Terms & Conditions

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SUPPLY OF SERVICES – APRIL 2024

This version of ‘HSB Technical Services Limited’s’ Terms and Conditions (as detailed in the footer) override those which have been previously held. All sales are now subject to these Terms and Conditions of Sale.

DEFINITIONS

‘HSB Technical Services Limited’ refers to HSB Technical Services Limited and subsidiary companies as defined in Section 1154 of the Companies Act 1948 and shall not include its successors and assigns.
‘Working Days’ means a day (other than a Saturday, Sunday, public holiday or company holiday) when we are open for business.
‘Customer’ means a person/firm/company to whom ‘HSB Technical Services Limited’ supplies Goods (as herein defined) and shall include the Customers legal personal representatives’ successors and assigns.
‘Seller’ means HSB Technical Services Limited.
‘Contract’ means any agreement between ‘HSB Technical Services Limited’ and the Customer for the supply of Goods.
‘Force Majeure Event’ means an event beyond reasonable control of the Seller including but not limited to; strikes, lock-outs or other industrial disputes (whether involving the Seller or any other party), failure of a utility service or transport network, act of God, pandemic or epidemic, war, riot, terrorism, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, default of suppliers or subcontractors.
‘Goods’ means the products or parts thereof to be supplied but not necessarily manufactured by ‘HSB Technical Services Limited’ to a Customer as detailed in the Order Acknowledgement.
‘Contact Price’ means the sum so named in the Contract and is ex works, exclusive of VAT and other taxes and delivery costs which are payable in addition at the date of invoice.
‘Losses’ means:

(i) any indirect, special or consequential loss or damage; or

(ii) loss of data or other equipment or property; or

(iii) economic loss or damage; or

(iv) incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or

(v) any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill.

‘Premises’ means the place or places other than ‘HSB Technical Services Limited’s’ Premises to which the Goods are to be delivered.
‘Date of Handover’ means the date upon which the Customer is required to sign the Certificate of Handover or accept delivery of Goods.

CONTRACTS

Any quotation submitted by ‘HSB Technical Services Limited’ to the customer shall constitute an offer and shall remain open for acceptance in the manner prescribed for a period of 30 days from the date of quotation unless otherwise stated in writing within the quotation and proposal documentation.
Any contract between ‘HSB Technical Services Limited’ and the customer shall incorporate and be subject to these terms and conditions. Any terms or conditions contained in the customer’s order form or other document which are inconsistent with these general terms and conditions shall not apply unless it is agreed in writing by ‘HSB Technical Services Limited’.
If any provision hereof shall be held by a court of competent jurisdiction to be invalid or voidable such provision shall be struck out and the remainder hereof shall stand in full force and effect.
The Customer shall ensure that the description of the goods ordered which is contained in its Purchase Order and any applicable specifications is complete and accurate.
All Purchase Orders placed by a prospective Customer shall be placed by e-mail, or, where agreed in advance in writing by the Seller, by telephone.
The Seller reserves the right to give in writing notice of the withdrawal of a quotation at any time within the period of validity of the quotation and before the Contract is formed. In the event that the Seller changes the price of any of the goods offered for sale or supply, any existing quotation in respect of those goods) shall be deemed to be automatically withdrawn and the Seller shall issue a new quotation to the prospective Customer.
The prices stated in the Seller’s quotations are exclusive of VAT.

GOODS

The Seller may alter the Specification for Goods:

(i) for the purpose of making changes to the Goods which it can establish to the reasonable satisfaction of the Customer constitute improvements to the Goods or;

(ii) if required by any applicable statutory or regulatory requirements.

The Seller may increase the price of the Goods by giving notice in writing to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Seller that is due to:

(i) any factor beyond the control of the Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in the cost of acquiring or manufacturing the Goods;

(ii) any request by a Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification for Goods; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure by the Customer to the give the Seller adequate or accurate information or instructions in respect of the Goods.

