Terms and Conditions
HIGH TECHNOLOGY SOURCES LIMITED – HTSL
Conditions of Sale
The Customer’s attention is particularly drawn to the exclusions of liability in condition 11
1.1. The ‘Company’ shall mean High Technology Sources Limited, a company registered in England and Wales with company number 04386579 and its registered office address at 4th Floor 24 Old Bond Street, London, United Kingdom, W1S 4AW.
1.2. The ‘Customer’ shall mean the person, firm, company or other organisation entering into the Contract as defined in condition 1.5 of these conditions.
1.3. The ‘Goods’ shall mean all items manufactured or supplied by the Company.
1.4. The ‘Services’ shall mean all advice given and services performed by the Company, including installation of the Goods.
1.5. The ‘Contract’ shall mean the agreement arising between the Company and the Customer following receipt of the Customer’s order for the Goods and/or Services comprised in the Company’s quotation, or if no quotation has been given, the agreement arising on dispatch by the Company of a written acceptance of the Customer’s order or dispatch of the Goods,whichever first occurs.
1.6. The Customer Group means the Customer, its subcontractors and suppliers of any tier and its and their employees, directors, representatives, agents, servants, invitees and any person employed, hired or engaged by any of them.
All Contracts entered into by the Company are subject to and governed solely by these conditions which may only be varied by the Company in writing. These conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. PRICES AND QUOTATIONS
3.1 All quotations issued by the Company for the supply of Goods and Services shall remain open for acceptance for the period stated in the quotation or, if none is stated, for ninety days.
3.2 In all other cases prices for Goods to be supplied or Services performed by the Company shall be those ruling on the date of dispatch.
3.3 Unless otherwise agreed in writing the Company shall charge the Customer for packaging, carriage and insurance during transport.
3.4 All prices quoted for the supply of Goods and Services shall be exclusive of value added tax or any other taxes or customs/excise duties and the Company shall be entitled to charge these items to the Customer at the rate applicable at the date of invoice.
4.1 Unless otherwise agreed in writing payment of all invoices shall be paid to the Company in full in the currency as invoiced no later than twentyeight days from the date of invoice.
4.2 In the event of delay in payment the Company reserves the right to:
4.2.1 suspend deliveries and/or cancel any of its outstanding obligations underthe Contract and
4.2.2 levy a service charge to cover administrative and other associated costs in relation to overdue accounts at the rate of 2% per month on all unpaid amounts.
4.3 The Customer shall have no right to set off any amounts owing or alleged to be owing to it by the Company against unpaid invoices to the Company.
4.4 The Company shall have the right for reasonable cause to withdraw or refuse credit facilities or to require from the Customer cash on or before delivery, or security for payment, and to withhold delivery until such requirement is complied with.
4.5 Any claim or query by the Customer in respect of the invoiced price of the Goods or Services must be notified to the Company by the Customer within the credit period referred to in condition 4.1.
5. PACKAGING AND CONTAINERS
5.1 Containers, packaging, labelling, equipment and vehicles, where provided by the Customer, must comply with all relevant national and international safety regulations.
5.2 Where Goods are supplied by the Company in returnable containers these must be returned to the Company at the Customer’s expense in good condition within the period specified by the Company in writing. Title to the containers shall remain with the Company at all times but they shall be held at the risk of the Customer until return to the Company.
5.3 Failure by the Customer to comply with condition 5.2 shall entitle the Company to invoice the Customer after six months for the full replacement value of the container, or prior to that in line with the conditions specified in writing at the time of sale.
6.1 Unless otherwise agreed in writing, delivery shall take place when the Goods are passed to the carrier or shipping agent or to the Customer’s representative, whichever shall first occur.
6.2 The Customer shall ensure that adequate and safe facilities and procedures exist for receipt of the Goods at its premises at the time of delivery by the Company or its agent or carrier, and warrants to the Company that the site where it intends to use the Goods is suitable in all respects for their intended use and is licensed in accordance with any relevant local regulations, and such licenses shall be produced for inspection prior to delivery if the Company so requests.
