Legal

1.1 We are committed to safeguarding the privacy of our website visitors and service users.

1.2 This policy applies where we are acting as a data controller with respect to the personal data of our website visitors and service users; in other words, where we determine the purposes and means of the processing of that personal data.

1.3 We use cookies on our website. Insofar as those cookies are not strictly necessary for the provision of our website and services, we will ask you to consent to our use of cookies when you first visit our website.

2.1 This document was created using a template from SEQ Legal (https://seqlegal.com).

3.1 In this Section 3 we have set out:

(a) the general categories of personal data that we may process;

(b) in the case of personal data that we did not obtain directly from you, the source and specific categories of that data;

(c) the purposes for which we may process personal data; and

(d) the legal bases of the processing.

3.2 We may process information contained in any enquiry you submit to us regarding our goods and/or services. The enquiry data may be processed for the purposes of offering, marketing and selling relevant goods and/or services to you. The legal basis for this processing is consent.

3.3 We may process information relating to our customer relationships, including customer contact information. The customer relationship data may include your name, your employer, your job title or role, your contact details, and information contained in communications between us and you or your employer. The source of the customer relationship data is you or your employer. The customer relationship data may be processed for the purposes of managing our relationships with customers, communicating with customers, keeping records of those communications and promoting our products and services to customers. The legal basis for this processing is consent.

3.4 We may process information that you provide to us for the purpose of subscribing to our email notifications and/or newsletters. The notification data may be processed for the purposes of sending you the relevant notifications and/or newsletters. The legal basis for this processing is consent.

3.5 We may process any of your personal data identified in this policy where necessary for the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure. The legal basis for this processing is our legitimate interests, namely the protection and assertion of our legal rights, your legal rights and the legal rights of others.

3.6 We may process any of your personal data identified in this policy where necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, or obtaining professional advice. The legal basis for this processing is our legitimate interests, namely the proper protection of our business against risks.

3.7 In addition to the specific purposes for which we may process your personal data set out in this Section 3, we may also process any of your personal data where such processing is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

4.1 We may disclose your personal data to our insurers and/or professional advisers insofar as reasonably necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, obtaining professional advice, or the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.

4.2 Financial transactions relating to our website and services may be handled by our payment services provider, WorldPay AP Ltd. We will share transaction data with our payment services provider only to the extent necessary for the purposes of processing your payments, refunding such payments and dealing with complaints and queries relating to such payments and refunds. You can find information about the payment services providers’ privacy policies and practices at www.worldpay.com/uk/privacy-policy. In addition to this, as our products require a delivery service, we mainly work with 3 couriers – TUFFNELLS PARCELS EXPRESS LIMITED, PALL-EX GROUP LIMITED, DPD (UK) LIMITED and HERMES PARCELNET LIMITED– in order to fulfill our deliveries. The contact details provided by you on any order placed with Hy-Tex UK Ltd will be provided to the relevant courier so that deliveries can be achieved successfully. You can find the respective information about the couriers services providers’ privacy policies and practices at:- www.tuffnells.co.uk/privacy-notice – www.pallex.co.uk/privacy-policy/ – www.myhermes.co.uk/privacy-policy.html – www.dpd.co.uk/privacy_policy.jsp –

4.3 In addition to the specific disclosures of personal data set out in this Section 4, we may disclose your personal data where such disclosure is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person. We may also disclose your personal data where such disclosure is necessary for the establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.

5.1 This Section 6 sets out our data retention policies and procedure, which are designed to help ensure that we comply with our legal obligations in relation to the retention and deletion of personal data.

5.2 Personal data that we process for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes.

5.3 Notwithstanding the other provisions of this Section 6, we may retain your personal data where such retention is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

6.1 We may update this policy from time to time by publishing a new version on our website.

6.2 You should check this page occasionally to ensure you are happy with any changes to this policy.

7.1 In this Section 8, we have summarised the rights that you have under data protection law. Some of the rights are complex, and not all of the details have been included in our summaries. Accordingly, you should read the relevant laws and guidance from the regulatory authorities for a full explanation of these rights.