All drawings, designs, and quotations for which goods are not subsequently ordered by the Customer shall remain the property of the Seller and be treated as confidential by the Customer and not used in any way. The Seller shall have no liability in relation to any such drawings, designs or quotation.

LIABILITY

Subject to the specific warranty provisions herein contained ‘HSB Technical Services Limited’s’ liability for any claims for incidental injury loss or damage by the customer arising out of or in connection with defects in the product or any act omission or neglect or default (whether or not the same constitutes a fundamental breach of the contract or a fundamental term thereof) of ‘HSB Technical Services Limited’ , its servants or agents in the performance of the contract shall be limited to the provisions as detailed in the ‘Insurance’ section of these terms.
‘HSB Technical Services Limited’ shall not in any event be liable for any consequential loss or damage howsoever caused.

TITLE AND RISK

Risk in the products shall pass to the customer on delivery to the premises.
The title in the Goods supplied shall not pass to the Customer until receipt by the Seller in cleared funds of payment in full (including payment of any default interest) for:

(i) the Goods; and

(ii) any other goods that the Seller has supplied to the Customer and in respect of which payment is due.

Until the title in the Goods passes to the Customer the Customer shall:

(i) be a bailee of the Goods;

(ii) store the Goods separately from all other goods held by the Customer so that the Goods remain readily identifiable as the Seller’s property;

(iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(iv) not fix or annex the Goods to or merge the Goods with any part of the Customer’s premises, plant or equipment without the Seller’s prior consent in writing;

(v) maintain the Goods in satisfactory condition;

(vi) keep the Goods insured between the passing of risk in the Goods and title to the Goods against all risks with a reputable insurer which has been approved by the Seller for their full price, and ensure that the Seller’s interest in the Goods is noted on the insurance policy until title in the Goods passes to the Customer. If the Customer fails to insure the Goods the Seller may do so instead on behalf of the Customer, who shall reimburse the Seller on demand. Until title in the Goods passes to the Customer, the Customer shall hold in trust for the Seller the policy and proceeds of insurance;

(vii) notify the Seller immediately if it becomes subject to any of the events listed in within this document

(viii) give the Seller such information relating to the Goods as the Seller may require from time to time; and

(ix) not dispose of, charge or encumber the Goods or any interest in the Goods or purport to do so, but the Customer may resell the Goods to an independent third party on arm’s length terms in the ordinary course of its business.

If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed within this document, or the Seller reasonably believes that any such event is about to happen and gives notice to the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, the Seller may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
Property in the products shall not pass to the customer until paid for in full. In the event of a default in payment by the customer or the customer entering into liquidation or being made bankrupt or having a winding up order made against it or having a receiver appointed, ‘HSB Technical Services Limited’ shall without prejudice to any other remedies it may have under the contract; (1) Terminate the contract forthwith by notice in writing to the customer liquidator or other persons as appropriate (2) Enter the premises and recover and or all products in respect of which full payment of the contract price has not been made and the customer liquidator or other persons shall afford ‘HSB Technical Services Limited’ free access thereto and all such facilities as may be necessary to enable ‘HSB Technical Services Limited’ to do so.

INSURANCE

‘HSB Technical Services Limited’ will indemnify the customer against direct damage to property or death or injury to persons to the extent caused by the negligent acts or omissions of ‘HSB Technical Services Limited’, its subcontractors, servants or agents under this Agreement but not otherwise, by making good such damage to property or compensating such death or injury provide that ‘HSB Technical Services Limited’s’ total liability does not exceed that covered by our insurances. Please contact ‘HSB Technical Services Limited’ for a copy of our insurance certificates for further information.

SUPPLY & DELIVERY OF GOODS

Any stated delivery date is an estimate and time for delivery shall not be of the essence. The Seller will use reasonable endeavours to meet any stated delivery date. If no date for delivery is specified, delivery shall be within a reasonable time.
THE SELLER SHALL NOT BE LIABLE FOR ANY LOSSES (AS DEFINED), CAUSED DIRECTLY OR INDIRECTLY BY ANY DELAY IN THE DELIVERY OF THE GOODS EVEN IF CAUSED BY THE SELLER’S NEGLIGENCE.
ANY DELAY IN THE DELIVERY OF THE GOODS SHALL NOT ENTITLE

THE CUSTOMER TO TERMINATE OR RESCIND THE CONTRACT UNLESS

SUCH DELAY EXCEEDS ONE HUNDRED AND EIGHTY (180) DAYS.

