CONDITIONS OF SALE
1 Interpretation
1.1 In these Conditions:
‘PURCHASER’ means the person who accepts a quotation of the Supplier for the sale of the Documents or whose order for the Documents is accepted by the Supplier
‘DOCUMENTS’ means the Required Pack Documents and/or Authorised Pack Documents or such specified documents pursuant to the Home Information Pack Regulations 2007 which the Supplier is to supply in accordance with these Conditions
‘SUPPLIER’ means Charlotte George HIP Solutions of 3 Woodlands Court Watford Village Northamptonshire NN6 7XW.
‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Purchaser and the Supplier
‘CONTRACT’ means the contract for the purchase and sale of the Documents
‘WRITING’ includes telex, cable, facsimile transmission, electronic mail and comparable means of communication.
‘PROPERTY’ means the relevant property referred to in the afore-mentioned ‘DOCUMENTS’
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 The Supplier shall supply and the Purchaser shall purchase the Documents in accordance with any written quotation of the Supplier which is accepted by the Purchaser, or any written order of the Purchaser which is accepted by the Supplier, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Purchaser.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the Purchaser and Supplier or their authorised representatives.
2.3 The Supplier’s employees or agents are not authorised to make any representations concerning the Documents unless confirmed by the Supplier in Writing. In entering into the Contract the Purchaser acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Supplier or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Documents which is not confirmed in Writing by the Supplier is followed or acted upon entirely at the Purchaser’s own risk, and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3 Orders and specifications
3.1 No order submitted by the Purchaser shall be deemed to be accepted by the Supplier unless and until confirmed in Writing by the Supplier’s authorised representative.
3.2 The Purchaser shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser, and for giving the Supplier any necessary information relating to the Documents within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Documents shall be those set out in the Supplier’s quotation (if accepted by the Purchaser) or the Purchaser’s order (if accepted by the Supplier).
3.4 If the Documents are to be manufactured or any process is to be applied to the Documents by the Supplier in accordance with a specification submitted by the Purchaser that fall outside the specifications of the Home Information Pack Regulations 2007 (or any amendments thereto) the Purchaser shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with or paid or agreed to be paid by the Supplier 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 Supplier’s use of the Purchaser’s specification.
3.5 The documents, which will include the Purchaser’s Information, will be made publicly available. Reliance may be made upon the documents, including the Purchasers Information, by potential or actual buyers, mortgage lenders, estate agents, enforcement authorities, and other parties. It is therefore imperative that all information/material/data provided to the Supplier by the Purchaser is current, true, accurate and complete. If any information/material/data the Supplier is provided with is inaccurate, incomplete or misleading in any way, the Purchaser risks legal claims against them.
3.5.1 If the Purchaser submits any information/material/data to the Supplier, the Purchaser must ensure that it does not infringe any applicable laws, regulations or third party rights for example information/material/data which is obscene, indecent, pornographic, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party's intellectual property rights.
3.5.2 The Purchaser warrants that the Purchaser’s Information provided to the Supplier is current, true, accurate and complete. If the Purchaser becomes aware that any of this information is outdated, untrue, inaccurate or incomplete in any way the Purchaser will be responsible to notify the Supplier accordingly and let the Supplier have any updated information/material/data immediately without any delay. Please note that if the Purchaser provides the Supplier with any incorrect information/material/data, the Supplier will have the right to cancel any Agreement with the Purchaser and the Purchaser will still be responsible for any sums due to the Supplier and/or any Third Party under any Agreement with the Purchaser.
3.6 The Supplier reserves the right to make any changes in the specification of the Documents which are required to conform with any applicable statutory or EC requirements or, where the Documents are to be supplied to the Supplier’s specification, which do not materially affect their quality or performance.
3.7 No order which has been accepted by the Supplier may be cancelled by the Purchaser except with the agreement in Writing of the Supplier and on terms that the Purchaser shall indemnify the Supplier 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 the Supplier as a result of cancellation. Any payment due will be payable immediately upon cancellation.
4 Price of the documents
4.1 The price of the Documents shall be the Supplier’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Purchaser, after which time they may be altered by the Supplier without giving notice to the Purchaser.
4.2 The Supplier reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Documents to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Documents which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Supplier adequate information or instructions.
4.4 The price is exclusive of any applicable value added tax, which the Purchaser shall be additionally liable to pay to the Supplier.
