HSS standard terms & conditions for purchase of goods

PLEASE NOTE THAT THESE TERMS ARE USED WITH TRADERS AND WITH CONSUMERS AND IN CERTAIN AREAS DIFFERENT PROVISIONS APPLY TO EACH AS FOLLOWS:

• Part A: General Terms applying to Traders and Consumers;
• Part B: Terms applying only to Consumers; and
• Part C: Terms applying only to Traders

A "Trader" means a person who is acting for purposes related to that person's trade, business or profession, or a person acting on behalf of such a person.

A "Consumer" means a natural person who is acting wholly or mainly for purposes which are unrelated to the person's trade, business or profession.

Before placing an order, the Purchaser should read these Terms carefully as they contain important information about HSS and the Contract.

WHERE THE PURCHASER IS A CONSUMER, THE PURCHASER’S ATTENTION IS DRAWN IN PARTICULAR TO THE SECTIONS CONCERNING HSS' LIABILITY TO THE PURCHASER SET OUT IN PART B.

PART A: GENERAL TERMS APPLYING TO TRADERS AND CONSUMERS

1. DEFINITIONS

In these Terms, the following words and expressions shall, unless the context or circumstances require otherwise, have the meanings assigned to them below:

“Additional Charges” means charges applicable to the purchase of the Goods which are charged in addition to the Charges;

“Charges” means the charges set out in the Contract or if no charges are detailed in the Contract, HSS standard charges for the relevant Goods in force on the date HSS issues a written acceptance of the Order to the Purchaser;

“Contract” means the contract between HSS and the Purchaser formed in accordance with clause 3;

“Delivery Location” means the Purchaser’s premises or delivery address as provided in the Order;

"Fuel" the type, grade and quantity of fuel to be purchased from HSSb y the purchaser as listed in the Order, being kerosene, red diesel, white diesel, hyrdrotreated, vegetable oil and/or such other fuel offered for sale by HSS from time to time;

"Goods" means the goods or products to be purchased from HSS by the Consumer or Trader as listed in the Order, all substitutions, replacements or renewals of such goods and all related accessories, manuals and instructions provided for the goods;

“HSS” means the relevant HSS company set out in the Contract;

“Order” means the individual orders for the purchase of Goods placed by the Purchaser from time to time in accordance with these Terms;

“Purchaser” means the Consumer or Trader who purchases Goods from HSS pursuant to an Order.

2. INFORMATION ABOUT HSS AND CONTACTING HSS

2.1 Who is HSS. The name, company registration number, registered office address and VAT number of the relevant HSS company from which the Goods will be purchased is set out in the Contract.

2.2 How to contact HSS. If the Purchaser has any questions or if the Purchaser has any complaints, the Purchaser should contact HSS. HSS can be contacted by email at onlinesupport@hss.com, by calling 0345 6043312, or by post at HSS, Building 2, Think Park, Mosley Road, Manchester, England, M17 1FQ.

2.3 How HSS may contact the Purchaser. If HSS has to contact the Purchaser, HSS will do so by telephone or by writing to the Purchaser at the email address or postal address the Purchaser provides to HSS in the Order.

3. FORMATION OF CONTRACT AND ORDERS

3.1 The Purchaser’s Order is an offer to purchase from HSS. Each Order placed by the Purchaser will be an offer by the Purchaser to purchase the Goods on these Terms. The Purchaser will ensure that each Order is accurate and complete and that the Goods are suitable for the Purchaser’s requirements.

3.2 How we, HSS, accept the Order. A Contract will be formed between HSS and the Purchaser for the provision of the Goods set out in the Order, when HSS issues a written acceptance of the Order to the Purchaser, including via its online portal. The Purchaser acknowledges and agrees that HSS is not a manufacturer of any of the Goods and may subcontract the fulfilment of the Order, including delivery, to any supplier within HSS's approved supplier network.

3.3 HSS may not accept your Order. If HSS is unable to accept an Order for any reason, HSS will inform the Purchaser of this and will not charge for the Goods.

3.4 When will the Contract commence. The Contract shall commence on the date on which the relevant Contract is formed in accordance with clause 3.2.