Delivery of the Goods shall be completed on the arrival of the Goods at the Point of Delivery. Risk in the Goods shall pass to the Customer on completion of delivery of the Goods.
Where a period is agreed for delivery and such period is not extended by our written agreement, the customer shall take delivery within that period.
Except insofar as the Contract expressly provides otherwise, standard carriage and packaging is excluded in the price. Seller may select the method of delivery, and charge the Customer for the cost of carriage. Where the Goods are to be delivered at the Customer’s request by any special or express means, the Seller will charge the Customer the full cost of carriage. When any special packaging is required (whether at the Customer’s request or because the Seller considers special packaging to be necessary), then the Seller will charge the Customer the full cost of such packaging.
Offloading at point of delivery shall be the responsibility of and be undertaken by the customer unless otherwise agreed in writing prior.
The Customer must:

(i) examine the Goods on delivery;

(ii) notify the Seller and any carrier in writing of any shortage or damage within two (2) Business Days after the date of delivery and in respect of non-delivery within ten (10) Business Days after the Goods would in the ordinary course of events have been received; and

(iii) in the case of short or damaged delivery give the Seller a reasonable opportunity to inspect the Goods, otherwise Goods shall be deemed accepted by the Customer.

The Seller may deliver the Goods by instalments, each instalment to be deemed to be a separate Contract. Without limiting the other provisions herein, no failure or defect in delivery in respect of any Contract or instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
If for any reason the Customer fails to accept delivery of any of the Goods within two (2) Business Days of the Seller giving notice to the Customer that the Goods are ready, or the Seller is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorizations for the Goods when they are tendered by the Seller for delivery then, except where such failure is caused by a Force Majeure Event:

(i) delivery of the Goods shall be deemed to have been completed at 9.00am on the second (2nd) Business Day after the day on which the Seller notified the Customer that the Goods were ready;

(ii) risk in the Goods shall pass to the Customer on completion of delivery; and

(iii) the Seller may store the Goods until delivery takes place, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). The Customer shall be responsible for all Losses incurred by the Seller where the Customer fails to accept delivery of Goods.

If ten (10) Business Days after the Seller giving notice to the Customer that the Goods were ready the Customer has not accepted delivery of the Goods, the Seller may resell or otherwise dispose of part or all of the Goods.

WARRANTY

The standard warranty period shall be for 12 months from: (1) the date of handover in respect of ‘HSB Technical Services Limited’ manufactured products (2) date of delivery to the Premises in respect of any products supplied by ‘HSB Technical Services Limited’ but not manufactured by ‘HSB Technical Services Limited’.
During the warranty period ‘HSB Technical Services Limited’ shall use its best endeavours to keep the products operating including repair and replacement (at ‘HSB Technical Services Limited’ option) of any defective products at no cost to the customer.
Goods not of our own manufacture are guaranteed only to the extent of the manufacturers’ warranty and without any further responsibility on the part of ‘HSB Technical Services Limited’.
‘HSB Technical Services Limited’ warrants to the customer that it will use its best endeavours to procure manufactures of the various parts of the products to pass on the benefit of the warranties (if any) given by those manufacturers for the customers benefit.
The above warranties shall apply except where the defect in the Goods:

(i) has been caused wholly or partly by deterioration of the Goods which is necessarily incidental to the transit of the Goods;

(ii) has been caused while the Goods were at the Customer’s risk by:

(aa) wilful default or negligence by the Customer or its employees, agents, consultants or subcontractors;

(bb) the occurrence of an accident;

(cc) failure by the Customer to follow the Seller’s instructions in relation to the storage, use, installation, commissioning or maintenance of the Goods;

(dd) failure by the Customer to follow good trade practice;

(ee) the Customer altering or repairing such Goods without the consent in writing of the Seller;

(ff) fair wear and tear, negligence or by any abnormal conditions

such as (without limitation) water hammer, corrosive attack, or excessive dirt in the system, RFI or electrical supply failure.