7.2 Your principal rights under data protection law are:

(a) the right to access;

(b) the right to rectification;

(c) the right to erasure;

(d) the right to restrict processing;

(e) the right to object to processing;

(f) the right to data portability;

(g) the right to complain to a supervisory authority; and

(h) the right to withdraw consent.

7.3 You have the right to confirmation as to whether or not we process your personal data and, where we do, access to the personal data, together with certain additional information. That additional information includes details of the purposes of the processing, the categories of personal data concerned and the recipients of the personal data. Providing the rights and freedoms of others are not affected, we will supply to you a copy of your personal data.

7.4 You have the right to have any inaccurate personal data about you rectified and, taking into account the purposes of the processing, to have any incomplete personal data about you completed.

7.5 In some circumstances you have the right to the erasure of your personal data without undue delay. Those circumstances include: the personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed; you withdraw consent to consent-based processing; you object to the processing under certain rules of applicable data protection law; the processing is for direct marketing purposes; and the personal data have been unlawfully processed. However, there are exclusions of the right to erasure. The general exclusions include where processing is necessary: for exercising the right of freedom of expression and information; for compliance with a legal obligation; or for the establishment, exercise or defence of legal claims.

7.6 In some circumstances you have the right to restrict the processing of your personal data. Those circumstances are: you contest the accuracy of the personal data; processing is unlawful but you oppose erasure; we no longer need the personal data for the purposes of our processing, but you require personal data for the establishment, exercise or defence of legal claims; and you have objected to processing, pending the verification of that objection. Where processing has been restricted on this basis, we may continue to store your personal data. However, we will only otherwise process it: with your consent; for the establishment, exercise or defence of legal claims; for the protection of the rights of another natural or legal person; or for reasons of important public interest.

7.7 You have the right to object to our processing of your personal data on grounds relating to your particular situation, but only to the extent that the legal basis for the processing is that the processing is necessary for: the performance of a task carried out in the public interest or in the exercise of any official authority vested in us; or the purposes of the legitimate interests pursued by us or by a third party. If you make such an objection, we will cease to process the personal information unless we can demonstrate compelling legitimate grounds for the processing which override your interests, rights and freedoms, or the processing is for the establishment, exercise or defence of legal claims.

7.8 To the extent that the legal basis for our processing of your personal data is:

(a) consent; or

(b) that the processing is necessary for the performance of a contract to which you are party or in order to take steps at your request prior to entering into a contract,

and such processing is carried out by automated means, you have the right to receive your personal data from us in a structured, commonly used and machine-readable format. However, this right does not apply where it would adversely affect the rights and freedoms of others.

7.9 If you consider that our processing of your personal information infringes data protection laws, you have a legal right to lodge a complaint with a supervisory authority responsible for data protection. You may do so in the EU member state of your habitual residence, your place of work or the place of the alleged infringement.

7.10 To the extent that the legal basis for our processing of your personal information is consent, you have the right to withdraw that consent at any time. Withdrawal will not affect the lawfulness of processing before the withdrawal.

8.1 For information about how we use cookies, please read our cookie policy below.

9.1 This website is owned and operated by Hy-Tex UK Ltd.

9.2 We are registered in England and Wales under registration number [number], and our registered office is at Hy-Tex (UK) Limited, Aldington Mill, Mill Lane, Aldington, Ashford, Kent TN25 7AJ

9.3 You can contact us:

(a) by post, to the postal address given above;

(b) using our website contact form;

(c) by telephone, on the contact number published on our website or

(d) by email, using the email address published on our website

10.1 Our data protection officer’s contact details are:

Ryan Markham (Sales Manager) – Email: sales@hy-tex.co.uk – Tel: 01233 720097

A cookie is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server.

Cookies may be either “persistent” cookies or “session” cookies: a persistent cookie will be stored by a web browser and will remain valid until its set expiry date, unless deleted by the user before the expiry date; a session cookie, on the other hand, will expire at the end of the user session, when the web browser is closed.

