Terms and Conditions of Sale and Supply

HANSON SALT LTD (hereinafter called the Supplier) sells it goods and provides its services in accordance with the following terms and conditions which shall apply to every transaction with third parties unless they are varied in writing by a Director of the Supplier.

1.0 GENERAL
1.1 Unless otherwise stated by the Supplier upon the face of any quotation or acceptance of order these terms and conditions shall be incorporated into any contract made between the Supplier and any person firm or company with whom it contracts and shall prevail in case of any inconsistency between any other terms or conditions in any contract.
1.2 All purchase orders and acceptance of quotations made to the Supplier shall be deemed to incorporate these terms and conditions to the exclusion of any conflicting terms and conditions submitted by any person firm or company with whom the Supplier ultimately contracts.
1.3 There shall be no variation from these Terms and Conditions unless separately stated in writing by the Supplier prior to formation of any contract.
1.4 Any order or invitation to treat or acceptance from a client which incorporates any term or condition in conflict with the these Terms and Conditions or which extends the liability of the Supplier from these Terms and Conditions shall not be incorporated into any contract with the Supplier unless expressly done in writing by a Director of the Supplier prior to formation of any contract.

2.0 DEFINITIONS
Within these Terms and Conditions the following expressions shall have the following meanings.
2.1 'the Client' shall mean the person firm or company who has requested the Supplier to provide Goods or Services or with whom the Supplier contracts for the provision for Goods or Services.
2.2 'Goods' shall mean the articles which the Buyer agrees to buy from the Supplier.
2.3 "the Supplier" shall mean Hanson Salt Limited.
2.4 "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by a Director of the Supplier.
"Delivery Date" means the date specified by the Supplier when the Goods are to be delivered.

3.0 QUALITY
3.1 The quality and description of the Goods shall be set out in the Supplier's specification.
3.2 The Supplier may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially effect the quality or fitness for purpose of the Goods.
3.3 Any contractual description of the Goods by the Supplier relates to the identity of the Goods but only if it relates to a central characteristic of the Goods or to a substantial ingredient in their identity.

4.0 LIABILITY
4.1 The Supplier shall not be liable for any losses including economic or consequential loss howsoever arising from the supply of Goods by the Supplier

5.0 CARRIAGE AND PACKING
5.1 When Goods are despatched by special carrier at the Clients request any additional cost of carriage incurred will be charged on the invoice.
5.2 The Supplier shall replace free of charge any Goods lost or damaged in transit provided both the carrier and the Supplier are advised in writing (otherwise than upon carriers documents) within seven days of issue of advice note or invoice in case on non-delivery or within three days of delivery in case of damaged goods.

6.0 ACCEPTANCE OF THE GOODS
6.1 The Client shall be deemed to have accepted the Goods six (6) hours after delivery to the Client.
6.2 After acceptance the Client shall not be entitled to reject Goods which are not in accordance with the contract.

7.0 TITLE AND RISK
7.1 All Goods shall remain the property of the Supplier until the full purchase price thereof has been paid.
7.2 Risk shall pass on delivery of the Goods.

8.0 PRICES
8.1 The Supplier's prices for sales are subject to change, the actual price to be paid for the Goods will be as the current list price ruling at the time of despatch.
8.2 All prices are exclusive of Value Added Tax, and are strictly nett, that is, no further discount is applicable.

9.0 CREDIT
9.1 Any Client order is accepted subject to the Clients credit being approved by the Supplier.
9.2 The Supplier may in its absolute discretion at any time prior to delivery require payment of the price in whole or in part before making delivery to the Client.
9.3 The Supplier shall only deliver Goods and services to the Client after satisfactory credit approval has been received by the Supplier or pro-forma payment has been received.

10.0 PAYMENT
10.1 Unless otherwise stated in writing by the Supplier payment is due to the Supplier for any goods or services supplied thirty days from the date of invoice.
10.2 Any quoted discount shall not be applicable unless payment is made in strict accordance with the terms and conditions herein.
10.3 Interest on overdue invoices shall accrue from the date of when payment becomes due from day to day until the date of payment at a rate of 4 % above Yorkshire Bank Plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
10.4 At the discretion of and upon request by the Supplier the Client shall pay the amount requested by the Supplier on pro-forma invoice prior to the issue of goods to the Client.

