1. DEFINITIONS AND INTERPRETATION

    1. In these Conditions, the following words shall have the following meanings:
      "Buyer" means HMI Elements Limited (Company Number 03556493) whose registered office is at 46 Barkston House Croydon Street, Leeds. LS11 9RT.
      "Contract" means the contract formed (incorporating these Terms) in accordance with clause 2.
      "Goods" means any goods, materials, components, equipment or software supplied by the Supplier.
      "Order" means the Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Supplier’s quotation, or overleaf as the case may be.
      "Services" means any services supplied by the Supplier.
      "Specification" means any specification, drawing, data sheet, quality requirement, standard or other document issued or agreed by the Buyer.
      "Supplier" means the person, firm or company supplying the Goods and/or Services to the Buyer.
      "Terms" means these terms and conditions incorporated into every contract for the purchase of Goods or provision of Services made between the Buyer and the Supplier.

  2. Application, order of precedence and formation of contract

    1. These Terms apply to the exclusion of all other terms, including any terms proposed or referenced by the Supplier in quotations, acknowledgements, delivery notes or invoices or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing.
    2. The following order of precedence applies in the event of conflict or inconsistency: (1) the Order, (2) these Terms, (3) any Supplier terms.
    3. The Order constitutes an offer by the Buyer subject to these Terms.
    4. The Contract is formed and commences on the earlier of (a) the Supplier issuing written acceptance of the Order or (b) any act by the Supplier consistent with fulfilling the Order.
    5. Any variation of the Contract must be agreed in writing by the Buyer.

  3. Price and payment

    1. The price stated in the Order is fixed unless otherwise agreed in writing by the Buyer.
    2. Prices include all packaging, insurance, transport, duties, taxes and charges.
    3. Invoices may be submitted following delivery of the Goods or completion of the Services.
    4. Payment shall be made within 60 days of receipt of a valid invoice.
    5. The Buyer may withhold or set off payment for disputed or non-conforming Goods or Services.

  4. Performance and delivery

    1. The Supplier shall meet any performance dates for the Services specified in the Order or that the Buyer notifies to the Supplier and time is of the essence in relation to any of those performance dates.
    2. Goods shall be delivered in accordance with the delivery date and location stated in the Order.  Time for delivery shall be of the essence of any Contract to which these Terms apply.
    3. The Supplier shall notify the Buyer immediately of any anticipated delay.
    4. If the Supplier fails to deliver the Goods on the agreed delivery date or to perform the Services by the applicable date, the Buyer shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies: (a) cancel the Order; (b) expedite delivery at the Supplier’s cost; (c)  recover from the Supplier any costs incurred by the Buyer obtaining substitute goods or services; and (d) recover from the Supplier all reasonable associated costs, losses or expenses incurred by the Buyer which are in any way attributable to the Supplier’s failure to meet such dates.

  5. Title and risk

    1. Risk in the Goods shall not pass to the Buyer until completion of delivery and acceptance of the Goods.
    2. Title to the Goods shall pass to the Buyer upon the earlier of acceptance and payment, free from all liens and encumbrances.

  6. Inspection and acceptance

    1. The Buyer may inspect and test the Goods before or after delivery.
    2. Acceptance occurs only after reasonable inspection following delivery and does not waive the Buyer’s rights for latent defects.
    3. Failure to inspect promptly shall not limit the Supplier’s obligations.
    4. If the Supplier has delivered Goods that do not comply with the undertakings set out in Clause 7.1, the Buyer may (without limiting or affecting other rights or remedies available to it, and whether or not it has accepted the Goods): (a) reject non-conforming Goods and return them to the Supplier at the Supplier’s own risk and expense; (b) require the Supplier to repair or provide replacement of the rejected Goods or to provide a full refund of the price of the rejected Goods (if paid);(c) terminate the Contract with immediate effect by giving written notice to the Supplier; (d) recover from the Supplier any expenditure incurred by the Buyer in obtaining substitute goods from a third party; (e) recover from the Supplier all reasonable associated costs, losses or expenses incurred by the Buyer which are in any way attributable to the Supplier’s failure to comply with Clause 7.1.
    5. If the Supplier has supplied Services that do not comply with the requirements of Clause 7.2 then, without limiting or affecting other rights or remedies available to it, the Buyer shall have one or more of the following rights and remedies: (a) to terminate the Contract with immediate effect by giving written notice to the Supplier; (b) to return the deliverables to the Supplier at the Supplier's own risk and expense; (c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid); (d) to recover from the Supplier any expenditure incurred by the Buyer in obtaining substitute services or deliverables from a third party; (e) recover from the Supplier all reasonable associated costs, losses or expenses incurred by the Buyer which are in any way attributable to the Supplier’s failure to comply with Clause 7.2.