We use cookies on our website to:

• • Make your online experience more efficient and enjoyable.
  • Keep you protected. Security cookies help prevent attacks on our website including attempts to steal the information a visitor enters on website forms. They also help identify fraudulent activity.
  • Keep track of the items stored in your enquiry/shopping basket and take you through the checkout process.
  • Recognise you whenever you visit our website. This will speed up your access to our website as you do not have to log in each time if you have an account with us.
  • Obtain information about your preferences.
  • Carry out research and statistical analysis to help improve our content, products and services and to help us better understand our visitors’ and customers’ requirements and interests.
  • Target our marketing and advertising campaigns, and those of our partners, more effectively by providing interest-based advertisements that are personalised to your interests.
  • To help functionality. These enable visitors to see the correct view of the website, for example if different versions are being tested. Cookies are also used for the management of orders, collections and deliveries. If the website offers product reviews, surveys, live chat facilities or videos, cookies will be used to manage this functionality.
  • To monitor performance. These record a visitor’s progress through a browsing session for problem solving and to identify any errors in the use of the site that the visitor may experience. They also link a visitor’s actions with website usage and performance. Some cookies identify the visitor’s IP address, browser and device type. In certain circumstances we may collect personal information about you—but only where you voluntarily provide it (e.g. by completing an online form) or where you purchase goods or services from us.

There is a notice on our home page which describes how we use cookies, and which also provides a link to our website privacy policy. If you use our website after this notification has been displayed to you, we will assume that you consent to our use of cookies for the purposes described in this website cookie policy and our website privacy policy.

We work with third party suppliers who may also set cookies on our website, third parties include search engines, providers of measurement and analytics services and social media networks. These third-party suppliers are responsible for the cookies they set on our site.

An example of a third party we use is Google Analytics. We use Google Analytics to analyse the use of our website. Google Analytics gathers information about website use by means of cookies. The information gathered relating to our website is used to create reports about the use of our website. Google’s privacy policy is available at: https://www.google.com/policies/privacy/

If you do not want to accept cookies, you can change your browser settings so that cookies are not accepted. Most browsers allow you to refuse to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version. You can however obtain up-to-date information about blocking and deleting cookies via these links:

(a) https://support.google.com/chrome/answer/95647?hl=en (Chrome);

(b) https://support.mozilla.org/en-US/kb/enable-and-disable-cookies-website-preferences (Firefox);

(c) http://www.opera.com/help/tutorials/security/cookies/ (Opera);

(d) https://support.microsoft.com/en-gb/help/17442/windows-internet-explorer-delete-manage-cookies (Internet Explorer);

(e) https://support.apple.com/kb/PH21411 (Safari); and

(f) https://privacy.microsoft.com/en-us/windows-10-microsoft-edge-and-privacy (Edge).

If you do this, please be aware that you may lose some of the functionality of our website. For further information about cookies and how to disable them please go to the Information Commissioner’s webpage on cookies: https://ico.org.uk/for-the-public/online/cookies/

1.1. The definitions and rules of interpretation in this condition apply in all conditions.
1.2. Definitions:
1.2.1. “Buyer”: the person or firm who purchases the Goods from Hy-Tex.
1.2.2. “Hy-Tex”: Hy-Tex (UK) Limited (Company Registration No: 02597134)) whose registered office is situated at Aldington Mill, Mill Lane, Aldington, Ashford, Kent TN25 7AJ.
1.2.3. “Contract”: the agreement between Hy-Tex and the Buyer for the sale and purchase of Goods, incorporating the Order and these conditions.
1.2.4. “Delivery Point”: the place where delivery of the Goods is to take place under condition 6.
1.2.5. “Directors”: means the individual/individuals who are listed Directors of the Company.
1.2.6. “Goods”: any Stocked Goods or Non-Stocked Goods agreed in the Contract to be supplied to the Buyer by Hy-Tex (including any part or parts of them).
1.2.7. “Stocked Goods”: any goods that are held in stock by Hy-Tex from time to time in the normal course of its business (but excluding any Non-Stocked Goods).
1.2.8. “Non-Stocked Goods”: any goods that are not held in stock by Hy-Tex and which are purchased specifically at the Buyer’s request and/or made to the Buyer’s order.
1.2.9. “Order”: each order for Goods placed by the Buyer (which, for the avoidance of doubt, includes each acceptance by the Buyer of Hy-Tex’s quotation for the supply of Goods).
1.3. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4. Any phrase introduced by the terms including, include, in particular, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.5. A reference to writing or written includes fax and email.
1.6. Words in the singular include the plural and, in the plural, include the singular.
1.7. A reference to one gender includes a reference to the other gender.
1.8. Condition headings do not affect the interpretation of these conditions.