3.5 Substitution of Goods. HSS may provide substitute Goods where requested by the Purchaser, or where the relevant Goods have been superseded by the latest version. To the extent that an Order cannot be fulfilled completely from stock, the unfulfilled balance will (at the Purchaser’s option) either be put on back order to be fulfilled when HSS or its supplier next has available stock or be cancelled and refunded to the Purchaser.

4. CHARGES AND PAYMENT

4.1 Where to find the Charges. The Charges will be the price indicated on the order pages (or otherwise notified to the Purchaser) when the Purchaser places the Order. All prices exclude VAT, which HSS will add at the rate applicable at the date of order acceptance. HSS reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to HSS which is due to any factor beyond the control of HSS (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give HSS adequate information or instruction. The cost of pallets and returnable containers will be chared to the Purchaser in additon to the price of the Goods, and the Purchaser is responsible for disposal.

4.2 When the Purchaser must pay and how. HSS must receive payment of the whole of the Charges, and any Additional Charges including but not limited to delivery, before the Order can be processed unless we have agreed otherwise in advance in writing.

4.3 If the Purchaser fails to make any payment due to HSS under these Terms by the due date for payment, then, without limiting HSS's remedies, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the base lending rate from time to time of Barclays Bank plc. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

4.4 If the Purchaser disputes any invoice, the Purchaser shall immediately notify HSS in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. HSS shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment.

5. QUALITY

5.1 The Goods supplied to the Purchaser by HSS or its supplier shall be free from material defects and comply with all applicable statutory and regulatory requirements.

5.2 In the event of any Goods being materially defective, and subject to the provisions of clause 7 surrounding defects apparent on delivery, HSS will (at its discretion) arrange for the replacement or repair of the Goods through its supplier, or refund the purchase price to the Purchaser.

5.3 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the written consent of HSS.

5.4 The remedies set out in this clause 5 shall be the Purchaser’s sole remedies for any breach of warranty and in respect of the supply or non-supply of goods.

5.5 The availability of the remedies set out in this clause 5 is subject to:
5.5.1 a claim being made in writing to HSS, prior to the return of any defective Goods, and within 12 months of the original date of despatch or date of service, or such other periods as may be indicated by HSS for specific goods from time to time in writing; and

5.5.2 the Purchaser returning the relevant Goods, or making them available for collection by HSS or its supplier, in accordance with HSS’s instructions and suitably packaged. In particular, for any returns, the Purchaser must obtain a returns number from HSS or its supplier and quote this on all paperwork, and state the original invoice number in respect of the Goods and the nature of any claimed defect.
5.6 Where the Purchaser returns defective Goods otherwise than in accordance with these provisions, HSS or its supplier may refuse such Goods and return them to the Purchaser at the cost of the Purchaser.

5.7 The Purchaser shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering the Goods (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these Terms.

5.8 Save as expressly provided in these Terms, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of the Goods are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). The Purchaser acknowledges that it is responsible for ensuring that the Goods it orders are fit for the purposes for which it intends to use them.

6. DELIVERY

6.1 HSS will deliver the Goods to the Delivery Location. HSS may use third party agents to deliver the Goods to the Purchaser and reserves the right to deliver an Order in instalments by separate delivery shipments.

6.2 HSS or its agent will aim to deliver the Goods in accordance with the times and dates for delivery quoted on the HSS website during the order process, but any quoted delivery dates and/or times are approximate only and HSS shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of any Goods that require special handling may take longer to be delivered.

6.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

6.4 The Purchaser shall do all that it reasonably can to enable delivery to take place at the given time and place. If the Purchaser delays delivery, or delivery fails because the Purchaser has not taken appropriate steps, HSS will try to arrange for an alternative delivery date. If delivery fails as a result of circumstances within the Purchaser’s reasonable control, the cost of any re-delivery shall be borne by the Purchaser. If HSS is unable to arrange a date for re-delivery it may cancel the Order and refund the price paid for the Goods.

6.5 If any delivery has not been made by a quoted delivery date and/or time, then subject to the Purchaser notifying HSS of such delay, HSS will endeavour to ascertain if the Goods have been delivered and will inform the Purchaser of the status of the delivery or the new expected delivery time. HSS may also, at its discretion, refund the total delivery charge to the Purchaser. If a revised delivery time is not acceptable to the Purchaser, HSS may also, at its discretion, offer an alternative delivery option. These are the Purchaser’s exclusive remedies for late delivery.

