1. Definitions

In this document the following words shall have the following meanings:

1. Agreement: the documents comprising an Agreement and includes these Conditions, an Order Acknowledgement and its related Purchase Order for Goods. If there is any inconsistency between the documents comprising an Agreement, they shall have precedence in the order listed herein.
2. Buyer: the organisation or person with whom an Agreement is made by the Seller, whether directly or indirectly through an agent or third party acting for or instructed by them.
3. Conditions: these terms and conditions as amended from time to time in accordance with Clause 21 (Variation).
4. Goods: the articles or things described in a Purchase Order including raw materials, processed materials or fabricated products.
5. Intellectual Property Rights: all patents, rights to inventions, designs, data, information, copyright and related rights, trademarks, trade names, domain names, goodwill, rights in software, database rights, and other intellectual property rights relating to the Goods in all cases whether registered or unregistered.
6. Order Acknowledgement: the Seller’s written acceptance of a Purchase Order.
7. Parties: the Buyer and the Seller.
8. Purchase Order: an order for the purchase of Goods submitted by the Buyer.
9. Seller: Hague Fasteners Limited.

2. Construction

1. A person includes a natural person, corporate or unincorporated body.
2. A reference to a party includes its personal representatives, successors or permitted assigns.
3. A reference to ‘writing’ includes faxes and emails.
4. References to statutes include modifications or re-enactments.
5. ‘Including’ or similar expressions do not limit the preceding words.

3. General

These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer, to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer at any time, including any terms referenced in any purchase order or other document. These Conditions shall continue to apply to all future supplies under the Buyer’s credit account, notwithstanding any conflicting, overriding, or permanent terms proposed by the Buyer. No variation to these Conditions shall be effective unless agreed in writing and signed by authorised representatives of both Parties.

4. Orders

1. Verbal or telephone orders and any variations must be confirmed in writing by the Buyer. The Seller is not responsible for errors or misunderstandings arising from unconfirmed instructions.
2. No Purchase Order shall be binding on the Seller unless accepted in writing by means of an Order Acknowledgement.

5. Price and Payment

1. All prices are stated in Sterling (GBP) or Euro (EUR), as specified on the Order Acknowledgement or Invoice
2. Prices may be adjusted to reflect variations in costs (including materials, wages, duties, exchange rates) occurring after quotation or order submission.
3. Prices exclude VAT and transport, packaging, insurance and other applicable taxes unless agreed otherwise.
4. Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date, time being of the essence. Where alternative credit terms have been formally agreed in writing, those terms shall apply.
5. Overdue invoices carry interest at 8.00% per annum above the Bank of England base rate.
6. If payment is not made on time, the Seller may require advance payment, suspend deliveries, or terminate the Agreement.

6. Specification of Goods

1. No description or specification in the Seller’s literature forms part of any Agreement.
2. Goods may be subject to technical changes and development without notice.

7. Delivery and Risk

1. Delivery dates are estimates only.
2. Time is not of the essence unless expressly agreed.
3. The Seller is not liable for delays in delivery.
4. Delivery to a carrier constitutes delivery to the Buyer. Risk passes at that point.
5. Goods collected by the Buyer are at the Buyer’s risk upon collection.
6. Goods delivered by the Seller are at the Buyer’s risk when ready to unload.
7. The Buyer shall not have the right to defer or suspend delivery of Goods that are made to order or manufactured to the Buyer’s specifications. The Buyer shall accept and pay for any such Goods delivered in accordance with the Agreement, including deliveries made earlier than the estimated date where the Goods have been manufactured to the Buyer’s specification or order. If delivery is refused or delayed at the Buyer’s request, risk in the Goods shall pass immediately upon such refusal or request, and the Seller may store the Goods at the Buyer’s cost.
8. Claims for loss, damage, or non-compliance must be notified within 7 days of delivery, or within 10 days for non-delivery.
9. The Seller’s liability is limited to repair or replacement of defective Goods.
10. Storage charges may apply if forwarding instructions are delayed.

