Retailer Terms & Conditions of Sale
© Copyright Hoover Candy Group. All rights reserved.
® Registered Trademark
- Hoover Candy Group (“the Company”) offer to supply goods (“the
Goods”) subject to the Conditions of Sale set out below. These Conditions
of Sale shall not be rendered invalid or inoperative by and shall take precedence
and supersede over any condition, stipulation or reservation contained in any documents
issued by the buyer (“the Buyer”) to the Company (which conditions stipulations
and reservations shall be of no effect).
- All orders for Goods shall be deemed to be an offer by the Buyer to purchase the
Goods subject to the Conditions of Sale. A contract will only be formed when the
Company despatches goods to the Buyer.
Terms of Payment
- Payment at the end of the month following the month of invoice unless specifically
agreed in writing with the Company.
- The Buyer may not withhold payment of any invoice or other amount due to the Company
by reason of any right of set off or counterclaim which the Buyer may have or allege
to have or for any reason whatever.
- Interest on overdue invoices shall accrue from the date when payment becomes due
from day to day until the date of payment at the rate of 4% over National Westminster
Bank's base rate from time to time in force and shall accrue at such a rate
after as well as before Judgement.
- If the Buyer fails to make payment by the due date all costs and expenses incurred
by the Company in recovery of the outstanding sum shall be recoverable from the
Buyer on a full indemnity basis including, without prejudice to the generality of
the foregoing, all legal and administrative costs irrespective of whether or not
legal proceedings are issued against the Buyer.
- All claims arising from shortages, non-delivery or damaged goods will only be considered
if notification is received by both the Company and the Carrier within ten days
of delivery in respect of shortages or damaged Goods and ten days of the date of
the invoice for non-delivery. If the Buyer does not notify the Company accordingly,
the Buyer shall not be entitled to reject the Goods and the Company shall have no
liability for such defect or failure, and the Buyer shall be bound to pay the price
as if the Goods had been delivered in accordance with the contract.
Delay/Failure to Supply
- Any dates quoted for delivery of the Goods are approximate only and the Company
shall not be liable for any delay in delivery of the Goods however caused. Time
for delivery shall not be of the essence of the Contract unless previously agreed
by the Company in writing. The Goods may be delivered by the Company in advance
of the quoted delivery date upon giving reasonable notice to the Buyer.
If the Buyer fails to take delivery of the Goods or fails to give the Company 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 Company's
fault) then, without prejudice to any other right or remedy available to the Company,
the Company may store the goods until actual delivery and charge the Buyer for the
reasonable costs (including insurance) of storage.
The Company shall not be liable for any failure to supply caused by, due to or resulting
from (whether directly or indirectly) act of God, force majeure, war or hostilities,
invasion, riot, civil commotion, military or usurped power, order, regulation, direction,
or legislation by Government or other authority, strikes, lock-outs of workmen or
other industrial action, fire, accident, breakdown of machinery, shortages of labour
or equipment, bad weather or any other cause or circumstances whatsoever beyond
the Company's control.
If the Company is unable to supply Goods to the Buyer due to the circumstances referred
to in ‘c’ above the Company shall refund any payment which the Buyer
has already made on account of the price (subject to deduction of any amount the
Company is entitled to claim from the Buyer) but the Company accepts no liability
to compensate the Buyer for any further loss or damage caused by the failure to
Warranties and Liabilities
- The Company warrants that the Goods which are supplied will at the time of delivery
correspond to the description which was given to the Buyer however all other warranties
which are implied under the general law will be excluded.
- If the Goods are in such a state as would but for this condition entitle the Buyer
to repudiate the contract and or claim damages from the Company, the Company reserves
the right to repair or replace the Goods.
- The Company shall be under no liability in respect of any defect arising from fair
wear and tear, wilful damages, negligence, abnormal working conditions, failure
to follow the Company's instructions (whether oral or in writing), misuse or
alteration or repair of the Goods without the Company's approval.
- The Company shall be under no liability under the above warranty (or any other warranty,
condition or guarantee, if any) if the total price for the Goods has not been paid
by the due date for payment.
