Terms & Conditions
1. Basis of sale
1.1 HiiLIFE Limited (hereafter the “Seller”) will treat each order to purchase products and services (“Goods” or “Services” or “Goods and Services”, depending on the context) as an offer by the customer (hereafter the “Buyer”) to purchase the Goods and Services on the terms set forth in these terms and conditions of sale (“Conditions”) subject to the Seller’s acceptance or rejection of such offer.
1.2 The Buyer is advised to read these Conditions carefully and retain a copy for future reference. The Buyer’s submission of an order indicates the Buyer’s acceptance of these Conditions as the exclusive terms of the sales contract (“Contract”), subject to any specific terms which may be included in the quotation to the Buyer. No variation to the Conditions can be made unless agreed in writing signed by the duly authorised representatives of the Buyer and Seller respectively.
1.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods and Services which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
1.4 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Seller either in hard copy or any electronic medium shall be subject to correction without any liability on the part of the Seller. The Seller shall take all reasonable steps to bring any such correction to the Buyer’s attention.
2. Order acceptance
2.1 All orders submitted to the Seller by the Buyer for Goods and Services shall constitute an offer to the Seller, under the terms and conditions of this Contract, subject to availability of the Goods and acceptance of the order by the Seller’s authorised representatives.
2.2 Formal acceptance by the Buyer of a quotation for Goods and Services issued by the Seller will have the same legal effect as an order issued by the Buyer and may be relied on by the Seller as a purchase commitment by the Buyer.
2.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any and all necessary information relating to the Goods and Services within sufficient time to enable the Seller to perform the Contract in accordance with its terms.
2.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller or the Services to be performed in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
2.5 The Seller reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
2.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3. Price
3.1 The price of the Goods and Services shall be the Seller’s price as quoted to the Buyer by means of written communication either in paper or electronic media.
3.2 Quotes are valid for thirty (30) days unless otherwise agreed in writing between both parties.
3.3 The Seller reserves the right, by giving notice to the Buyer at any time before despatch, to increase the price of the Goods and Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture, or software), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
3.4 Quoted prices are exclusive of any applicable Value Added Tax (VAT).
4. Specification of goods
4.1 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s literature or on the Seller’s web site are issued or published for the sole purpose of giving the Buyer a general idea of the Seller’s goods and services. Although the Seller makes every effort to ensure that information about the Goods is correct, sometimes it may be incomplete, out of date or inaccurate. Some details, such as colour and dimensions, may not be a true representation and subject to change without notice.
4.2 The Seller will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data of the Goods.
4.3 The Seller will not be responsible for any loss or damage resulting from curtailment or cessation of supply of Goods following any variation as described in clause 13.1 and 13.5 of this Contract.
4.4 The Seller will use its reasonable endeavours to advise the Buyer of any such impending variation as soon as it receives any such notice thereof from the manufacturer.
4.5 Unless otherwise agreed, the Goods are supplied in accordance with the manufacturer’s standard specifications as these may be improved, substituted or modified.
4.6 The Seller reserves the right to increase its quoted or listed prices, or to charge accordingly in respect of any orders accepted for Goods of non-standard specifications and in no circumstances will the Seller consider cancellation of such orders or the return of such orders.
5. Invoicing and terms of payment
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods when the Goods are installed at the Buyer’s premises or delivered to the Buyer in accordance with the Buyer’s instructions, or at the request of the Buyer, or in the case of Services when they are performed.
5.2 If Goods are delivered or Services performed in instalments the Seller shall be entitled to invoice each instalment upon installation or delivery or performance thereof.
5.3 The Seller reserves the right to issue and send to the Buyer all invoices, credit notes or any other company documentation in electronic format and the Buyer accepts to receive such documentation electronically.
5.4 Unless credit facilities have been provided, full payment for an order is required prior to despatch; if credit facilities are provided, a payment in advance of 30% may be required (at the Seller’s sole discretion) on receipt of an order.
5.5 Should credit facilities be provided, the Buyer undertakes to notify the Seller without delay of any material change in its finances, structure, share ownership and/or value of assets which may affect the Buyer’s credit status.
5.6 The Buyer shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
5.7 The time of payment of the price shall be of the essence of the Contract.
5.8 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four percent (4%) per annum above Barclays base rate from time to time, until payment in full is made.
5.9 Payment shall be in pounds sterling unless otherwise agreed in writing by the Seller’s authorised representative at the time the order is submitted by the Buyer.