2.1. Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2. No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3. These conditions apply to all Hy-Tex’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Hy-Tex. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Hy-Tex which is not set out in the Contract.
2.4. Each Order shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5. No Order shall be deemed to be accepted by Hy-Tex until a written acknowledgement of the Order is issued by Hy-Tex or (if earlier) Hy-Tex despatches the Goods to the Buyer.
2.6. The Buyer shall ensure that the terms of its’ Order and any applicable specification are complete and accurate.
2.7. Any quotation is given on the basis that no Contract shall come into existence until Hy-Tex issues an acknowledgement of Order to the Buyer or despatches the Goods to the Buyer.

3.1. Unless otherwise agreed by Hy-Tex the price for the Goods shall be the price set out in Hy-Tex’s price list published on the date of delivery or deemed delivery.
3.2. Any quotation is valid for a maximum period of 30 days from its’ date (unless otherwise agreed in writing), provided that Hy-Tex has not previously withdrawn it.
3.3. Hy-Tex can withdraw a quotation at any time without notice.
3.4. Unless otherwise stated, the price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
3.5. Prices quoted are based on delivery of quantities stated in the quotation. Should additional quantities be required, or small amounts called off against the original quotation, then delivery may be charged at cost.
3.6. Prices quoted are based on supply of full quantity stated. If the full amount is not ordered, or the full amount called-off in smaller instalments, then additional costs may be charged accordingly, based on the prices set out on Hy-Tex’s price list published at time of Order.
3.7. For quotations where alternative products have been offered it is the responsibility of the Buyer to obtain approval prior to the Order being placed.

4.1. Once a Contract for Non-Stocked Goods has come into existence, the Buyer may not alter or cancel its’ Order, or the Contract, in any circumstances.
4.2. In exceptional circumstances, Orders for Stocked Goods may be accepted for return at the sole discretion of the Directors and with the prior written approval of the Directors. Where such approval is given the original transport costs plus a handling charge of 15% of the price of the Stocked Goods ordered will be payable by the Buyer for their return; and, the Buyer is responsible for the costs for safe and complete return of the Stocked Goods to Hy-Tex’s premises.

5.1. Where Hy-Tex is not the manufacturer of the Goods, Hy-Tex shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to Hy-Tex.
5.2. All material measurements quoted are based on corresponding manufacturer’s tolerance factors, where this is not stated a default tolerance of +/-10% will be used.
5.3. Hy-Tex warrants that (subject to the other provisions of these conditions) on delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
5.4. Hy-Tex shall not be liable for a breach of the warranty unless:
5.4.1. the Buyer gives notice by telephone within 48 hours and confirms by written notice of the defect to Hy-Tex, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers, or ought to have discovered, the defect; and
5.4.2. Hy-Tex is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by Hy-Tex) returns such Goods to Hy-Tex’s place of business at the Buyer’s expense for the examination to take place there.
5.5. Hy-Tex shall not be liable for a breach of the warranty if:
5.5.1. the Buyer makes any further use of such Goods after giving such notice; or
5.5.2. the defect arises because the Buyer failed to follow Hy-Tex’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
5.5.3. the Buyer alters or repairs such Goods without the written consent of Hy-Tex.
5.6. Subject to the conditions above, if any of the Goods do not conform with the warranty Hy-Tex shall at its’ option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Hy-Tex so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to Hy-Tex.
5.7. Subject to the other provisions of these conditions Hy-Tex shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in replacing, repairing or refunding (even if caused by Hy-Tex’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
5.8. If Hy-Tex complies with the above conditions, it shall have no further liability for a breach of the warranty in condition in respect of such Goods.