6.3 All delivery dates are quoted in good faith but the Company reserves the right to alter them, notifying the Customer as soon as reasonably practicable. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
6.4 The Customer shall not be entitled unreasonably to delay delivery or refuse to accept delivery. If in the opinion of the Company the Customer:
6.4.1 is not ready to receive the Goods on the day intended, or
6.4.2 fails to give the Company adequate instructions, or
6.4.3 fails to collect Goods intended for collection, or
6.4.4 fails to comply with the provisions of condition 6.2 in whole or in part, then the Company shall be entitled to store, dispose of or otherwise deal with the Goods in any way it thinks fit without being responsible for any loss and to charge for any costs arising.
6.5 If the Customer does not take delivery of the Goods within 14 days after the Company notifies the Customer that the Goods are ready for delivery, the Company shall have the right to cancel the Contract.
6.6 The Customer shall promptly notify the Company in writing in the event that Goods do not arrive within seven days of their anticipated receipt.
6.7 If the Company fails to delivery the Goods its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is covered by the circumstances in condition 6.4 or the Customer’s failure to provide the Company with adequate delivery instructions.
7.1 In cases where the Company is involved in the installation of Goods the Customer shall allow the Company and its representatives proper access to the site during the installation period and following completion of installation the Goods shall be accepted by the Customer when the Goods have been demonstrated to be in proper working order, or within ten working days, whichever is the sooner.
7.2 In all other cases the Customer shall inspect the Goods within seven days of receipt and failure to notify the Company in writing of any defect or other proper objection to the Goods or their packaging within such period shall constitute acceptance by the Customer.
7.3 Acceptance by the Customer shall be without prejudice to its rights under condition 10.
8. RISK AND TITLE
8.1 The risk in the Goods shall pass to the Customer on delivery.
8.2 Title to the Goods shall remain with the Company until payment of allamounts due under the Company’s invoice and until then:
8.2 .1 the Customer agrees to store the Goods in such a way that the Goods are readily identifiable as the property of the Company and to maintain the Goods in good working order and condition; and
8.2 .2 the Customer agrees not to dispose of or resell the Goods until the Goods have been paid for in full.
8.3 In the event that the Customer being a Company enters into liquidation or has a winding up order made against it or has a receiver or administrator appointed in respect of its assets or being an individual or firm becomes bankrupt, the Company shall be entitled:
8.3 .1 immediately to terminate the Contract without notice; and /or
8.3 .2 to enter the premises of the Customer with such transport as may be necessary and repossess any of the Goods to which it is entitled under condition 8.2.
8.4 Nothing in this condition shall confer any right upon the Customer to return the Goods or to refuse or delay payment for the Goods.
9 .1 Where the Company is to perform Services the Customer shall ensure that:
9.1.1 adequate and safe facilities and procedures exist at its premises and that the Company is notified well in advance in English of any relevant
regulations or statutory requirements that affect such premises; and
9.1.2 where the Services are performed outside the United Kingdom the Company shall be notified well in advance in English of any regulation, consents or statutory requirements it has to comply with; and
9.1.3 subject to condition 9.1.1 and 9.1.2, it shall comply with all relevant regulations and provide all necessary licences and certificates.
9.2 The Company shall be entitled to refuse to perform the Contract if the provisions of condition 9.1 are not strictly complied with by the
9.3 Where the Company is to perform those Services listed below certain additional conditions shall apply to the Contract, copies of which are
available on request:
9.3 .1 consultancy and design;
9.3 .2 custom synthesis and labelling;
9.3 .3 loading, unloading and exchanging of radiation sources.
9.4 Time shall not be of the essence for the performance of the Services.
10.1 Certain items of Goods manufactured and/or supplied by the Company benefit from a long term warranty, details of which will be made available to the Customer in writing at the time of quotation or prior to conclusion of the Contract.
10.2. The Company warrants that (i) all Goods apart from those with a long term warranty under condition 10.1 will at the time of delivery, and for the period referred to in condition 10.5, be free from material defects and conform to the relevant technical specification and (ii) that all Services will be carried out by the Company with reasonable care and skill.