7. ACCEPTANCE AND DEFECTIVE PRODUCTS

7.1 The Purchaser must inspect the Goods as soon as is reasonably possible after delivery. The Purchaser shall, within 30 days of the date of delivery, give notice to HSS in detail of:
7.1.1 any defect in the Goods that is apparent on reasonable examination. In this case HSS shall, at its discretion, arrange to replace the Goods or refund the purchase price. In any event the Purchaser must refuse parcels delivered to it in a damaged condition;

7.1.2 any shortfall in the Goods delivered. In this case HSS shall, at its discretion, arrange to deliver the undelivered Goods or refund the price of the undelivered Goods;

7.1.3 any delivery of Goods not in accordance with the Order. In this case HSS shall, at its discretion, arrange to replace the Goods or refund the purchase price; or

7.1.4 any non-delivery of the Goods (in which case the time limit is within 10 days of the estimated despatch date). In this case HSS shall, at its discretion, arrange to deliver the undelivered Goods or refund the price of the undelivered Goods.
7.2 If the Purchaser fails to give any such notice in accordance with clause 7.1, the Goods shall be conclusively presumed to be, in all respects, in accordance with the Order and free from apparent defects, and the Purchaser shall be deemed to have accepted the Goods accordingly.

7.3 The remedies set out above are the Purchaser’s exclusive remedies for non- delivery or short delivery of Goods, or for apparent defects in the Goods or delivery of Goods not in accordance with the Order.

8. TITLE AND RISK

8.1 Risk in the Goods shall pass to the Purchaser on delivery, unless the Purchaser wrongfully fails to take delivery of the Goods, in which case such risk shall pass to the Purchaser at the time when HSS or its agent has attempted to deliver the Goods.

8.2 Title to the Goods shall not pass from HSS or its supplier to the Purchaser until HSS has received payment in full (in cash or cleared funds) for the Goods. If the Purchaser is late in paying any sum to HSS, then HSS shall be entitled to the immediate return of all Goods where ownership has not passed to the Purchaser. The Purchaser authorises HSS and its agents to recover any such Goods in such circumstances, and to enter any premises of the Purchaser for that purpose.

8.3 Demand for or recovery of the Goods by HSS shall not of itself discharge either the Purchaser’s liability to pay the whole of the Charges and Additional Charges and take delivery of the Goods, or HSS’s right to claim for the whole of the Charges and Additional Charges.

9. NO FAULT CANCELLATION AND RETURNS

9.1 HSS may, at its discretion and in writing, allow an Order to be cancelled where there is no fault with the Goods subject to HSS recovering from the Purchaser the costs incurred by HSS, and subject to the processing charge provided for in this clause 9.

9.2 In the event of cancellation of part of any Order only, HSS may invoice the Purchaser any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.

9.3 For Purchasers other than Consumers, a processing charge may apply in respect of all Goods returned other than due to defects covered by the warranty at clause 5.

9.4 A Purchaser may only return Goods to HSS (or its supplier), and receive a credit or refund or replacement, subject to the following conditions:
9.4.1 the Purchaser must contact HSS to obtain a returns number (to be quoted on all relevant paperwork);

9.4.2 the return must be made within 30 days of the date of delivery (as stated on the delivery documentation);

9.4.3 the Goods must be returned to HSS (or its supplier) in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;

9.4.4 the Purchaser must follow any specific instructions which appear on the HSS website or are otherwise given to the Purchaser by HSS during the returns process;

9.4.5 the Goods must be returned to HSS (or its supplier) adequately packed and clearly labelled to the address as advised by HSS or its supplier; and

9.4.6 the Purchaser must quote the returns number on the parcel being returned.
9.5 Where the Purchaser returns Goods to HSS or its supplier not in accordance with clause 9.4 (for example, after the period for returns has expired or in an unfit state) HSS or its supplier may refuse to accept the return and return the Goods to the Purchaser at the Purchaser’s expense or may apply a handling charge which relates to the actual cost of reprocessing.

9.6 This no fault returns policy excludes software, calibrated products, production packaging products, non-catalogue products, extended range products, specially manufactured products and any products marked as non-cancellable or non- returnable. In addition, HSS will not accept returned ESD sensitive devices where the integrity of the original ESD shielding packaging has been compromised (for example, if the bag has been opened and resealed or multiple bags have been stapled together).