6.1. Unless otherwise agreed in writing by Hy-Tex, delivery of the Goods shall take place at the Delivery Point agreed between the parties.
6.2. The Buyer shall take delivery of the Goods as soon as possible after having received notification from Hy-Tex that they are available for delivery but no later than within seven days unless previously agreed.
6.3. Any dates specified by Hy-Tex for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
6.4. Subject to the other provisions of these conditions Hy-Tex shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods, nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
6.5. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Hy-Tex is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, personnel, documents, vehicular access, licences or authorisations:
6.5.1. risk in the Goods shall pass to the Buyer;
6.5.2. the Goods shall be deemed to have been delivered; and
6.5.3. Hy-Tex may store the Goods until re-delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, original and re-delivery charges, storage and insurance).
6.6. Delivery Point is restricted to nearest hard standing area easily accessible by HGV.
6.7. The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and/or manual labour for unloading the Goods in a timely manner. Hy-Tex reserve the right (at its’ sole discretion) to charge for an excessive waiting or unloading time, and the provisional of any additional unloading equipment, in addition to the price for the Goods.
6.8. If there are any site restrictions for deliveries and vehicles, the Buyer must notify Hy-Tex before placing any orders otherwise Hy-Tex reserve the right to charge for any extra costs incurred to arrange alternative vehicle arrangements.
6.9. Hy-Tex may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
6.10. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
6.11. No deliveries will be left without first receiving a signed delivery note (unless previously agreed in writing between Hy-Tex and the Buyer with Buyer accepting liability).
6.12. The quantity of any consignment of Goods as recorded by Hy-Tex on despatch from Hy-Tex’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.13. Proof of delivery is not sent with invoice unless specifically requested by the Buyer. It is the responsibility of the Buyer to ensure their representative clearly sign, print name and confirm date and time on delivery notes. Failure to comply will not be accepted as a reason for delayed payment.
6.14. Any consignment found to be damaged, or short, on arrival must be signed for as damaged, or short, on the carrier’s delivery note. Hy-Tex must also be notified within 3 working days of delivery and receive confirmation in writing within 5 working days, otherwise no claims will be accepted.
6.15. Hy-Tex shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to Hy-Tex of the non-delivery within five days of the date when the Goods would in the ordinary course of events have been received.
6.16. Any liability of Hy-Tex for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

7.1. Contract grown Goods and plants are to be subject to a non-refundable deposit at the time of Order.
7.2. Plants are subject to seasonal availability.

8.1. Hy-Tex may assign the Contract or any part of it to any person, firm or Hy-Tex.
8.2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Hy-Tex.