  7. Quality, compliance and change control

    1. The Supplier shall ensure that the Goods:
      1. correspond with their description and any applicable Specification;
      2. are of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Supplier's skill and judgement;
      3. where they are manufactured products, are free from defects in design, material and workmanship and shall remain so for 12 months after delivery;
      4. comply with all applicable statutory, regulatory and certification requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
    2. The Supplier shall ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that any deliverables of the Services shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Supplier.
    3. No changes to design, materials, process, software, manufacturing location or source shall be made without prior written approval of the Buyer.
    4. The Buyer may audit the Supplier and relevant sub-suppliers’ quality systems and records on reasonable notice.
    5. Records shall be retained for at least five years.

  8. Intellectual property

    1. All intellectual property created specifically for the Buyer shall vest in the Buyer unless agreed otherwise.
    2. The Supplier grants to the Buyer a perpetual, royalty-free licence to use embedded intellectual property.
    3. The Supplier warrants that the Goods and Services do not infringe the intellectual property rights of any third party.

  9. Confidentiality

    1. All information concerning the business, assets, affairs, customers, clients or suppliers of the Buyer is confidential and the Supplier shall not disclose to any person any such information except (a) for the purposes of exercising the party's rights or carrying out its obligations under the Contract or (b) as may be required by law.
    2. This obligation survives termination.

  10. Insurance and indemnity

    1. During the term of the Contract and for a period of 6 years afterwards,  the Supplier shall maintain in force professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract.
    2. The Supplier shall indemnify the Buyer against all losses arising from(a) any claim that the supply, receipt or use of the Goods or Services infringes the intellectual property rights of any third party; (b) any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods or Service deliverables, to the extent that the defect is attributable to the acts or omissions of the Supplier.

  11. Liability

    1. Nothing limits either party’s liability for death or personal injury caused by its negligence, fraud or wilful misconduct or defective products under the Consumer Protection Act 1987.
    2. Supplier’s liability to the Buyer for intellectual property infringement, breach of confidentiality and regulatory non-compliance is uncapped in value.
    3. Subject to clauses 11.1 and 11.2
      1. the Supplier’s liability to the Buyer for any claims arising from or in connection with defective Goods, failure to meet the Specification, unauthorised changes, quality or manufacturing defects, or latent defects which cause or contribute to failure of the Buyer’s products shall be capped at the greater of five hundred percent (500%) of the Order value or £1,000,000; and

      2. for all other claims, the Supplier’s total aggregate liability to the Buyer shall be capped at two hundred percent (200%) of the Order value.

    4. Notwithstanding the liability caps set out above, the Supplier shall be liable for all direct costs reasonably incurred by the Buyer arising from a breach of this Contract, including but not limited to rework, replacement, removal, returns, testing, re-certification, field service, and expedited freight.

  12. Ethical, regulatory and supply chain compliance

    1. The Supplier shall comply with applicable anti-bribery, anti-corruption, modern slavery and export control laws.
    2. The Supplier warrants to the Buyer that Goods are genuine and not counterfeit.
    3. The Supplier shall provide the Buyer with not less than twelve (12) months’ prior written notice of any obsolescence, end of manufacture, end of production, or end of support affecting the Goods or any component, material, software, or process used in their manufacture.
    4. Traceability records shall be retained for at least five years.

  13. Termination

    1. Unless otherwise stated, the Buyer may terminate the Contract with immediate effect if the Supplier:
      1. commits a material breach of any term of the Contract and, where such breach is remediable, fails to remedy that breach within a period of ten (10) days after being notified in writing to do so;
      2. becomes subject to any insolvency event;
      3. fails to meet delivery or quality requirements, or is in material regulatory non-compliance; or
      4. for convenience, on not less than thirty (30) days’ prior written notice.
    2. Termination does not affect accrued rights.

  14. Force majeure

    1. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control, excluding payment obligations.
    2. If such events continue for more than 30 days, the Buyer may terminate the Contract by written notice.

  15. Governing law and jurisdiction

    1. These Terms are governed by the laws of England and Wales.
    2. The courts of England and Wales have exclusive jurisdiction.

  16. General

    1. The Supplier may not assign or subcontract any or all of its rights or obligations under this Contract without the prior written consent of the Buyer, and shall ensure that its obligations under this Contract flow down to sub-suppliers.  If the Buyer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all acts and omissions of its subcontractors as if they were its own.
    2. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    3. 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. A delay 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.
    4. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.