9.7 HSS accepts no responsibility for any loss of or damage to products in transit from the Purchaser to HSS or its supplier.

10. TERMINATION

10.1 HSS may suspend further supply or delivery, stop any goods in transit or terminate the Contract by notice in writing to the Purchaser if:
10.1.1 the Purchaser is in breach of any obligation under the Contract; or

10.1.2 the Purchaser becomes unable to pay its debts when they fall due; or

10.1.3 proceedings are or are reasonably likely to be commenced against the Purchaser alleging bankruptcy or insolvency; or

10.1.4 an administrator, receiver or administrative receiver is appointed or is reasonably likely to be appointed over all or part of the Purchaser’s undertaking and/or assets.

Upon termination, any Charges and Additional Charges the Purchaser owes to HSS (even if they are not yet due for payment) will be immediately due and payable and HSS shall be under no further obligation to supply the Goods to the Purchaser.

11. GENERAL

11.1 Which version of our Terms apply to your order. HSS amends these Terms from time to time. Every time a Purchaser orders Goods from us, the terms in force at the time of the Order and available at hss.com will apply to the Contract between the Purchaser and HSS.

11.2 Even if HSS delays in enforcing a Contract, HSS can still enforce it later. If HSS fails to insist that the Purchaser performs any of its obligations under a Contract or if HSS does not enforce its rights against the Purchaser, or if HSS delays doing so, that will not mean that HSS has agreed not to enforce its rights against the Purchaser and will not mean that the Purchaser does not have to comply with those obligations. If HSS does waive a default by the Purchaser, HSS will only do so in writing, and that will not mean that HSS will automatically waive any later default by the Purchaser.

11.3 If a court finds part of the Terms illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any term is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

11.4 Events beyond our control. HSS shall have no liability to the Purchaser for any failure or delay in supply or delivery or for any damage or defect to goods supplied or delivered hereunder or for any other liability, in each case that is caused by any event or circumstance beyond its reasonable control (including, without limitation, accidents, extreme weather conditions, epidemics, pandemics, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, mechanical failures, acts of God, terrorist attack, war, civil commotion, riots, strikes, lockouts and other industrial disputes, acts or restraints of Government, and imposition or restrictions of imports or exports).

11.5 Nobody else has any rights under a Contract. The parties do not intend that any term of a Contract shall be enforceable by any person other than the parties.

11.6 The Purchaser needs the consent of HSS to transfer its rights to someone else. The Contract is personal to the Purchaser and the Purchaser shall not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of HSS.

11.7 Which laws apply. These Terms and any and all Contracts and any non- contractual obligations arising out of or in connection with them will be governed by English law.

11.8 Where you may bring legal proceedings. HSS and the Purchaser both agree that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms and any and all Contracts (including in relation to any non-contractual obligations).

12. HOW HSS MAY USE A PURCHASER’S PERSONAL INFORMATION

HSS is the data controller of any personal information a Purchaser provides to us. HSS will collect, process and pass such information to third parties in order to process and fulfil an Order.

If the Purchaser is an individual providing HSS with its own personal information, please see HSS's privacy policy which is available on our website (https://www.hss.com/hire/privacy-policy) for further information on how personal information is used and rights in relation to that information.

If the Purchaser is providing personal data of another individual to HSS, the Purchaser must tell that individual that the Purchaser is providing their information to HSS and show them a copy of this notice.

PART B: TERMS APPLYING ONLY TO CONSUMERS

13. LIABILITY

13.1 HSS is responsible to the Purchaser for foreseeable loss and damage caused by HSS. If HSS fails to comply with the Contract, HSS is responsible for loss or damage the Purchaser suffers that is a foreseeable result of HSS breaking the Contract or failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Purchaser and HSS knew it might happen, for example, if you specifically drew it to our attention during the sales process.

13.2 HSS does not exclude or limit in any way HSS’s liability where it would be unlawful to do so. This includes liability for:
13.2.1 death or personal injury caused by HSS’s negligence or the negligence of HSS’ employees, agents or subcontractors;

13.2.2 for fraud or fraudulent misrepresentation;

13.2.3 for breach of the Purchaser’s legal rights in relation to the Goods including the right to receive Goods; and

13.2.4 for any matter for which HSS is not permitted by law to exclude or limit, or to attempt to exclude or limit, liability.
13.3 HSS is not liable for business losses. HSS only supply the Goods for domestic and private use. If the Purchaser uses the Goods for any commercial, business or re-sale purpose HSS will have no liability to the Purchaser for any loss of profit, loss of business, business interruption, or loss of business opportunity.