10.3. The Company shall not be liable for the Goods’ failure to comply with the warranty in condition 10.2 if:
10.3.1 the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
10.3.2 the defect arises as a result of the Company following any drawing, design or Goods specification supplied by the Customer;
10.3.3 the Customer alters or repairs such Goods without the written consent of the Company;
10.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
10.3.5 the Goods differ from their description or any relevant specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
10.4. The Company’s sole liability for breach of this warranty shall be at its option to give credit for, replace or repair any Goods or re-perform any Services provided that:
10.2.1 the Company is informed in writing within seven days of the failure or defect becoming apparent; and
10.2.2 the failure or defect is shown to the Company’s reasonable satisfaction to be due to its faulty design, workmanship, material or packaging.
10.5. The period of the warranty in condition 10.2 shall, except in the case of Goods sold by the Company for use in research which shall have a warranty period of 30 days from the date of delivery, extend for a period of 60 days from the date of delivery of the Goods or for any expiry period stated in the product literature, whichever is the shorter.
10.6. These conditions shall apply to any repaired or replacement Goods supplied by the Company under clause 10.4.
11. EXCLUSIONS AND LIMITATIONS OF LIABILITY
11.1 Nothing in these conditions shall limit or exclude the Company’s liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
11.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.1.5 defective products under the Consumer Protection Act 1987.
11.2 Subject to condition 11.1:
11.2.1 the company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
11.2.2 the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price for the Goods and/or Services that are the subject of the Contract, or £100,000, whichever is less.
11.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.4 The Company shall not be bound by any representations or statements on the part of its employees or agents whether oral or in writing and including those made in catalogues and other promotional material (excluding technical details and specifications) except where such representations or statements are expressly made part of the Contract.
11.5 The Customer shall ensure that the specification of the Goods ordered is suitable and safe for the intended use or environment of use except where it makes known details of such use to the Company in writing prior to conclusion of the Contract in such a way as clearly to place reliance on the Company’s special skills.
11.6 The Customer shall handle the Goods in a suitable and safe manner and shall comply with any instructions supplied to it by the Company. The Customer shall pass on to users (including but not limited to purchasers and users of other goods into which the Goods are incorporated) all relevant safety information and ensure that all users are given appropriate training for the proper use of the Goods. The Company may request, and the Customer shall provide, evidence that the Customer has obtained and provided all necessary training to users of the Goods so as to comply with the relevant laws and regulations of the United Kingdom including but not limited to the Customer’s permit issued by the Environment Agency for use of radioactive substances.
11.7 Where the Company experiences technical difficulties in the production of non-standard or custom-made Goods it may cancel the Contract without being liable to the Customer in any way.
11.8 Where the Customer supplies designs, drawings and specifications to the Company to enable it to manufacture non-standard or custom-made Goods the Customer warrants that such manufacture will not infringe the intellectual property rights of any third party.
11.9 This clause 11 shall survive termination of the Contract.
12.1 The Customer shall indemnify the Company in respect of any claim which may be made against the Company:
12.1 .1 That the use to which the Goods are put constitutes a breach of section 6 of The Health and Safety at Work Act, 1974, or any other relevant United
Kingdom or overseas safety legislation.
12.1.2 That the use to which the Goods are put infringes the patent, copyright or other intellectual property rights of any third party and/or
12.1.3 arising out of the failure by the Customer to observe the terms of the Contract.
12.2 The provisions of condition 12.1 shall not apply where the claim arises as a result of the negligence of the Company or use of the Goods in accordance with the Company’s written instructions.
12.3 This clause 12 shall survive termination of the Contract.
13 STANDING ORDERS
13.1 Acceptance by the Company of each standing and call off order received from the Customer for the supply and delivery of fixed quantities of Goods at stated intervals or for the supply of fixed quantities of Goods at intervals to be advised by the Customer shall constitute a single Contract.
13.2 All such orders once accepted are subject to cancellation by the Company giving one month’s prior written notice to the Customer and are subject to immediate cancellation by the Company without notice in the event that either:
13.2.1 the provisions of condition 8.3 apply to the Customer, or
13.2.2 the Customer is in breach of condition 4.1.
