Terms and Conditions

1. Definitions:
   1. “Business Day” – a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
   2. “Business Hours” – the period from:
      (a) 9.00 am to 5.00 pm on any Business Day that is a Monmday, Tuesday, Wednesday or Thursdays; and
      (b) 9.00 am to 5.00 pm on any Business Day that is a Friday.
   3. “Buyer” – the person or firm who purchases the Goods from HVR.
   4. “Conditions” – the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.
   5. “Contract” – the contract between HVR and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
   6. “Control” – has the meaning given in section 1124 of the Corporation Tax Act 2010, and controls, controlled and the expression change of control will be interpreted accordingly.
   7. “Delivery Location” – has the meaning given in clause 5.2.
   8. “Force Majeure Event” – an event, circumstance or cause beyond a party’s reasonable control, including but not limited to materials not being available to HVR.
   9. Goods – the goods (or any part of them) set out in the Order.
   10. “HVR” – H.V.R. International Limited (registered in England and Wales with company number 02589651.
   11. “List Price” – the list of prices of the Goods maintained by HVR as amended from time to time.
   12. “Losses” – all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
   13. “Order” – the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of HVR’s quotation or as set out on a portal of the Buyer, as the case may be.
   14. “Specification” – any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and HVR.
   15. “Warranty Period” – has the meaning given in clause 6.1.
2. Interpretation:
   1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   2. A reference to a party includes its personnal representatives, successors and permitted assigns.
   3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legisation made under that legislation or legisalative provision.
   4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
   5. A reference to writing or written excludes fax but not email.

1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, including those which may appear on any Buyer portal or IT system that HVR are required to access in order to accept Orders, or which are implied by law, trade custom, practice or course of dealing.
2. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer must ensure that the terms of the Order and any applicable Specification are complete and accurate.
3. The Order shall only be deemed to be accepted when HVR issues a written acceptance of the Order, at which point the Contract shall come into existence.
4. The Buyer waives any right it might have to rely on any term endosed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
5. Any samples, drawings, descriptive matter, or advertising produced by or on behalf of HVR and any descriptions or illustrations contained in HVR’s catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract or have any contractual force.
6. A quotation for the Goods given by HVR shall not constitute an offer.Unless otherwise specified by HVR, a quotation shall only be valid for the period of twenty (20) Business Days from its date of issue.

1. The Goods are described in the Specification.
2. HVR reserves the right to amend the Specification if required by any applicable law or regulatory requiement, and shall notify the Buyer in any such event. HVR shall only be required to notify the Buyer where amendments(s) to the Specification are material and not minor.

1. All Intellectual Property Rights in the Goods shall be owned by HVR or HVR’s licensors.
2. The Buyer shall indemnify HVR against all Losses incurred by HVR as a result of any claim that HVR’s use of the Specification infringes the intellectual property rights of any third party. This clause 4.2 shall survive termination of the Contract.

1. HVR shall ensure that:
   1. each delivery of the Goods is accompanied by a delivery note which shows all relevant Buyer and HVR reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and, if the Goods are being delivered by installments, the outstanding balance of Goods raiming to be delivered; and
   2. it states on the delivery note if it requires the Buyer to return any packaging materials, in which case the Buyer shall make any such packaging materials available for collection at such times as HVR shall reasonably request. Returns of packaging materials shall be at the HVR’s expense.
2. Unless otherwise agreed in writing and subject to clause 8.4, HVR shall deliver the Goods ex works at any time after HVR notifies the Buyer that the Goods are ready.
3. Delivery is completed:
   1. on the completion of loading of the Goods at HVR’s premises where Goods are delivered ex works / the Buyer is responsible for collection of the Goods or arranges collected via third-party courier; or
   2. the unloading of the Goods at the Buyer’s delivery location where HVR are responsible for delivery and where such arrangement is agreed between the parties in advance.
4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. HVR shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide HVR with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. HVR shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide HVR with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6. If tyhe Buyer fails to accept delivery of the goods within ten (10) Business Days of HVR notifying the Buyer in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or HVR’s failure to comply with its obligations under the Contract in respect of the Goods:
   1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the tenth Business Day after the day on which HVR notified the Buyer that the Goods were ready; and
   2. HVR shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Buyer for all related costs and expenses (including insurance).
7. HVR may deliver the Goods by instalments and any delay in delivery of or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