13.4 AS A CONSUMER, THE PURCHASER HAS LEGAL RIGHTS AND REMEDIES IN RELATION TO THE PROVISION OF THE GOODS. ADVICE ABOUT THE PURCHASER’S LEGAL RIGHTS AND REMEDIES IS AVAILABLE FROM THE CITIZENS' ADVICE BUREAU. NOTHING IN THESE TERMS WILL AFFECT THE PURCHASER’S LEGAL RIGHTS AND REMEDIES.

PART C: TERMS APPLYING ONLY TO TRADERS

14. HSS’ LIABILITY

14.1 Non-excludable liability. Neither party excludes or limits its liability, if any, to the other party for:
14.1.1 death or personal injury resulting from its negligence or by the negligence of a person for whom it is vicariously liable;

14.1.2 for its fraud or fraudulent misrepresentation or the fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or

14.1.3 any matter which it would be illegal for it to exclude or to attempt to exclude its liability.
14.2 HSS’ aggregate liability. Subject to clause 14.1 and 14.3, HSS’s maximum aggregate liability to the Purchaser arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of HSS’s obligations under the Contract but excluding any liability which falls within clause 14.1, shall be limited in respect of each Contract, to the Charges and other sums paid or payable in respect of that Contract as specified in the Order.

14.3 Excluded types of liability. Subject to clause 14.1, neither party shall have any liability to the other party for any:
14.3.1 loss of profit (direct or indirect);

14.3.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect);

14.3.3 loss of goodwill, loss of reputation, loss of opportunity and/or loss of operation (in each case whether direct or indirect);

14.3.4 loss of anticipated saving or loss of margin (in each case whether direct or indirect);

14.3.5 liability of the other party to third parties (whether direct or indirect); or

14.3.6 indirect, consequential or special loss, arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of that party’s obligations under the Contract and/or any defect in or breakdown of the Goods or the Good’s unsuitability for the Purchaser’s intended purpose.
14.4 HSS’s entire liability. The Contract sets out the full extent of HSS’s obligations and liabilities in respect of the Goods to the Purchaser. There are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Purchaser except as specifically stated in the Contract. Any condition, warranty or other term concerning the Goods which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.

15. Fuel

Applications and conflicts

15.1 Unless expressly provided otherwise in this clause 15, where HSS is supplying Fuel to the Purchaser under the Contract, the provisions of this clause 15. shall apply in addition to the other provisions of these Terms.

15.2 If there is an inconsistency between any of the provisions of this clause 15. and any other provisions of these Terms, the provisions of this clause 15. shall prevail.

Definitions

15.3 In this clause 15, the following words and expressions shall, unless the context or circumstances require otherwise, have the meanings assigned to them below:

“Aborted Delivery Charge” means the aborted delivery charge of two hundred- and fifty-pounds Sterling (£250) or such other amount as notified to you by HSS during the order process which, if chargeable, shall be added to the Charges;

“Fuel Duty” means the duty chargeable in the UK on purchases of the Fuel as at the rate applicable at the date of the Order;

“Fuel Left on Board Surcharge” means the fuel left on board surcharge of two hundred- and seventy-five-pounds Sterling (£275) or such other amount as notified to you by HSS during the order process which, if chargeable and applicable at the date of order acceptance, shall be added to the Charges;

“Minimum Order Quantity” means five hundred (500) litres or such other amount as determined by HSS and/or applicable law or regulatory requirement and notified by HSS to the Purchaser from time to time;

“Out of Hours Surcharge” means the out of hours surcharge of two hundred- and fifty-pounds Sterling (£250) or such other amount as notified to you by HSS during the order process which, if chargeable, shall be added to the Charges;

“Platts Index Price” the average of the mean of Platts Oilgram European Marketscan daily quotations for Diesel 10PPM UK for the previous working week i.e. “Weekly Lagged”;

“Purchaser’s Tank” means the relevant fuel tank or other storage installation at the Delivery Location as provided by or on behalf of the Purchaser for receipt of delivery of the Fuel;

“Small Load Limit” means twenty-four thousand (24,000) litres or such other amount as determined by HSS and notified by HSS to the Purchaser from time to time;

“Small Load Premium” means the small load premium which, if applicable at the date of order acceptance, shall be included in the Charges, or if incurred pursuant to clause 15.4. shall be notified to you in writing and added to the Charges; and

“ullage” means the airspace between the surface of the Fuel in the Purchaser’s Tank.

