Supply of Goods & Services
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
These conditions govern your relationship with Eurosteer (Uk) Ltd t/a Hirsche and apply only to Customers. All Orders for Goods or Services accepted by Us will be subject to the following Terms and Conditions which will form part of and will govern the Contract of sale. No variations of these Terms and Conditions will be accepted unless agreed in writing by Us. We will not accept inclusion of any alternative Terms and Conditions by a Customer which conflict with, or purport to alter or add to these Terms.
1. DEFINITIONS
“Customer” (otherwise referred to as “You”) means an entity who purchases Goods and/or Services from the Supplier other than for
private use.
“Supplier” (otherwise referred to as “We” or “Us”) means Eurosteer (Uk) Ltd t/a Hirsche a company registered in England and Wales
with company number 16529682 with registered office at Workspace 3 Unit 8A Sycamore Industrial Estate, Walkley Lane,
Heckmondwike, WF16 0NL;
“Conditions” means the terms and conditions set out in these Terms and Conditions for Customers and include any special terms
agreed in writing between the Supplier and the Customer;
“Contract” means each contract for the sale and purchase of Goods or Services made in accordance with these Conditions;
“Order Confirmation” means our written acceptance of your order
“Goods” means the Goods (including any instalment of the Goods or any parts for them) which We supply in accordance with these
Conditions;
“Services” means Services and Support provided by Us in accordance with these Conditions;
“Price” means the price due from You, plus any Additional Charges, calculated in accordance with Condition 3;
“Additional Charges” means the costs of carriage where applicable, any additional packaging, any taxes, duties or other charges levied
by any Government or authority in respect of or due to the sale, delivery, export or import of the Goods, courier and messenger costs
and any other additional charges payable by the Customer in addition to the Price;
“Delivery Address” means the point to which the Goods are to be delivered as set out in the Order Confirmation or as otherwise agreed
between the parties in
writing or orally;
“Working Days” means a day from Monday to Friday 9.00am to 5.00pm other than a public or bank holiday in England;
“In Writing” and any similar expression, includes communications by post, facsimile transmission and email but excludes text messages.
2. BASIS OF THE SALE
2.1. This Contract shall not come into existence until We issue an Order Confirmation.
2.2. We reserve the right to obtain validation of your payment details before providing you with any Goods or Services.
2.3. The written Order Confirmation will be binding on You unless there is a material discrepancy between the Goods or Services that You
ordered and those detailed in the Order Confirmation. You should notify Us as soon as You become aware of any such discrepancy and
in any event prior to the dispatch of the Goods.
2.4. No variation to these Conditions shall be binding unless agreed in Writing by Us.
2.5. When You place an Order, you are undertaking to Us that all details You provide to Us for the purpose of purchasing Goods or Services
are correct.
2.6. Cancellation of Orders. Other than in accordance with clause 2.3, we do not accept cancellation of orders by Customers once an Order
Confirmation has been given, except with the agreement in Writing by Us and on terms that the Customer indemnifies Us in full against
all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by
Us as a result of cancellation. We cannot accept cancellation of an Order for bespoke Goods which have been acquired for your specific
requirements.
2.7 This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced
separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without
reference to and notwithstanding any defect of default in delivery of any other instalment.”
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3. QUOTATIONS
3.1. Quotations shall remain open for a period of 48 hours from the date and time of the quotation unless some other period is specified
in the quotation.
3.2. All quotations and price lists shall not constitute offers by Us and are subject to withdrawal at any time by Us without prior notice.
3.3. Any acceptance of any quotation or price list will constitute an offer by You to purchase the Goods and the Contract shall only be made
when we issue the Order Confirmation or if no Order Confirmation is issued when the Goods are delivered in accordance with Condition
6 and the Conditions shall be deemed to be incorporated into the Contract which shall be deemed to have come into existence upon
delivery of the Goods.
3.4. We reserve the right to withdraw or amend a quotation at any time before receipt of an unqualified order from You and each quotation
shall be deemed withdrawn unless accepted within the period for acceptance stated on the quotation, or if no such period is stated,
48 hours from the date and time of the quotation.
4. PRICE OF GOODS/SERVICES
4.1. The price of the Goods and/or Services shall be the price specified on our Order Confirmation or, if none, the price specified in our
quotation or, if none, our published price list current at the date of supply of the Goods and/or Services shall apply.