6. Risk & delivery
6.1 Risk in the Goods shall pass to the Buyer at the time the Goods are installed by the Seller at the Buyer’s premises or when the Goods are delivered to the agreed address according to the terms of this Contract.
6.2 Any dates and times quoted for delivery or installation of the Goods are expected dates and times only and the Seller shall not be liable for any delay in delivery or installation of the Goods howsoever caused. It is agreed that time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller into the Buyer’s safekeeping in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 The Seller shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery and who signs a goods received note in respect of the Goods on behalf of the Buyer does in fact have the authority to do so.
6.4 If the Buyer does not accept delivery of Goods, or the Seller is unable to deliver, or is delayed in delivering Goods because of the Buyer’s actions or omissions, then the Seller may charge the Buyer who will be liable to pay the Seller for all costs incurred as a result.
6.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions, or any claim brought by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.6 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to;
6.7 Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including but not limited to storage, re-delivery and Insurance of the Goods).
7. Loss & damage
7.1 Where delivery has been made or the installation completed, and where the Buyer has signed the goods received note or installation report as receiving all Goods, the Buyer must notify the Seller of any shortage or damage no later than two (2) days after delivery or installation.
7.2 The Seller’s sole liability in the event of proven loss or damage will be limited to either:
7.2.1 replacing the Goods with Goods of the same or similar specification and at the value equal to the invoice price paid by the Buyer (if requested by the Buyer to do so); or
7.2.2 Issuance of a credit note to the Buyer at the invoice price paid for the lost or damaged Goods including any applicable carriage charges which the Buyer may have paid.
8. Warranties
8.1 The Seller warrants that it has good title to, or licence to supply, all Goods and Services to the Buyer. replacing those Goods not delivered; or issuing a credit note equal to the value (net of VAT) over the price of the Goods not delivered. The Seller shall not be liable for any consequential loss including (but not limited to) loss of profit. If the Buyer fails to take delivery of the Goods, having previously agreed to do so, or fails to give the:
8.2 If any Goods should prove defective in materials or workmanship under normal operation or service, such Goods will be repaired or replaced only in accordance with the warranty cover provided by the Seller and provided that no unauthorised modifications to the Goods, or to the system of which the Goods forms part, have taken place.
8.3 The Seller will pass on to the Buyer, wherever relevant, the benefit of any rights or remedies afforded it by the manufacturer (or those of their third party representatives or service agents) to exchange the faulty Goods for new within stated warranty periods. Where available, the details of the manufacturer’s warranty guidelines shall be made available to the Buyer along with copies of any relevant product information sheets, technical data sheets or product leaflets issued by the Manufacturer, which may be in paper or electronic mediums.
8.3.1 Where the Seller does not have responsibility for administering warranty claims and the Buyer is required to contact the manufacturer (or their third party representatives or service agents) directly, the Buyer agrees to follow any relevant instructions in order to conclude the matter as stipulated in the manufacturer’s terms and conditions.
8.4 In no circumstances shall the Seller be liable, in contract, tort or otherwise howsoever, (i) for any loss of profit, business, contracts, revenue, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
9. Returns
9.1 If the Buyer wishes to return Goods prior to them being installed, then the Seller may, at its absolute discretion, agree to accept such Goods back, provided that:
9.1.1 The Goods are sealed, undefaced and unopened in the original manufacturers packaging, unused and undamaged; and
9.1.2 The Buyer agrees to cover all associated costs (including but not limited to transportation and insurance costs); and
9.1.3 The Buyer agrees to pay a re-stocking fee equal to fifteen percent (15%) of the original invoice value net of VAT for all Goods agreed for return.
9.2 Upon receipt of the Goods at the Seller’s premises and that said Goods are in the condition as set out in clause 11.1.1 the Seller shall issue a credit note to the Buyer equal to the original invoice value paid by the Buyer for the Goods (net of VAT) minus the agreed re-stocking fee and any other costs borne by the Seller. Goods which do not meet the criteria shall result in the return being rejected, no credit note shall be issued and the Buyer shall (at their sole expense and risk) have fourteen (14) days to arrange collection from the Seller’s premises. Goods not collected after fourteen days shall be disposed of in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2006 and any costs involved in doing so shall be passed to the Buyer.
9.3 Under no circumstances shall the Buyer be entitled to return (except for the reason set out in clause 10.2):
1. 9.3.1 custom build goods; or
2. 9.3.2 special order products.