5 Terms of payment
5.1 Subject to any special terms agreed in Writing between the Purchaser and the Supplier, the Supplier shall at the Supplier’s absolute discretion be entitled to payment as follows:
5.1.1 the full price upon acceptance of the order; or
5.1.2 50% of the purchase price upon acceptance of the order and the balance of the purchase price when the supplier has or is ready willing and able to supply the Documents; or
5.1.3 the full price immediately upon delivery of the Documents; or
5.1.4 the sum of £10 shall be payable to the Supplier by credit or debit card upon the Supplier accepting the order in accordance with Clause 3 hereof in which event the balance of the purchase price shall be payable on the expiry of 3 months from the date of acceptance of the order.
5.1.5 the sum of £10 shall be payable to the Supplier by credit or debit card upon the Supplier accepting the order in accordance with Clause 3 hereof in which event the balance of the purchase price shall be payable on the expiry of 6 months from the date of acceptance of the order.
5.1.6 the sum of £10 shall be payable to the Supplier by credit or debit card upon the Supplier accepting the order in accordance with Clause 3 hereof in which event the balance of the purchase price shall be payable following one of the payment trigger events, namely:
Property Sale Completion
Property withdrawn from market
Termination of relationship between the Purchaser and their estate agent
Expiry of 9 months from the date of acceptance of the order
5.1.7 For the purposes of Clauses 5.1.2, 5.1.4, 5.1.5 and 5.1.6 the Purchaser irrevocably authorises the Supplier to take the balance of the purchase price from the credit or debit card provided the Supplier has or is ready willing and able to supply the Documents. This also applies where a payment is due in accordance with clause 3.7 hereof.
5.2 If the Purchaser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
5.2.1 cancel the contract or suspend any further deliveries to the Purchaser;
5.2.2 appropriate any payment made by the Purchaser to such of the Documents (or the documents supplied under any other contract between the Purchaser and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Purchaser); and
5.2.3 charge the Purchaser interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above HSBC Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6 Delivery
6.1 Delivery of the Documents shall be made by the Supplier by email to the Purchaser’s email address as previously notified by the Purchaser.
6.2 Any dates quoted for delivery of the Documents are approximate only and the Supplier shall not be liable for any delay in delivery of the Documents however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Supplier in writing.
6.3 If the Supplier fails to deliver the Documents (or any instalment) for any reason other than any cause beyond the Supplier’s reasonable control or the Purchaser’s fault, and the Supplier is accordingly liable to the Purchaser, the Supplier’s liability shall be limited to the excess (if any) of the cost to the Purchaser (in the cheapest available market) of similar documents to replace those not delivered over the price of the Documents.
6.4 If the Purchaser fails to take delivery of the Documents or fails to give the Supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Purchaser’s reasonable control or by reason of the Supplier’s fault) then, without prejudice to any other right or remedy available to the Supplier, the Supplier may:
6.4.1 sell the Documents at the best price readily obtainable and account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract.
7 Risk and property
7.1 Until such time as the property in the Documents passes to the Purchaser, the Purchaser shall hold the Documents as the Supplier’s fiduciary agent and bailee, and shall keep the Documents separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Supplier’s property, but the Purchaser shall be entitled to resell or use the Documents in the ordinary course of its business.
7.2 Until such time as the property in the Documents passes to the Purchaser (and provided the Documents are still in existence and have not been resold), the Supplier shall be entitled at any time to require the Purchaser to deliver up the Documents to the Supplier.
8 Warranties and liability
8.1 Subject to the conditions set out below the Supplier warrants that the Documents will correspond with their specification at the time of delivery and will be free from defects.
8.2 The above warranty is given by the Supplier subject to the following conditions:
8.2.1 the Supplier shall be under no liability in respect of any defect in the Documents arising from any drawing, design or specification supplied by the Purchaser;
8.2.2 the Supplier shall be under no liability in respect of any defect arising from the Purchaser’s negligence, or failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration of the Documents without the Supplier’s approval;
8.2.3 the Supplier shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Documents has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to Documents not prepared by the Supplier, in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by a third party to the Supplier nothing in the Contract shall operate to assign or otherwise transfer any Intellectual Property Rights owned by either Party. For the avoidance of doubt, all Intellectual Property Rights in the Product belong to and vest in the supplier.8.2.6 Subject to clause 8.3, to the extent that any Intellectual Property Rights are created in the production by the supplier of any Required Pack Document(s), the Purchaser expressly acknowledge and agree that all such Intellectual Property Rights shall be owned by and vest in Charlotte George HIP Solutions (or the Third Party creating such Required Pack Document(s) on our behalf, as applicable).