13.3 The Customer shall only be entitled to cancel such orders on giving one month’s prior written notice to the Company and after repayment to the Company of the amount of any discount or special price reduction from which the Customer has benefited up to the date of cancellation.
14 FORCE MAJEURE
14.1 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of the Company being delayed, hindered or prevented by any circumstances beyond its reasonable control including but not limited to any strike, lockout or any other industrial dispute, act of God, compliance with requirements of any government port or international authority, plant breakdown, equipment failure and inability to obtain equipment, fuel,
power, materials or transportation.
14.2 The Company shall promptly notify the Customer if an event of force majeure arises and during the period in which the Company is prevented from performing the Contract the Customer shall be entitled after giving the Company written notice of its intention to do so to purchase Goods elsewhere at its own cost and risk and the Company shall not be obliged to make up deficiencies which arise as a result.
14.3 If an event of force majeure exceeds one month the Company may cancel the Contract without limiting its other rights or remedies or incurring any liability to the Customer.
15.1 The failure of the Company to enforce its rights under the Contract at any time for any period of time shall not be construed as a waiver of any such rights.
15.2 The Customer undertakes not to use any trade marks or trade names applied to the Goods nor to do or permit anything whereby the goodwilland reputation for such trade marks or trade names is prejudiced or damaged. This clause 15.2 shall survive termination of the Contract.
15.3 A person who is not a party to the Contract shall not have any rights under or in connection with it.
16. GOODS RETURN
16.1 Certain items of Goods manufactured and/or supplied by the Company benefit from a one-for-one Goods return policy, details of which will be made available to the Customer in writing at the time of quotation or prior to conclusion of the Contract.
16.2 In all other circumstances, return of Goods supplied by the Company will be subject to the prior written agreement of suitable terms (including recompense) by the Company. Where a Customer returns Goods without such prior written agreement such Goods shall be returned to the Customer, who shall be charged fully for all costs incurred by the Company.
16.3 In all cases where acceptance of returned Goods has been agreed by the Company, then the Customer shall be responsible for all charges incurred in returning such Goods.
16.4 This condition shall not apply to Goods returned by the Customer to the Company under the warranty in condition 10.
17. GOVERNING LAW
17.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.
17.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
18.1 The Customer shall:
18.1.1 comply, and shall procure that each member of the Customer Group shall comply, with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010;
18.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
18.1.3 have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure its compliance with clause 18.1.1 and
18.1.2 and will enforce them where appropriate;
18.1.4 promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by any member of the Customer Group in connection with the performance of the Contract; and
18.1.5 immediately notify the Company in writing if a foreign public official becomes an officer or employee of any member of the Customer Group or acquires a direct or indirect interest in the Customer or in any member of the Customer Group (and the Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of the Contract).
18.2 The Customer shall ensure that all members of the Customer Group performing work or services in connection with the Contract does so only on the basis of a written contract which imposes and secures from such person terms equivalent to those imposed on the Customer in this clause 18.
19 FORCED LABOUR
19.1 The Customer shall:
19.1.1comply, and shall procure that each member of the Customer Group shall comply, with all applicable laws, statutes regulations and codes relating to slavery, servitude, forced or compulsory labour and human trafficking including the Modern Slavery Act 2015;
19.1.2undertake not to purchase any resource, materials or products from producers, suppliers or manufacturers using forced or compulsory labour in its operations or practices;
19.1.3have and shall maintain in place throughout the term of the Contract its own policies and procedures to ensure its compliance with clause 19.1.1 and 19.1.2 and will enforce them where appropriate;
19.1.4immediately notify the Company in writing if it becomes aware of any breach or alleged breach of this clause within its supply chain (and the Customer warrants that has not been convicted of any offence involving slavery and human trafficking and, having made reasonable enquiries, to the best of its knowledge none of the members of the Customer Group or their direct or indirect owners at the date of the Contract have been or are the subject or any investigation enquiry or enforcement proceedings by any government , administrative or regulatory body regarding an offence or alleged offence of or in connection with slavery and human
19.2 The Customer shall ensure that all members of the Customer Group performing services or work in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in this clause 19.