4.2. We may vary the price of the Goods and/or Services at any time before delivery to reflect any change in the cost to Us which is due to
any factor beyond our control (including, without limitation, foreign exchange fluctuation, currency regulation, increase in the costs of
labour, materials or other costs of manufacture or distribution), any change in delivery dates, quantities or specifications for the Goods
and/or Services which is requested by You, or any delay caused by any instructions from You or failure by You to give Us adequate
information or instructions.
4.3. The price of the Goods:
4.3.1. excludes amounts in respect of value added tax (VAT), which You shall additionally be liable to pay to Us at the prevailing rate, subject
to the issue by Us of a valid VAT invoice; and
4.3.2. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to You
except where otherwise stated in writing.
5. TERMS OF PAYMENT
5.1. We shall be entitled to invoice You for the Price and any Additional Charges at any time after the Contract has been entered into.
5.2. Unless We have agreed otherwise all invoices must be paid by You in full and in cleared funds within 30 (thirty) days end of month
from the date of the invoice. Payment shall be made to the bank account nominated in writing by Us. Time for payments is of the
essence.
5.3. You 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). We may at any time, without limiting any other rights or remedies we may have, set off
any amount owing to Us by you against any amount payable by Us to You.
5.4. Notwithstanding Condition 5.2 we reserve the right in any case (without any reason being given) to require You to make payment in
full for any order prior to delivery.
5.5. If any payment due to Us by You under this contract is not made strictly in accordance with Condition 5 or any credit account or other
terms agreed by Us in Writing the following provisions shall apply:
5.5.1. all invoices which are unpaid under this and any other contract (irrespective as to whether or not payment has fallen due) shall become
immediately payable in full; and
5.5.2. We reserve the right to:
5.5.2.1. put the account on hold until payment is received in full;
5.5.2.2. cancel the Contract or any other order or contract (or any part or parts thereof) or suspend deliveries. Any claims by Us against You in
respect of any cancelled orders or otherwise shall not be prejudiced in anyway;
5.5.2.3. sell or otherwise dispose of the Goods and/or any goods which are the subject of any order by You, whether or not appropriated
thereto, and apply the proceeds of sale to the overdue payment;
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5.5.2.4. charge You interest (both before and after judgment) on any amount unpaid from the date of the invoice in accordance with the Late
Payment of Commercial Debts (Interest) Act 1998;
5.5.2.5. appropriate any payment made by You to such of the Goods (or goods supplied under any other contract) as We may think fit;
5.5.2.6. unilaterally vary Your credit available and/or payment terms for future orders; and
5.5.2.7. charge You in full for all and any losses, liabilities, compensation, costs, charges and expenses (both before and after the issue of any
proceedings and irrespective of whether awarded by the court) sustained or incurred by Us in connection with the recovery or
attempted recovery of any such overdue payments and any interest accruing thereon.
5.6. We may refuse to accept any order from or to deliver any Goods to You where the invoice for those Goods would result in You owing
Us a sum greater than any limit of credit agreed buys.
5.7. The level of credit provided by Us to You is entirely within our discretion and we may without prior notice to You reduce or withdraw
the level of credit at any time.
5.8. Our invoices are calculated by computer and net invoice prices are calculated to two decimal places.
6. DELIVERY OF GOODS
6.1. Unless otherwise agreed between the parties the Goods shall be deemed delivered when they are:
6.1.1. delivered to the Delivery Address by Us, or Our courier and Proof of Delivery signed for; or
6.1.2. where We have agreed to make the Goods available for collection, when they are collected from Our Premises and signed for by You
or your representative.
6.2. Risk in the Goods shall pass on delivery of the Goods to You or to any third party on Your behalf.
6.3. Offers to supply Goods from stock or on or within a given time are made subject to the availability of the Goods at any given time.
Whilst every effort is made to meet collections or delivery arrangements these are approximate only and unless otherwise expressly
stated time is not of the essence for delivery or We will not be liable in any circumstances for the consequences of any delay in delivery
or performance or failure to deliver or perform.
6.4. No delay shall entitle You to either refuse to take delivery of the Goods or refuse to make payment of any invoice or part of any invoice
issued by Us or to claim that the Contract has been repudiated. If You cannot accept delivery, we may re-arrange delivery provided
that We reserve the right to charge You for any delivery costs incurred. If You fail to take delivery at the time stated for delivery due
to your own default, risk in the Goods shall pass to You. You will remain liable to make all payments in respect of the Goods as if
delivery had taken place as agreed.
