GENERAL CONDITIONS OF SALE - UK

1 - GENERAL CONDITIONS OF SALE
Our general conditions of sale govern only our sales, excluding you our client’s general conditions of purchase and any other document issued by you.

2 – WHO WE ARE AND HOW TO CONTACT US
We are Hifi Filter, a company registered in United Kingdom with registration number 3226779. You can contact us by telephoning our customer service team at +44 1902 491118 or by writing to us at Sterling
Filtration - Units 2-4, Meadwood Industrial Estate, Bilston, West Midlands, WV14 OST or at sales@hifi-filter.co.uk
If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

3 - ORDERS
Each order is an offer by you to buy the goods specified in the order (“Goods”) subject to these terms and conditions. Any order must give your name, date, product, quantities and prices. You shall be
responsible for ensuring that the purchase order, including the delivery address, is correct.
Your order is deemed as final after our written acceptance of the order, by telephone, telex, fax or any other form of communication, at which point a contract will come into existence between us (“Contract”).
If we are unable to accept your order, we will inform you of this in writing and we will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our
resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
Orders made out by you are your responsibility, as you alone know the final use of the product and the conditions of use of which we are in all cases deemed to be unaware. For order from documentation
provided on CD-ROM or paper, the information, images, photographs or manuals are given for information and are liable to be modified by manufacturers between two editions or to misprints. This
information does not take the place of checking the manufacturer’s references.
The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours
accurately reflects the colour of the products. Your product may vary slightly from those images.
It is necessary to contact us in case of doubt.

4 – OUR RIGHTS TO MAKE CHANGES
We may change the product to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements.
We will inform you in writing if we are making changes to the products.

5 - CHANGE OF THE BUYER’S SITUATION
In case of change in your situation, especially in case of death, bankruptcy, liquidation of goods, dissolution or modification of the company, we reserve the right, even after partial fulfilment of an order, to
require guarantees or cancel the rest of the orders not yet delivered.

6 - DELIVERIES
The deliveries are made subject to the manufacturers’ tolerances relevant to the product, especially the dimensions and thicknesses. You, being aware of this principle, must check the suitability of the
product for your needs before any installation.
The cost of delivery will be as displayed to you on the order confirmation.
All goods remain the property of HIFI UK Ltd until full payment is received.

7 - CLAIMS
The delivery times are respected as much as possible, but are given only as information and without any guarantee. Delays may in no case justify cancelling the order or payment of any compensation by us.
If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.
If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and
may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract.
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event, being
an event, circumstance or cause beyond a party’s reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the
period of delay or non-performance continues for two weeks, the party not affected may terminate the Contract by giving five days’ written notice to the affected party.

8 - PAYMENTS AND PROPERTY RESERVE CLAUSE
Our invoices are payable at our head office or by settlement methods contained on the invoice. Any invoice or statement not paid in time shall be increased by delay interest calculated at 3% above the
interest rate of the Bank of England. Default of payment of an order shall authorize us to suspend dispatches and make the value of special products that are ordered, available or being manufactured payable.

9 - PRICES AND MODIFICATIONS
Prices are those in force at the time of receipt of the order for an immediate delivery. Our prices are ex-works, unless we otherwise agree in writing.
Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

10 – OUR WARRANTY FOR THE GOODS
We warrant that on delivery and for a period of 12 months from delivery, the Goods shall:
a) be subject to clause 3, conform with their description;
b) be free from material defects in design, material and workmanship; and
c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
Before the installation a visual check is compulsory to verify similarity with the changed filter. Any visible fault is lawfully covered by receipt without reserve of the seller’s goods. After the installation of a new
filter, the sealing qualities and the good working of the motor must be checked.
We shall not be responsible for the use and/or for special conditions of uses of the goods unless we have been informed of such subjection in writing in the order.
Our warranties, of whatever nature, are strictly limited, before assembly, only to replacement of filters recognized to be defective, and after assembly to the reparation of material or bodily harm directly
occurring as a result of a latent defect in the product supplied, excluding any claim of an immaterial, indirect or consequential nature. You have to prove the latent defect. Advice of the accident must reach
our company immediately after the occurrence of the accident. The filter complained of must be sent to our premises within 15 days accompanied by a sample of oil.
We will not be liable for breach of warranty set out in this clause 10 if the defect arises as a result of the specification supplied by the buyer or the defect arises as a result of fair wear and tear, wilful damage,
negligence or abnormal storage or working conditions or if the Goods differ from their description or specification as a result of changes made to ensure that they comply with applicable statutory or
regulatory requirements. The guarantee warranty is immediately and completely void if use is not in keeping with technical specifications, or if the customer modifies, repairs or has repaired the supplied or
repaired goods without our consent.

11 – OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.
We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
Nothing in these Terms limits or excludes our liability for:
a) death or personal injury caused by our negligence;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
d) any other liability that cannot be limited or excluded by law.
Subject to this clause 11, we will under no circumstances be liable to you for:
a) any loss of profits, sales, business, or revenue; or
b) loss or corruption of data, information or software; or
c) loss of business opportunity; or
d) loss of anticipated savings; or
e) loss of goodwill; or
f) any indirect or consequential loss.
Subject to this clause 11, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the total price of the Goods.

12 - DEFINITION OF THE HIFI GROUP AND COMPANIES
HIFI is a registered trademark, and the HIFI group is understood as the companies holding and/or directly selling the HIFI brand except the retailers. These general conditions apply in our company as in all the
companies of our group and mentioned in our documentation and invoices. Manufacturer is understood to mean industrial companies that make filters for our group before our brand is attached to them.

13 - OBLIGATION OF PRELIMINARY DIRECT ACTION AGAINST THE MANUFACTURER
Any legal action or informal claim based on a hidden fault in the delivered product and directly concerning the quality of manufacture of the sold product must be directed against the manufacturer of the
aforementioned product and his insurer. It is only in case of his failure that action may be taken against a company of the HIFI group and its insurer.

14 – CUSTOMISATION OF VEHICLE – USE ON ROADS OPEN TO TRAFFIC
Our H-AIR FILTER product range has technical filtration features measured on a filtration test bed and not according to a predetermined usage or form of motor transport. Therefore, our products have to be
mechanically adapted. Such adaptations have to be approved by a professional and may need to be certified for a land-based motor vehicle for use on roads open to traffic (on-road).
The maintenance conditions recommended in the instruction manuals accompanying our products must be complied with in order to avoid damaging the product or affecting the performances as described
in the technical characteristics.

15 - TERMINATION
Without limiting any of our other rights, we may suspend the supply or delivery
of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
b) you fail to pay any amount due under the Contract on the due date for payment;
c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

16 – JURISDICTION
This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.

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