9.1. The Buyer shall settle in full for the goods ordered, in Pounds Sterling, no later than the 30th day from the date of invoice, unless by prior agreement in writing from Hy-Tex. The Buyer must therefore ensure that they are able to pay in full for the goods ordered from Hy-Tex within the time stipulated.
9.2. No payment shall be deemed to have been received until Hy-Tex has received cleared funds.
9.3. If the account remains unpaid after 60 days, the Buyer will have their credit facility suspended.
9.4. If the Buyer fails to pay Hy-Tex any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Hy-Tex on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of The Royal Bank of Scotland Plc, accruing on a daily basis until payment is made in full, whether before or after any judgment. Hy-Tex reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9.5. Hy-Tex reserve the right to act through the Small Claims Court if the debt is below the current court threshold.
9.6. Hy-Tex, on receiving an order from a Buyer, reserve the right to check Customer’s credit status, and carry out any necessary investigations, or ask for credit status/reference.
9.7. If Hy-Tex considers the credit status of a Buyer placing an order to be unsuitable for supplying goods on credit, Hy-Tex reserves the right to ask for full pre-payment before releasing the goods.
9.8. All goods returned, if ordered incorrectly by the Buyer will be credited, less charges plus 15% restocking fee. Any goods damaged or soiled, will not be accepted back for credit.
9.9. Title to goods supplied shall pass from Hy-Tex to the Buyer only after Hy-Tex has received payment in full.
9.10. Should full payment not be made within 30 days, or within agreed terms, from date of invoice Hy-Tex reserve the right to request return of the goods and/or take such action as Hy-Tex shall deem necessary to effect recovery of the goods.
9.11. The Buyer specifically agrees and authorise Hy-Tex to obtain access to their premises in the event of non-payment of the purchase price to facilitate collection of the said products, goods and materials by Hy-Tex or their duly appointed agent. All costs incurred, including legal costs, interest on value items supplied, agent fees and collection charges will be invoiced to the Buyer.
9.12. Any Buyer who obtains a special quantity discount and/or agrees payment by a specified date but does not comply, will then be invoiced at the current Hy-Tex price list rate for the goods at the time the order was placed.
9.12.1. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Hy-Tex to the Buyer.

10.1. Hy-Tex reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Hy-Tex including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days, the Buyer shall be entitled to give notice in writing to Hy-Tex to terminate the Contract.

11.1. The quantity and description of the Goods shall be as set out in Hy-Tex’s quotation, and confirmed by the acknowledgement of the Order, and it is the responsibility of the Buyer to ensure the suitability and accuracy of their order requirements.
11.2. All samples, drawings, descriptive matter, specifications and advertising issued by Hy-Tex and any descriptions or illustrations contained in Hy-Tex’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

12.1. Subject to condition 6.7, risk in the Goods shall pass to the Buyer on delivery.
12.2. Ownership of the Goods shall not pass to the Buyer until Hy-Tex has received in full (in cash or cleared funds) all sums due to it in respect of:
12.2.1. the Goods; and
12.2.2. all other sums which are, or which become, due to Hy-Tex from the Buyer on any account.
12.3. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
12.3.1. hold the Goods on a fiduciary basis as Hy-Tex’s bailee;
12.3.2. store the Goods (at no cost to Hy-Tex) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Hy-Tex’s property;
12.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
12.3.4. maintain the Goods in satisfactory condition and keep them insured on Hy-Tex’s behalf for their full price against all risks to the reasonable satisfaction of Hy-Tex. On request the Buyer shall produce the policy of insurance to Hy-Tex.
12.4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
12.4.1. any sale shall be affected in the ordinary course of the Buyer’s business at full market value; and
12.4.2. any such sale shall be a sale of Hy-Tex’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
12.5. The Buyer’s right to possession of the Goods shall terminate immediately if:
12.5.1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
12.5.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Hy-Tex and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
12.5.3. the Buyer encumbers or in any way charges any of the Goods.
12.6. Hy-Tex shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Hy-Tex.
12.7. The Buyer grants Hy-Tex, its’ agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
12.8. Where Hy-Tex is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Hy-Tex to the Buyer in the order in which they were invoiced to the Buyer.
12.9. On termination of the Contract, howsoever caused, Hy-Tex’s (but not the Buyer’s) rights contained in this condition shall remain in effect.

13.1. Hy-Tex will not permit the resale of its trade marked goods under a different name without prior agreement in writing.
13.2. No part of any literature provide by Hy-Tex may be reproduced by any method without prior permission form Hy-Tex.
13.3. Unless otherwise indicated, all literature, and any supplemental information, and their contents are the property of Hy-Tex and are protected, without limitation, pursuant to UK and foreign copyright and trademark laws.
13.4. All brand names given to our products are Registered Trade Marks or Trade Names of Hy-Tex or their suppliers.