6.5. Upon delivery of the Goods, You may be asked to sign a Proof of Delivery to acknowledge safe receipt. It is your responsibility to ensure
that the number of packages delivered corresponds with the number stated on the delivery note. Whereas discrepancy occurs or
where there is evident damage to the packaging, You should note this on the Proof of Delivery and contact Us immediately.
6.6. We shall not be liable for discrepancies or damage evident on delivery where You accept delivery and sign the Proof of Delivery without
amendment.
6.7. You may request a Proof of Delivery, provided that this request is made within 30 days of the dispatch confirmation and We shall use
reasonable endeavours to provide such proof. Thereafter, delivery shall be deemed to have been successfully completed.
6.8. Where delivery is made by Us to You, We will consider acclaim by You in respect of loss or damage in transit only if You:
6.8.1. give Written notice to u Us within 48 hours after delivery non-delivery of the Goods; and
6.8.2. comply in all respects with our carrier’s conditions of carriage for notifying claims for loss or damage in transit where the Goods are
transported by our carrier.
6.9. We shall be entitled to make good any shortage or non-delivery of a consignment of the Goods.
6.10. Should You refuse to take delivery of the goods, were serve the right to charge You all storage costs incurred.
6.11. Delivery may be made in instalments with prior agreement with Us, at our discretion. If there is a defect with the Goods in one
instalment You shall not be entitled to reject all the other instalments.
7. INSPECTION/SHORTAGE
7.1 You are under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
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7.2 Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
7.3 We shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions
of this Clause 7 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to Us within 5
Business Days of delivery detailing the alleged damage or shortage.
7.4 In all cases where defects or shortages are complained of We shall be under no liability in respect thereof unless an opportunity to
inspect the Goods is supplied to Us before any use is made thereof or any alteration or modification is made thereto by You.
7.5 Subject to sub-Clauses 7.3 and 7.4, We shall make good any shortage in the Goods and where appropriate replace any Goods damaged
in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
8. RETURNS
8.1. Other than the express provisions set out in these Terms, all other terms and the implied terms relating to the supply of goods or
services are excluded permitted by English law.
8.2. In the event that You need to return Goods, then You must notify Us of every return so that We are able to administratively process
the return, otherwise We have no means of identifying the Goods being returned and this may result in difficulties in returning monies.
8.3. In the event that any Goods Delivered to You do not correspond with the Goods in the Order Confirmation or in the Proof of Delivery,
or if the Goods have been Delivered to You by mistake, then You will be under a duty to take reasonable care of such Goods and to
contact Us within 48 hours of delivery. Once the Goods have been returned to Us a credit will be issued.
8.4. Care of Goods to be Returned Whilst in possession of the Goods You will be under a duty to take reasonable care of them. We reserve
the right to refuse are fund on Goods returned which have been made unfit for resale or damaged whilst in your possession. It is your
responsibility to package and secure the Goods prior to collection to prevent damage during their return to Us.
8.5. Returns of Goods. If You return Goods to Us for whatever reason, Goods will be collected by the Suppler from the Customer’s premises
within 10 working days. Where we arrange for courier collection of Goods, this will normally take place between 9.00am and 5.00pm
Monday to Friday and it is Your responsibility to ensure that representative will be present at the collection address when the courier
arrives.
8.6. Return for Credit. If We, at our absolute discretion, agree to accept the return for credit of unwanted products, the Goods must be
returned with our prior written agreement within 14 days of delivery. The Goods must be in perfect re-saleable condition. All Goods
returned in these circumstances will be subject to a re- stocking fee of 20% of the invoice price.
8.7. Any Goods returned in re-saleable condition, outside of the 14 days may be returned for credit subject to Our absolute discretion and
shall be decided by Us on a case-by-case basis. All Goods returned in these circumstances will be subject to a 20% re-stocking fee.
9. RISK AND TITLE
9.1. Risk in the Goods shall pass to You:
9.1.1. at the time of delivery in accordance with Condition 7; or
9.1.2. if You wrongfully fail to take delivery, risk shall pass to You at the time when We have tendered delivery of the Goods or where We are
not responsible for delivery of the Goods to premises other than its own at the time when We notify You that the Goods are available
for collection.
9.2. Notwithstanding delivery and the earlier passing of risk, title in the Goods supplied by Us shall remain with Us and shall not pass to
You until the Price, any Additional Charges and all sums due under the Contract and any other contract between the parties, including
any interest, has been paid in full.