8. Title

1. Title remains with the Seller until payment in full.
2. Until title passes, the Buyer shall hold the Goods as fiduciary custodian for the Seller and store them separately, maintaining them in good condition and insured.
3. The Buyer may resell Goods in the ordinary course of business but holds proceeds on trust for the Seller.
4. Until title in the Goods passes from the Seller to the Buyer, the Buyer shall hold the Goods as fiduciary custodian for the Seller. In the event of the Buyer’s insolvency or material breach of the Agreement, the Seller may by written notice require the Buyer to immediately return any Goods still in existence and not incorporated or resold. If the Buyer fails to do so, the Seller may enter any premises owned or controlled by the Buyer to repossess those Goods.
5. The Seller may pursue payment even if title has not passed.

9. Buyer’s Obligations

1. The Buyer must provide all necessary information and consents for delivery, including import licences.
2. Unlawful termination by the Buyer requires payment of all Seller’s committed costs and, for cancellations on less than 56 days’ notice, the full price as liquidated damages.

10. Alterations to the Agreement

1. Variations require mutual written agreement.
2. Scope changes require a revised Order Acknowledgement.
3. Buyers may request changes within 2 days of Order Acknowledgement.
4. Seller will respond within 3 days with terms for acceptance.

11. Warranty

1. The Seller warrants it has the right to sell the Goods. The Seller further warrants that Goods manufactured by the Seller will, under proper use and subject to fair wear and tear, be free from defects in materials and workmanship for 12 months from delivery.
2. The Seller’s obligation under this warranty is limited to repair, replacement, or refund at its option.
3. The Buyer shall inspect all Goods upon delivery and prior to installation or resale. By installing, incorporating, or reselling the Goods, the Buyer accepts they are free from apparent defects and suitable for their intended application.
4. The Seller’s warranty obligations cease where Goods are installed, used, or resold without the Buyer verifying conformance to specification and suitability for end use. The Seller is not liable for costs of removal, reinstallation, or access in the event of replacement or repair.
5. The warranty does not cover defects arising from Buyer-supplied designs, misuse, improper handling, storage, installation, maintenance, accident or alteration.
6. Goods for repair or replacement must be returned at the Buyer’s expense.

12. Indemnity

The Buyer shall indemnify and hold the Seller harmless against all direct losses, costs, expenses and damages (including reasonable legal fees) arising from any breach by the Buyer of its obligations under the Agreement.

13. Returns

The Seller shall have no obligation to accept the return of any Goods other than in accordance with its Warranty obligations or as expressly agreed in writing. Goods manufactured to the Buyer’s specifications or to order are not cancellable or returnable except as provided in these Conditions.

14. Limitation of Liability

1. The Seller’s total liability under the Agreement shall not exceed the price paid for the Goods.
2. The Seller shall not be liable for any loss of profit, business, contracts, use, anticipated savings, goodwill or any indirect or consequential loss.
3. The Seller has no liability for design, material selection, or fitness for purpose where Goods are manufactured to the Buyer’s or any third-party’s designs, drawings, standards or specifications. The Seller’s liability is strictly limited to conformance with agreed specifications and defects in materials or workmanship as provided in the Warranty clause.
4. Nothing excludes liability for death or personal injury caused by negligence or for fraud.
5. Except as expressly provided in the Warranty clause, all other warranties, conditions or terms implied by statute (including, without limitation, sections 13 to 15 of the Sale of Goods Act 1979) or by common law are excluded to the fullest extent permitted by law.