8.2.5 As between the Purchaser and the supplier, the Purchaser shall own all rights in and to the Purchaser’s Information.
8.2.6 The Purchaser hereby grant to the supplier a nonexclusive, nontransferable licence (with the right to grant sublicences) to use The Purchaser’s Information solely to the extent and for the period necessary in order for Charlotte George HIP Solutions to provide the Services in accordance with the Contract.
8.3 Subject as expressly provided in these Conditions, and except where the Documents are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law including any consequential losses
8.4 Any claim by the Purchaser which is based on any defect in the quality or condition of the Documents or their failure to correspond with specification shall (whether or not delivery is refused by the Purchaser) be notified to the Supplier within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Purchaser does not notify the Supplier accordingly, the Purchaser shall not be entitled to reject the Documents and the Supplier shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the price as if the Documents had been delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any of the Documents which is based on any defect in the quality or condition of the Documents or their failure to meet specification is notified to the Supplier in accordance with these Conditions, the Supplier shall be entitled to replace the Documents (or the part in question) free of charge or, at the Supplier’s sole discretion, refund to the Purchaser the price of the Documents (or a proportionate part of the price), but the Supplier shall have no further liability to the Purchaser.
8.6 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Documents or their use or resale by the Purchaser, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Documents, except as expressly provided in these Conditions.
8.7 The Supplier shall not be liable to the Purchaser or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Documents, if the delay or failure was due to any cause beyond the Supplier’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control:
8.7.1 Act of God, explosion, flood, tempest, fire or accident;
8.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.7.4 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
8.7.5 power failure or breakdown in machinery.
9 Indemnity
9.1 If any claim is made against the Purchaser that the Documents infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Purchaser, the Supplier shall indemnify the Purchaser against all loss, damages, costs and expenses awarded against or incurred by the Purchaser in connection with the claim, or paid or agreed to be paid by the Purchaser in settlement of the claim, provided that:
9.1.1 the Supplier is given full control of any proceedings or negotiations in connection with any such claim;
9.1.2 the Purchaser shall give the Supplier all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3 except pursuant to a final award, the Purchaser shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Supplier (which shall not be unreasonably withheld);
9.1.4 the Purchaser shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Purchaser may have in relation to such infringement, and this indemnity shall not apply to the extent that the Purchaser recovers any sums under any such policy or cover (which the Purchaser shall use its best endeavours to do);
9.1.5 the Supplier shall be entitled to the benefit of, and the Purchaser shall accordingly account to the Supplier for, all damages and costs (if any) awarded in favour of the Purchaser which are payable by, or agreed with the consent of the Purchaser (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
9.1.6 without prejudice to any duty of the Purchaser at common law, the Supplier shall be entitled to require the Purchaser to take such steps as the Supplier may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Supplier is liable to indemnify the Purchaser under this clause.
10 Insolvency of purchaser
10.1 This clause applies if:
10.1.1 the Purchaser makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser; or
10.1.3 the Purchaser ceases, or threatens to cease, to carry on business; or
10.1.4 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser, and if the Documents have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11 General
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Supplier of any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 Any dispute arising under or in connection with these Conditions or the sale of the Documents shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of [the institute of Chartered Surveyors
11.5 The Purchaser acknowledges and agrees that the Supplier has the right to revise and amend these terms and conditions from time to time.
11.6 When the Purchaser orders a Home Information Pack from the Supplier, he/she will be subject to the terms and conditions and policies in force at that time, unless the Supplier is required to make any change to comply with any laws (in which case the Purchaser acknowledges and agrees that it will apply to orders previously placed by Purchaser), or if the Supplier notifies the Purchaser of any change to the terms and conditions or those policies before the Supplier sends the Purchaser the Supplier’s Acceptance (in which case the Purchaser will acknowledge and agree that the Supplier will be entitled to assume that the Purchaser has accepted the change, unless the Purchaser notifies the Supplier by email within three (3) business days from the date of the Purchaser’s deemed receipt of the Supplier’s notification of such change that the Purchaser does not accept the change; in which case the Supplier will have the right to either not accept the Purchaser’s order or to immediately cancel any Agreement with the Purchaser by giving the Purchaser notice to that effect and referring to this clause).
11.7 The Contract shall be governed by the laws of England, and the Purchaser agrees to submit to the non-exclusive jurisdiction of the English courts.