9.3. Until title passes, you shall hold the Goods as fiduciary agent and bailee for Us and shall keep the Goods separately and properly stored,
protected, insured and marked so that they can always be identified as the property for Us. You agree not to incorporate the Goods
into any structure or building until they are paid for. Subject to this, and until title passes You shall be entitled to resell or use the Goods
in the ordinary course of its business, but such permission will cease on termination of the Contract. You shall account to Us for the
proceeds of sale or otherwise of the Goods pursuant to this permission, on termination of the Contract.
9.4. We may at any time before title passes and without any liability to the You:
9.4.1. repossess and dismantle and use or sell all or any of the Goods and by doing so terminate your rights to use sell or otherwise deal in
them; and
9.4.2. for the purposes of Condition 8.4.1 or for the purposes of determining what if any Goods are held by You and inspecting them, enter
any premises of or occupied by You.
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9.5. We can exercise the rights to Goods for which title has not passed to You and hereby grant full and irrevocable rights of way and entry
to all parts of any property owned or occupied by You upon which the Goods are situated.
9.6. We may maintain an action for the Price, any Additional Charges and all sums payable under the Contract notwithstanding that title in
the Goods may not have passed to You.
9.7. Nothing in the Contract will constitute You to be acting as the agent of Us in respect of any re-sale of the Goods by You soaps to confer
upon a third-party right against Us.
10. LIMITS OF RESPONSIBILITY
10.1. It shall be the responsibility of You to:
10.1.1. carefully inspect and check the Goods as soon as practicable after receipt thereof to ensure that they are in accordance with the order
placed by You. This should preferably be done before Proof of Delivery/signature of our delivery note or failing that within 48 hours of
receipt of the Goods after which period You shall be deemed to have accepted the Goods and we shall have no liability for any defector
failure and You shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract. You agree that
such a period is reasonable. Your rights of acceptance and/or rejection of the Goods shall be constructed in all respects in accordance
with this Condition and any other rights for You in respect of acceptance, and/or rejection whether statutory or otherwise are hereby
excluded; and
10.1.2. take all steps which are reasonably practicable to mitigate any loss in respect of any Goods which are defective and we shall not be
responsible for any loss which would have been avoided if such steps had been taken.
10.2. Nothing in these Conditions shall limit or exclude Our liability for:
10.2.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.2.2. fraud or fraudulent misrepresentation;
10.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979.
11. DEFECTIVE GOODS
11.1 If on delivery any of the Goods are defective in any material respect and either You lawfully refuse delivery of the defective Goods or,
if they are signed for on delivery as “condition and contents unknown”, You give written notice of such defect to Us within 5 Business
Days of such delivery, We shall at Our option:
11.1.1 replace the defective Goods within 5 Business Days of receiving Your notice; or
11.2.2. refund to You the price for those Goods (or parts thereof, as appropriate) which are defective;
but We shall have no further liability to You in respect thereof and You may not reject the Goods if delivery is not refused or notice
given by You as set out above.
11.2 All steering products supplied by Us carry a 1-year unlimited mileage warranty subject to domestic use (non-commercial vehicles). No
Goods may be returned to Us without the prior agreement in writing of Us. Subject thereto any Goods returned which We are satisfied
were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of
charge or, at Our sole discretion, We shall refund or credit to You the price of such defective Goods. Any claim for labour within a
warranty. Claim must be agreed in advance by Us and will be credited at £35 per hour based on the Autodata recommended fitting
times. We shall have no further liability to You.
11.3 We shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to
normal conditions, failure to follow Our instructions (whether given orally or in writing), misuse or alteration of the Goods without Our
prior approval, or any other act or omission on the part of You, Your employees or agents or any third party.
11.4 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all
warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.5 Except in respect of death or personal injury caused by Our negligence, or as expressly provided in these Terms and Conditions, We
shall not be liable to You by reason of any representation, or any implied warranty, condition or other term, or any duty at common
law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by You
(including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation
whatsoever (and whether caused by the negligence of Us, Our servants or agents or otherwise) which arise out of or in connection
with the supply of the Goods or their use or resale by You.