15. Product Liability Insurance Exclusions

The Buyer acknowledges and agrees that the Seller’s product liability insurance contains specific exclusions which limit the Seller’s ability to provide indemnity or cover for certain categories of claims. In particular, the Seller shall have no liability or responsibility to the Buyer for any losses, claims or liabilities arising from:

1. Any judgment, award or settlement made against the Seller under the laws of the United States of America, or any order made anywhere in the world to enforce such a judgment, award or settlement.
2. Any fines, penalties, punitive, exemplary or multiple damages of any kind.
3. Any claim arising directly or indirectly from the discharge, dispersal, seepage, release or escape of any polluting or contaminating substances, or the cost of removing, nullifying or cleaning up such substances.
4. Any connections or dealings that would expose the Seller to sanctions or trade embargoes, including but not limited to connections with Sanctioned Parties (as defined by UN, EU, UK, US or other applicable sanctions lists) or business involving Comprehensively Sanctioned Countries.
5. Any sales, exports, shipments, or operations involving such Sanctioned Parties or Countries, including the use of sanctioned vessels or aircraft for shipping.
6. Any products knowingly supplied for use or installation in or on any aircraft or aerial device.

The Buyer is responsible for arranging and maintaining any additional insurance it requires to cover these excluded risks, and shall not rely on the Seller for any cover or indemnity in respect of such exclusions.

16. Free Issue Materials

Where the Buyer supplies any materials, components or parts (“Free Issue Materials”) for processing or incorporation into the Goods, the Buyer does so entirely at its own risk. The Seller shall not be liable for any loss of or damage to Free Issue Materials while in the Seller’s possession, except where such loss or damage results from the Seller’s proven negligence. The Seller shall not be liable for any costs or losses arising from the scrapping, unsuitability or failure of Free Issue Materials during processing. The Buyer is responsible for ensuring that all Free Issue Materials are of suitable quality and specification for the intended processing and shall bear the cost of any replacements required.

17. Termination

1. The Seller may terminate immediately for Buyer breach not remedied within 5 days of notice.
2. Termination if Buyer becomes insolvent or ceases business.
3. Termination does not affect accrued rights.

18. Intellectual Property Rights

1. The Seller retains ownership of all IP in its designs and specifications.
2. The Buyer warrants that Buyer-supplied designs do not infringe third-party rights and will indemnify the Seller against such claims.
3. The Seller agrees not to reproduce, use, or disclose any designs, drawings, specifications or other confidential information uniquely provided by the Buyer except to fulfil the Buyer’s orders. This restriction does not apply to any design, drawing or specification which is in the public domain, is an industry standard, or the proprietary specification of an OEM that is widely used by other customers.
4. The Buyer shall not alter, remove or tamper with any marks, numbers or other means of identification used on or in relation to the Goods. Any such alteration, removal or tampering shall immediately void all warranties, guarantees, and Seller liabilities in respect of those Goods.
5. The Buyer may re-package the Goods following receipt and inspection but shall ensure that any such re-packaging provides adequate protection to prevent damage during any onward transport, storage or resale. The Seller shall have no liability for any loss or damage arising from the Buyer’s failure to maintain suitable packaging or protection after delivery. Any such failure shall void all warranties and Seller liability in respect of those Goods.
6. The Buyer shall not use any of the Seller’s Intellectual Property Rights in any way that might prejudice their distinctiveness, validity, or the Seller’s goodwill.

19. Force Majeure

The Seller shall not be liable for delays or failures caused by circumstances beyond its reasonable control.

20. Assignment

1. Neither Party shall assign or transfer its rights or obligations without the other’s prior written consent, such consent not to be unreasonably withheld or delayed.
2. Either Party may assign to an Affiliate or successor in business upon prior written notice.

21. Variation

Any variation must be in writing and signed by authorised representatives of both Parties.

22. Severability

If any provision is held invalid or unenforceable, the rest remains in effect.

23. Rights of Third Parties

No third party may enforce any term under the Contracts (Rights of Third Parties) Act 1999.

24. Governing Law

This Agreement is governed by the law of England and Wales. The Parties submit to the exclusive jurisdiction of the English courts.

25. Confidentiality

Each Party agrees to keep confidential and not disclose to any third party any technical, commercial or other confidential information received from the other Party in connection with the Agreement, except as required to fulfil the Agreement or as required by law.