14.1. The Buyer undertakes that it shall not at any time disclose any confidential information concerning the business, affairs, customers, suppliers, pricing or other financial information of the Hy-Tex to any third party whatsoever.
14.2. The Buyer may disclose Hy-Tex’s confidential information:
14.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations to Hy-Tex under the Contract, provided that such employees, officers, representatives and advisors to whom the Buyer discloses such information comply in full of this Condition; and
14.2.2. as may be required by law, court order or any government or regulatory authority, provided that the Buyer gives as much advance notice of such disclosure to the Hy-Tex, as possible.
14.3. The Buyer shall not use Hy-Tex’s confidential information for any purpose other than to perform its obligations under the Contract.

15.1. Any advice, recommendation, information, assistance or service provided by Hy-Tex in relation to the Goods is given in good faith but without any liability whatsoever and howsoever arising.
15.2. All information is given in good faith and to the best of Hy-Tex’s knowledge is accurate. The information is of an illustrative nature and is supplied free of charge. It does not form part of any contract or any intended contract with the Buyer/User.
15.3. Since the circumstances and conditions in which the information and product may be used are beyond their control, Hy-Tex, and any of its employees, agents, suppliers, or contractors, do not accept any liability for loss or damage, however arising, which results directly or indirectly from the use of such information and products. Nor do we offer any warranty, expressly or implied, or immunity against patent infringement.
15.4. Hy-Tex shall in no way be liable or responsible for injuries or damages to persons or property arising out of the use or operation of the product as herein contemplated, and the Buyer hereby agrees to indemnify and save harmless Hy-Tex from all such liability and responsibility.
15.5. Hy-Tex shall not be liable for any consequential damages for any reason including but not limited to those contemplated herein and whether such consequential damages may have been foreseeable, proximately caused or otherwise occurring.
15.6. This disclaimer of Express or Implied Warranties constitutes a significant limitation on the rights and remedies otherwise available to the Buyer, which the Buyer freely and voluntarily acknowledges and accepts as part of the consideration for the contract to purchase the product or products from Hy-Tex.
15.7. Final determination of the suitability of any information and the product for the use contemplated and the manner of use is the sole responsibility of the Buyer, and they assume all risk and responsibility in connection therewith.

16.1. All communications between Hy-Tex and the Buyer about the Contract shall be in writing and delivered by hand or sent by post to the registered office (or any address set out in any document that forms part of the Contract) respective party, or sent by email or fax number provided by the respective party
16.2. Communications shall be deemed to have been received:
16.2.1. if sent by first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
16.2.2. if delivered by hand, on the day of delivery;
16.2.3. if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day;
16.2.4. if sent by email, on acknowledgment of receipt by the recipient.
16.3. Communications addressed to Hy-Tex shall be marked for the attention of a Director.

17.1. Subject to the above conditions, the following provisions set out the entire financial liability of Hy-Tex (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
17.1.1. any breach of these conditions, including any deliberate personal repudiatory breach;
17.1.2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
17.1.3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
17.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
17.3. Nothing in these conditions excludes or limits the liability of Hy-Tex:
17.3.1. for death or personal injury caused by Hy-Tex’s negligence; or
17.3.2. under section 2(3), Consumer Protection Act 1987; or
17.3.3. for any matter which it would be illegal for Hy-Tex to exclude or attempt to exclude its liability; or
17.3.4. for fraud or fraudulent misrepresentation.
17.4. Subject to condition 16.2 and condition 16.3
17.4.1. Hy-Tex’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
17.4.2. Hy-Tex shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

18.1. In exceptional circumstances and only at the discretion of the Directors, Goods may be accepted for return. In these circumstances a handling charge of 15% will be applied and the Buyer is responsible for the safe and complete return of the Goods. Hy-Tex will not accept the return of non-stock Goods purchased by specific request of the Buyer, or Goods made to specifically to order.
18.2. Each right or remedy of Hy-Tex under the Contract is without prejudice to any other right or remedy of Hy-Tex whether under the Contract or not.
18.3. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.4. Failure or delay by Hy-Tex in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
18.5. Any waiver by Hy-Tex of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
18.6. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
18.7. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.