- The risk in the goods shall pass from the Company to the Buyer upon delivery of
such goods to the Buyer. However notwithstanding delivery, the title in the Goods
shall not pass to the Buyer until the price of the Goods and all other money owing
to the Company by the Buyer in respect of other Goods supplied has been paid in
full. This does not affect any other rights of the Company.
- Until the title in the Goods shall have passed:
- The Buyer shall hold the Goods as fiduciary agent and bailee for and to the order
of the Company and shall store the Goods on its premises separately from its own
goods or those of any other person and in a manner which makes them readily identifiable
as the Company's Goods but shall be entitled to resell or use the Goods in the
ordinary course of its business and
- the Company may at any time recover possession of the Goods and may for that purpose
enter upon any premises at which they are stored.
- The Buyer shall not be entitled to pledge or in any way charge by way of security
for any indebtedness any of the goods which remain the property of the Company but
if the Buyer does so all monies owing by the Buyer to the Company shall (without
prejudice to any other right or remedy of the Company) forthwith become due and
- If the Buyer sells the Goods the Company may by written demand require the Buyer
to assign to the Company the Buyer's right to recover the price from its purchasers
the Buyer shall not assign to any other person any rights arising from a sale of
the Goods without the Company's written consent.
- The Company's employees or agents are not authorised to make any representations
concerning the Goods unless confirmed by the Company in writing. In entering into
the contract the Buyer acknowledges that it does not rely on any such representations
which are not so confirmed.
- Whilst the Company takes every precaution in the preparation of its catalogues,
technical circulars, price lists and its other literature, these documents are for
the Buyer's general guidance only and the particulars contained therein shall
not constitute representations by the Company and the Company shall not be bound
If the Buyer:
- Being a Company
- has a petition present for its winding up; or
- passes a resolution for voluntary winding-up (other than for the purpose of a bona
fide amalgamation or reconstruction); or
- enters into a voluntary arrangement with its creditors; or
- becomes subject to an administration order; or
- has a receiver appointed over all or any of its assets; or
- Being an individual or firm
- becomes bankrupt or insolvent; or
- enters into a voluntary arrangement with creditors then the Company shall be entitled
to treat the contract as being at an end or suspend any further deliveries under
the contract. If the Goods have been delivered but not paid for, the price shall
become due immediately regardless of any previous agreement to the contrary.
Exclusion of Consequential Loss
- The Company shall not be liable for any consequential or indirect loss suffered
by the Buyer whether this loss arises from breach of a duty in contract or tort
or in any other way (including loss arising from the Company's negligence).
Non-exhaustive illustrations of consequential or indirect loss would be:
- loss of profits,
- loss of contracts,
- damage to property of the Buyer or anyone else and
- personal injury to the Buyer or anyone else (except so far as such injury is attributable
to the Company's negligence).
- Without prejudice to the generality of clause 10 (a) above in no circumstances shall
the aggregate amount of damages payable by the Company to the Buyer in respect of
the Goods exceed the price of the Goods.
- It shall be the duty of the Buyer to take out and thereafter maintain a policy of
insurance against such consequential or indirect loss and to hold the Company harmless
- In the event that any provision of these conditions is declared by any judicial
or other competent authority to be void, voidable, illegal or otherwise unenforcable
the remaining provisions of these conditions shall remain in full force and effect.
Orders and Specifications
- The Company reserves the right to make any changes in the specification of the Goods
which are required to conform with any applicable statutory or EU requirements or,
where the Goods are to be supplied to the Company's specification, which do
not materially affect their quality or performance.
- The Company may perform any of its obligations or exercise any of its rights hereunder
by itself or through any member of its group, provided that any act or omission
of any such other member shall be deemed to be the act or omission of the Company.
- No waiver or forbearance by the Company whether express or implied in enforcing
any of its rights under the conditions shall prejudice its rights to do so in the
- These conditions shall be governed construed by and interpreted in accordance with
the laws of England.
If you require any further information you may either
- call us on 01685 721222; or
- write to Hoover Candy Group, Pentrebach, Merthyr Tydfil, Mid Glamorgan CF48 4TU.