2 Seller shall have the right to inspect the Consigned Product. After delivery to and receipt by Buyer of Consigned Product, Buyer shall be responsible for loss of or damage to any Consigned Product unless caused by or resulting Seller’s negligence or wilful misconduct. With respect to the Consigned Product, Buyer shall maintain appropriate insurance coverage and shall name Seller as a loss payee.
20.3 Upon termination or expiration of this Agreement, Buyer shall purchase all remaining Consigned Product at the then current price and Buyer shall be responsible for any shipping or delivery costs associated with return of such Consigned Product.