Orders

15.4 Orders for the Fuel below the Minimum Order Quantity will not be accepted. HSS will not accept an Order for the supply of Fuel if it is less than the Minimum Order Quantity.

15.5 Measurement of Order quantities. The quantity of Fuel supplied under the Contract shall be measured in the unit of measurement specified in the Order. If the unit of measurement for the Fuel is not specified in the Order, the unit of measurement for the Fuel shall be litres.

15.6 Substitution of the Fuel.

15.6.1 HSS may at any time change the delivery package, brand name, or other distinctive designation of the Fuel, and the Fuel as so changed shall remain subject to the Contract.

15.6.2 HSS reserves the right at any time to discontinue supplying the Fuel or, subject to the Purchaser’s agreement, to substitute the Fuel for a different fuel, type or grade.

Charges and payment

15.7 Where to find the Charges. Subject to clauses 4.1, 15.8 and 15.11, the price payable for the Fuel will be the price specified in the Contract, which may be stated either as a fixed price or as a calculation. Where the Order is for the purchase of diesel, the price specified in the Contract shall be calculated by reference to the Platts Index Price on the date of delivery plus a premium determined by HSS at its discretion. The price shown on HSS’s online portal is an estimate only and does not constitute a binding quotation.

15.8 Deliveries of more or less than the quantity specified in the Order. If HSS or its supplier delivers more Fuel than specified in the Order or delivers less Fuel than specified in the Order, HSS shall make a pro rata adjustment to the Charges for that Fuel and we will confirm the Charges for that Fuel (as adjusted) to you in writing.

15.9 Additional Charges for the Fuel.The Purchaser shall pay the following Additional Charges for the Fuel (if applicable):

15.9.1 Small Load Premium. Orders of less than the Small Load Limit shall incur the Small Load Premium.

15.9.2 Fuel Left on Board Surcharge. If the quantity of the Fuel delivered to the Purchaser is less than ninety percent (90%) of the quantity of the Fuel set out in the Order, that Order will incur the Fuel Left on Board Surcharge.

15.9.3 Aborted Delivery Charge. The Purchaser will incur the Aborted Delivery Charge in the circumstances set out in clause 15.14.

15.9.4 Out of Hours Surcharge. Deliveries of the Fuel made outside HSS’s standard delivery hours (standard delivery hours being 8.30am to 5.30pm on a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business) shall incur the Out of Hours Surcharge.

15.9.5 Waiting time surcharge. Where delivery of the Fuel requires HSS’s or its supplier’s representative to be at the Delivery Location for more than sixty (60) minutes after arrival, the Purchaser shall pay a surcharge of £100 for the first additional hour (or part hour) and an additional £100 for each further hour (or part hour).

HSS shall, where reasonably practicable, inform the Purchaser in advance of any Additional Charges that may apply under this clause 15.9 and shall, on request, provide reasonable supporting evidence of the basis on which such Additional Charges have been incurred.

15.10 Fuel Duty. The Charges for the Fuel include Fuel Duty and delivery, but exclude VAT.

15.11 Right to increase the Charges. HSS reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the Charges for the Fuel to reflect any increase in the cost and/or expense to HSS of supplying the Fuel which arises out of or in connection with:

15.11.1 a change to applicable laws or regulatory requirements relating to the supply, sale or purchase of the Fuel, including but not limited to changes in requirements to supply bio-fuels or to pay a charge for not so doing or the withdrawal of a Government incentive; and/or

15.11.2 a direction given by Government or other competent authority to hold emergency stocks of oil and/or petroleum, diesel or other fuels.

15.12 When the Purchaser must pay

15.12.1 HSS may invoice the Purchaser for the Charges for the Fuel and any Additional Charges on or at any time after the completion of delivery pursuant to clause 15.20 or 15.21 (as the case may be).