1. HVR warrants that on delivery, and for a period of twelve (12) months from the date of delivery (the “Warrenty Period”), the Goods shall:
   1. conform in all material respects with the Specification; and
   2. be free from material defects in material and workmanship.
2. Subject to clause 6.3, if:
   1. during the Warrenty Peiod, the Buyer gives notice in writing to HVR within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
   2. HVR is given a reasonable opportunity of examining such Goods; and
   3. the Buyer (if asked to do so by HVR) returns such Goods to HVR’s place of business at HVR’s cost;
   4. HVR shall, at its option and to the extent that it agrees that such Goods do not comply with the warrenty set ou in clause 6.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3. HVR shall not be liable for Goods’ failure to comply with the warranty set out in clause 6.1 if:
   1. the Buyer makes any further use of such Goods after giving notice in accordance with clause 6.2;
   2. the defect arises because of the Buyer’s poor handling of the Goods or the Buyer failed to follow HVR’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
   3. the defect arises as a result of HVR following any drawing, design or Specification supplied by or on behalf of the Buyer;
   4. the Buyer alters or repairs such Goods without the written consent of HVR;
   5. the defect arises as a result of:
      1. minor differences from the Specification (including but not limited to changes in colour of the Goods that are of no material affects to the Goods);
      2. fair wear and tear and the natural aging of the Goods (with specfic reference to the voltage, energy, repition and environment relevant to the Goods);
      3. wilful damage;
      4. negligence; or
      5. abnormal stoage or working conditions; or
   6. the Goods differ from their Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4. Except as provided in this clause 6, HVR shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6. These Conditions shall apply to any repaired or replacement Goods supplied by HVR.

1. The risk in the Goods shall pass to the Buyer on completion of delivery.
2. Title to the Goods shall not pass to the Buyer until HVR receives payment in full (in cash or cleared funds) for the Goods and any other goods that HVR has supplied to the Buyer in respect of which payment has become due, in which case the title to the Goods shall pass at the time of payment of all such sums.
3. Until title to the Goods has passed to the Buyer, the Buyer shall:
   1. store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as HVR’s property;
   2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
   3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
   4. notify HVR immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
   5. give HVR such information as HVR may wreasonably require from time to time relating to:
      1. the Goods; and
      2. the Buyer’s ongoing financial position.
4. Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before HVR receives payment for the Goods. However, if the Buyer resells the Goods before that time:
   1. it does so as principal and not as HVR’s agent; and
   2. title of the Goods shall pass from HVR to the Buyer immediately beofre the time at which resale by the Buyer occurs.
5. At any time before title to the Goods passes to the Buyer, HVR may:
   1. by notice in writing to the Buyer, terminate the Buyer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business.

1. The price of the Goods shall be the price set out in the Order.
2. Unless agreed otherwise, HVR may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
   1. any factor beyond HVR’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
   2. any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification, or for packaging of the Goods to be bespoke; or
   3. any delay caused by any instructions of the Buyer or failure of the Buyer to give or delay by the Buyer in giving HVR adequate or accurate information or instructions.
3. The price of the Goods:
   1. excludes amounts in respect of value added tax (VAT), which the Buyer shall additionally be liable to pay to HVR at the prevailing rate, subject to the receipt of a valid VAT invoice; and
   2. if it has been agreed that HVR are to provide delivery of the Goods, excludes the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Buyer.
4. Unless otherwise agreed in writing, zHVR may invoice the Buyer for the Goods on or at any time after the completion of delivery pursuant to clause 5.3. Where HVR require payment of the Goods before the manufacture of the Goods, HVR reserves the right not to manufacture the Goods until payment is received in full.
5. The Buyer shall pay each invoice submitted by HVR:
   1. within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed in writing with HVR;
   2. in full and in cleared funds to a bank account nominated in writing by HVR; and
   3. in the currency agreed with HVR or, if no currency is agreed, in pounds sterling, and the time for payment shall be of the essence of the Contract.
6. If the Buyer fails to make a payment due to HVR under the Contract by the due date, then without limiting HVR’s remedies under clause 10:
   1. the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%;
   2. require payment in advance of delivery in relation to any Goods not previously delivered.
7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