The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Seller
‘HSB Technical Services Limited’ will not accept any warranty claims against failure or products or components due to water quality and conditions. We do not accept responsibility for water quality unless clearly specified within our quotation and specifications. We also reserve the right to make any charges to cover any costs imposed on ‘HSB Technical Services Limited’ due to such issues.

RETURNS

The Seller shall not refund the Customer for any amounts paid by the Customer in the event that the Customer returns the Goods (or part thereof) except with the Seller’s prior consent in writing. Where such consent is given, the Customer agrees to pay to the Seller a minimum handling charge of thirty per cent (30%) of the invoiced value.
To qualify for any refund, the Goods must be appropriately packed to protect them from being damaged in transit and be received by the Seller in a saleable condition within fourteen (14) Business Days of delivery to the Customer.

TERMINATION

No contract shall be cancelled by the Customer except with the Seller’s prior consent in writing.
In the event of the Seller agreeing to the Customer cancelling all or any part of the Contract, the Seller may, without prejudice to any other rights against the Customer which it may have, require the Customer to pay a cancellation charge. Any cancellation charge will correspond to the type of contract being cancelled. Contracts for bespoke Goods manufactured by the Seller to the Customer’s specifications may be subject to a cancellation charge of 100% of the price of the Contract after receipt of a Purchase Order.
In the event that the Seller agrees to cancellation of a Contract in respect of the supply of Goods which have been ordered to comply with the Customer's special requirements, the Customer shall be liable for all costs incurred by the Seller up to the time of cancellation of the Contract in addition to payment of a cancellation charge.
The Seller has the right to terminate the Contract if the Customer is in material breach of the Contract and does not rectify this breach within 30 days of receipt of notification thereof in writing. Such termination shall in all cases be without prejudice to the existing rights and obligations of both parties. Any charges incurred prior to termination of contract shall be agreed by both parties and invoiced accordingly.

INTELLECTUAL PROPERTY

The Customer acknowledges that:

(i) the Intellectual Property Rights in the Goods and any materials prepared by the Seller or on its behalf which relate to the Goods and their development (including, without limitation, drawings, designs, samples, models and similar items) (the “Goods Materials”) are the Property of the Seller or the third party manufacturers of the Goods (as applicable);

(ii) nothing in these Conditions or in a Contract shall be construed as conferring any licence or granting any rights in favour of the Customer in the Intellectual Property Rights in the Goods or the Goods Materials. The Customer may re-sell the Goods subject to the Seller’s right to control the use of its trade marks within the European Economic Area or jurisdiction into which the Goods are sold and the Customer shall assist the Seller as required in preventing parallel importers from diluting the Seller’s rights.

The Customer shall not repackage the Goods and shall not without the Seller’s prior consent in writing allow any trade marks of the Seller or other words or marks applied to the Goods to be obliterated, obscured or omitted or add any additional marks or words.
The Customer shall not use (other than pursuant to these Conditions or a Contract) or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to, or incorporates any trade mark or trade name which the Seller owns or claims rights in anywhere in the world.
All Intellectual Property Rights in the materials, equipment, documents and other property of the Seller are the exclusive property of the Seller or of its licensors and shall be returned to the Seller on demand.

FORCE MAJEURE

Neither party shall be liable for failure to perform its obligations under the contract if such failure results from circumstances beyond the party’s reasonable control including but not limited to trade disputes, breakdown of plant, delay by suppliers, fire, theft, riot, war, prohibition of export or import or an Act of God.