11.0 SUSPENSION OR CANCELLATION OF DELIVERY
11.1 The Supplier reserves the right to suspend delay or cancel the delivery of some or all the Goods or require advance payment for them if the Client is or reasonably appears unable to pay its debts and in those circumstances the Supplier shall also retain any other rights it has against the Client.
11.2 The Supplier shall be entitled to postpone any delivery until full payment has been received by the Supplier, in accordance with Clause 11.1 of these conditions.
11.3 The Supplier reserves the right to suspend or cancel the delivery of Goods or supply of services without notice if the Client fails to make any payment as and when due to the Supplier.
11.4 Any and all guarantee arrangements shall immediately become invalid should there be any breach of the conditions contained herein.
11.5 Should the Client as a result of actions set out in Clauses 11.1 to 11.4 incur penalties or damages through any subsequent third party arrangements or agreements, the Supplier shall not be held responsible or liable nor shall the Supplier accept any charges resulting from any such penalties or damages.

12.0 INABILITY TO SUPPLY
12.1 Should the Supplier not be able to perform the services ordered for reasons beyond its control (including failure by the Client to supply delivery or other instructions) or on account of industrial disputes or, in the case of stock items, on account of stock being exhausted the Supplier reserves the right to cancel any order subsequent to acknowledgement of it upon giving the Client reasonable notice and the Supplier shall not then be liable for any loss thereby caused.

13.0 FITNESS FOR PURPOSE
13.1 The Client must satisfy itself that the Goods supplied are fit for its purpose, as this is not guaranteed by the Supplier, and all warranties express or implied are hereby excluded.

14.0 DELAY IN DELIVERY
14.1 The Supplier shall not be liable for any loss or damage whatever due to failure by the Supplier to deliver the Goods promptly or at all.
14.2 Notwithstanding that the Supplier may have delayed or failed to deliver the Goods promptly the Client shall be bound to accept delivery and to pay for Goods in full provided that delivery shall be tendered at any time within two months of the Delivery Date.
14.3 Time shall not be deemed to be of the essence of the Contract and no liability will be accepted by the Supplier for any loss including economic or consequential losses or damages arising from the delay in delivery or failure to supply or deliver by a quoted date.

15.0 DELIVERY
15.1 Delivery of Goods shall be made to the address stated within the Purchase Order and the point of delivery shall be nearest suitable and reasonable off load point for any heavy goods vehicle.

16.0 INSPECTION
16.1 Although there would normally be permission for the Client's representative to visit the Suppliers premises, such permission is not automatic.

17.0 CONDITIONS OF CLIENT'S ORDERS
17.1 The Supplier shall only accept the Client's order subject to the terms and conditions contained herein.
17.2 The Goods and/or services described within the Supplier's quotation shall only be accepted on a Client's purchase order and shall not be subject to any sub contract order or terms or conditions thereof, or any other terms or conditions offered by the Client unless separately agreed in writing by a Director of the Supplier.

18.0 THIRD PARTY
18.1 The Supplier shall not be responsible for nor shall they accept any penalties, costs or damages as a result of any undertakings from a third party.
18.2 The Supplier shall not accept or be required to accept any undertakings or conditions offered to the Client by or from any third party

19.0 SET OFF
19.1 The Client shall not be entitled to set off any amounts due to the Supplier against any one contract against any other contract made between the Client and Supplier.

20.0 HEADINGS
20.1 The headings in these conditions are for guidance only and shall not used in any way in the interpretation of their meanings.

21.0 PROPER LAW
21.1 These conditions and any contract of which they form part shall be governed and construed in accordance with English Law and the Client and the Supplier submit to the non exclusive jurisdiction of the English Courts.

22.0 ERRORS - OMISSIONS
22.1 In the event that any quotation by the Supplier is found to contain an error or omission then the Supplier reserves the right to amend the same and shall be entitled to reimbursement in consequence thereof.