1. The limits and exclusions in the clause 9 reflect the insurance cover HVR has been able to arrange. The Buyer is responsible for making its own arrangements for the insurance of any excess liability.
2. References to liability in the clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
3. Nothing in the Contract limits any liability for:
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation;
   3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
   4. defective products under the Consumer Protection Act 1987;
   5. any liability that cannot legally be limited; or
   6. the Buyer’s payment obligations under the Contract.
4. Subject to clause 9.3, HVR’s total liability to the Buyer shall not exceed the total price of the Goods.
5. Subject to clause 9.3, the following types of loss are wholly excluded:
   1. loss of profits (including loss of anticipated savings);
   2. loss of sales or business;
   3. loss of agreements or contracts;
   4. loss of use or corruption of software, data or information;
   5. loss of or damage to goodwill; and
   6. indirect or consequential loss.
6. The follwoing are examples of losses that are excluded under clause 9.5 (but are not an exhaustive list): removal or installation costs, recall costs, assembly line stoppage costs, downtime, defect assessments (including additional test runs, material costs, and costs of additional incoming goods checks), additional handling expenses (including shipping costs and travel costs), financial losses, lost earnings and capital costs, or damages arising from third-party claims against the Buyer.
7. This clause 9 shall survive termination of the Contract.

1. Without limiting its other rights or remidies, HVR may terminate the Contract with immediate effect by giving written notice to the Buyer of:
   1. the Buyer commits a material breach of any terms of the Contract and (if such a breach is remediable) fails to remedy that breach with fourteen (14) days of it being notified in writing to do so;
   2. the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangemnet with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
   3. the Buyer suspends, threatend to suspned, ceases or threatens to cease to carry on all or a substantial part of its business;
   4. the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
   5. there is a change of control of the Buyer.
2. Without limiting its other rights or remedies, HVR may suspend supply of the Goods under the Contract or any other contract between the Buyer and HVR if the Buyer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or HVR reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
3. HVR may terminate the Contract on not less than three (3) months’ prior written notice in the event that they are no longer able to or wish to manufacture the Goods.
4. Without limiting its other rights or remidies, HVR may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
5. On termination of the Contract for any reason the Buyer shall immediately pay to HVR all of HVR’s unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, HVR shall submit an invoice, which the Buyer shall pay immediately on receipt.
6. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages of any breach of the Contract which existed at or before the date of termination.
7. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

Neither party shall be liable for any failure or delay in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for sixty (60) days, the party not affected may terminate the Contract by giving not less than twenty (20) days’ written notice to the affected party.

1. Assignment and other dealings.
   1. HVR may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
   2. The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of HVR.
2. Confidentiality
   1. Each party undertakes that is shall not at any time during the Contract, and for a period of two (2) years after termination of the Contact, disclose to any person any confidential information concerning the business, essets, affairs, customers, clients or suppliers of the other party, except as permitted in clause 12.2.2.
   2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contactors, subcontractors or advisers who need to know such information for the purpose of exercising the party’s rights or carrying out its obligations under or in connection with the Contact. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisoers to whom it discloses the other party’s confidential information comply with this clause 12.2; and
      2. as may be required by law, a court of competent juisdiction or any governmental or regulatory authority.
   3. Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
3. Entire agreement
   1. The Contract constitutes the entire agreement between the parties.
   2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
4. Variation. No variation of teh Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
5. Waiver
   1. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
   2. A dely or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any provision or part-provision of the Contract is or becomes invallis, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rtest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 12.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
7. Notices
   1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
      1. delivered by hand or pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      2. sent by email to the addresses set out in the Order.
   2. Any notice shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
      3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
   3. This clause does not apply to the service of any proceedings or other documents in any legal actyion or, where applicable, any arbitration or other method of dispute resolution.
8. Third Party Rights
   1. The Contract does not give rise to any rights under the Contracts (Rights and Third Parties) Act 1999 to enforce any term of the Contract
   2. The rights of the parties or rescind or vary the Contract are not subject to the consent of any other person.
9. Governing Law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.