11.6 You shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the
packaging or labelling of the Goods, any use or sale of the Goods by You is in compliance with all applicable statutory requirements
and that handling and sale of the Goods by You is carried out in accordance with directions given by Us or any competent governmental
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or regulatory authority and You will indemnify Us against any liability loss or damage which We might suffer as a result of Your failure
to comply with this condition.
12. TERMINATIONS
12.1. If any of the following events occur:
12.1.1. You make any voluntary arrangement with creditors or become subject to an administration order or (being an individual or firm)
becomes bankrupt or (being a Supplier) goes into liquidation (otherwise than for amalgamation or reconstruction); or
12.1.2. an encumbrancer takes possession, or a receiver disappointed, of any of the property or assets of You: or
12.1.3. You cease, or threaten to cease, to carry on business; or
12.1.4. You are in breach of this or any other contract with Us; or
12.1.5. You have not paid the Price (or part thereof), any Additional Charges or any other sums payable under the Contract and such amount
remains outstanding for 30 days; or
12.1.6. We reasonably apprehend that any of the events mentioned above is about to occur in relation to You and notify You accordingly then
without prejudice to any other right or remedy available to Us, We shall be entitled to cancel the Contract or suspend any further
deliveries under the Contract without any liability to You, and if the Goods have been delivered but not paid for the Price, any Additional
Charges and any other sums payable under the Contract shall become immediately due and payable notwithstanding any previous
agreement to the contrary.
12.2. On termination for any reason:
12.2.1. You shall immediately pay Us all outstanding invoices and interest and, in respect of any part of the Price, Additional Charges or other
sums payable by You but for which no invoice has been submitted, we may submit an invoice will which shall be payable immediately
on receipt; and
12.2.2. the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly
surviving termination, shall not be affected.
13. FORCE MAJEURE
13.1. We shall not be liable to You or be deemed in breach of the Contract by reason of any delay in performing, or any failure to perform,
any of its obligations in relation to the Contract, if the delay or failure was due to any cause beyond our reasonable control such as
(but without limitation) strike, lock-out, trade dispute or labour trouble, act of God, embargo, or other Governmental Act, regulation
or request, fire, accident, war, riot, delay in transportation or inability to obtain adequate labour, materials, or manufacturing facilities.
13.2. Where Condition 12.1 applies, we shall be entitled to cancel delivery of the Goods in whole or in part and shall not be bound to obtain
in the market goods with which to replace Goods delivery of which has been cancelled because of any such events.
14. MISCELLANEOUS
14.1. A person who is not a party to the Contract has no right under the Contract (Right of Third Parties) Act 1999 to enforce any term of the
Contract but this does not affect any right or remedy of a third party which exists or is unavailable apart from that Act.
14.2. The validity of the Contract shall be governed by the Laws of England and Wales and the parties irrevocably agree that any dispute
arising shall be within the exclusive jurisdiction of the English Courts.
14.3. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing to that other party
at its registered office or principal place of business or such other address as may have been notified in Writing tithe other party at the
relevant time pursuant to this provision tithe party giving the notice. Notices sent by first class delivery mail shall be deemed to have
been served on the next Working Day after posting where the notice is sent and received within the United Kingdom, or 7 Working
Days following posting where the notice is sent and/or received outside of the United Kingdom. Any notice delivered personally or
sent by fax or email shall be deemed served at the time of personal delivery or transmission, provided the same occurs on a Working
Day. Top rove service it shall be sufficient to show that the fax or email was transmitted to the fax or email address of the other party
or that the envelope containing the notice was properly addressed and posted.
14.4. The headings of these Conditions are for ease of reference only and do not affect their construction and nor do they limit their scope.
14.5. The singular, where appropriate includes the plural and vice versa.
14.6. If any provision of these Conditions is held by any competent authority to be valid or unenforceable in whole or impart the validity of
the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
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14.7. No waiver by Us of any breach of the Contract by the You shall be considered as a waiver of any subsequent breach of the same or any
other provision.
14.8. The Contract constitutes the entire agreement between the parties in relation to its subject matter, supersedes any previous
agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or
implied by statute or otherwise, are excluded to the fullest extent permitted by law.
14.9. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the
parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for or to bind
another party in any way.
14.10. Each party to the Contract shall at the request and expense of the other execute and do any deeds and other things reasonably
necessary to carry out the provisions of the Contract or to make it easier to enforce.
14.11. We reserve the right to amend these Conditions without prior notice. In any future dealings with Us, You will be bound by any amended
Conditions upon receipt of a copy of the same.