CONFIDENTIALITY

Each of the Seller and the Customer (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out here as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Condition shall survive termination or cancellation of the Contract

PAYMENT

In respect of Goods, the Seller shall invoice the Customer for the full purchase price of the Goods on or at any time after the despatch of the Goods. Unless otherwise specified within the ‘HSB Technical Services Limited’ quotation and order acknowledgment.
In the event that the Customer chooses to purchase additional Goods from the Seller that are not set out in the Contract but which are related to the Contract, the terms of such Contract will be deemed to apply to such additional Goods or Services and the Seller will invoice the Customer for such Goods and Services, as appropriate, under the original Purchase Order number unless otherwise agreed between the parties.
The Customer shall pay each invoice submitted by the Seller:

(i) within the earlier of thirty (30) days of the date of the invoice or such other period of time after the date of the invoice as has been agreed in the Contract; and

(ii) in Pounds Sterling (or such other currency as the Seller may from time to time agree in writing) to a bank account nominated in writing by the Seller.

Where any taxable supply for VAT purposes is made under the Contract by the Seller to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the the Goods at the same time as payment is due for the supply of the Goods.
The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless required by law.
No payment shall be deemed to have been received until the Seller has received cleared funds.
All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision.
If the Customer fails to pay the Seller any sum due pursuant to the Contract by the due date for payment:

(i) the Customer shall be liable to pay interest to the Seller at the maximum rate allowed by applicable law; and

(ii) the Seller may, in its absolute discretion and without liability to the Customer, suspend performance of its obligations under the Contract and under any or all other Contracts between the Seller and the Customer or terminate the Contract and any or all other Contracts between the Seller and the Customer with immediate effect.

If the Customer pays any amount to the Seller without apportioning it between specific debts or liabilities, the amount paid shall be apportioned as the Seller thinks fit. The Seller may attribute the entirety of an amount paid to one or more specific items in respect of which payment is due, rather than to all the items in respect of which payment is due.
Customer shall comply with all applicable laws, statutes, regulations and codes from time to time in force, including those related to data protection and to anti-bribery and corruption. Customer must comply with the requirements of the United Kingdom Bribery Act 2010 (the “Act”) and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2, or 6 of the Act if such activity, practice or conduct had been carried out in the United Kingdom. Additionally, Customer shall comply, and shall ensure compliance of any party with which it subcontracts complies, with the requirements of the United Kingdom Modern Slavery Act (2015), including ensuring that all forms of forced labour are eliminated from its business.

CLAUSES

Deliveries detailed on the quotation are from the date of final instructions to proceed (i.e. written approval of drawings).
The delivery period quoted excludes company and national holidays.

NOTICE

Any notice to be given by the Customer under these Conditions or any relevant Contract to the Seller shall be in writing and given by prepaid first class post or hand-delivered to HSB Technical Services Limited, Unit 2, Building 6, Windmill Lane, Denton, Manchester, M34 3QS, United Kingdom or to such other address or for the attention of such person as the Seller may notify to the Customer.
Any notice to be given by the Seller under these Conditions or any relevant Contract to the Customer shall be in writing and given by prepaid first class post or hand-delivered to any address from which the Seller has received communications from the Customer in connection with these Conditions or the Contract.
Notices shall be deemed to have been received:

(i) if sent by prepaid first class post, two (2) Business Days after posting (exclusive of the day of posting); or

(ii) if delivered by hand, on the day of delivery.

HSB Technical Services is not an authorized distributor, reseller or representative of the products featured on this website. All product names, trademarks, brands and logos used on this site are the property of their respective owners. The depiction, description or sale of products featuring these names, trademarks, brands and logos is for identification purposes only and is not intended to indicate any affiliation with or authorisation by any rights holder.

CONTACT US

HSB Technical Services Limited, Unit 2B Building 6 Tameside Business Park, Windmill Lane, Denton, Greater Manchester, M34 3QS.

Tel: (+44) 0161 688 6999

Email: sales@hsbtechnical.co.uk

Company Registration No.: 04308456

VAT Registration No.: 785 1950 93

Opening Times: Mon-Thurs: 7:30am - 4:00pm Fri: 8:30am - 12:30pm