15.12.2 Unless otherwise agreed in writing by HSS, the Purchaser shall pay each invoice submitted by HSS within thirty (30) days following the end of the month of invoice.

15.12.3 HSS may, at its discretion, agree to provide the Purchaser with credit facilities for the purchase of the Fuel. Any such credit facilities are personal to the Purchaser and non-transferable.

15.12.4 HSS may at any time, without liability to the Purchaser:

• vary, suspend or withdraw any credit facilities granted to the Purchaser;
• set or amend a credit limit applicable to the Purchaser; and/or
• require the Purchaser to make payment in advance or provide security for payment (in form acceptable to HSS) supplying the Fuel.

15.12.5 If at any time the Purchaser exceeds its credit limit, or if any undisputed sum payable to HSS is overdue, HSS may, without prejudice to any other rights or remedies it may have, suspend delivery of the Fuel until the Purchaser’s account is brought back within the applicable credit terms.

15.13 Fuel deposit. HSS may require the Purchaser to pay a deposit prior to delivery of the Fuel. HSS shall refund any such deposit to the Purchaser if the quantity of Fuel delivered to the Purchaser is less than the quantity of Fuel specified in the Order. If HSS delivers a greater quantity of Fuel than specified in the Order, HSS shall allocate the deposit against the Charges (as adjusted in accordance with clause 15.8).

15.14 Deliveries below Order quantity and other failed deliveries due to Purchaser’s default. If HSS or its supplier is unable to deliver the quantity of Fuel specified in the Order (in full or in part) due to the Purchaser’s Tank being full, or unable, unsuitable or unsafe to hold such quantity of Fuel, the delivery vehicle not being able to access the Purchaser’s Tank, or such other default of the Purchaser (including but not limited to a breach of the warranties and/or undertakings set out in clause 15.21.4), without limiting its other rights or remedies HSS may:

15.14.1 refuse to make that delivery and suspend further deliveries of the Fuel under that Contract;

15.14.2 charge the Purchaser the Small Load Premium in addition to the Charges; and/or

15.14.3 charge the Purchaser the Aborted Delivery Charge in addition to the Charges.

15.15 HSS’s rights if any payment for Fuel is not made.Without prejudice to any other rights or remedies HSS may have, if the Purchaser fails to pay the Charges or any Additional Charges for the Fuel by the due date for payment, HSS may, at its discretion:

15.15.1 recover the Fuel and claim its costs incurred in so doing;

15.15.2 suspend deliveries of the Fuel; and/or

15.15.3 claim an amount equivalent to the Charges and any Additional Charges payable for the Fuel and/or damages.

Quality

15.16 Certain warranties applicable to the Goods do not apply to the Fuel. The warranties set out in clauses 5.1 to 5.5 (inclusive) shall not apply to the Contract if it is a contract for the supply of Fuel.

15.17 Warranties applicable to the Fuel. HSS warrants to the Purchaser that on delivery the Fuel shall:

15.17.1 meet the appropriate British Standard specification for each grade, including EN590 for diesel and EN15940 for hydrotreated vegetable oil;

15.17.2 conform with any specification set out in the Order and/or in HSS’s literature published in relation to the Fuel as current from time to time; and

15.17.3 be fit for use as fuel in tools, equipment or machinery designed to use the Fuel only.

15.18 Remedies for non-conformity. If the Fuel does not conform to the warranties set out in clause 15.17, and subject to the provisions of clauses 15.28 to 15.30. (inclusive) relating to defects apparent on delivery, HSS will (at its discretion) arrange for the replacement of the Fuel through its supplier or refund the Charges paid by the Purchaser (if any) for the non-conforming Fuel.The remedies set out in this clause 15.18 are the Purchaser’s exclusive remedies should the Fuel not conform with the warranties set out in clause 15.17.

15.19 Fuel quality and contamination testing. HSS’s or its supplier may, at their discretion, require a test to be performed, whether prior to or following delivery of the Fuel, to check for contamination and/or, if there is a dispute relating to the quality of the Fuel, to verify the quality of the Fuel. The Purchaser shall, on demand, permit HSS, its supplier and/or an independent third party tester to attend the Delivery Location and give HSS, its supplier and/or such third party access to the Purchaser’s Tank for the purpose of performing such tests. HSS shall pass on any third party charges for such tests to the Purchaser at cost. If the contamination or failure to meet the quality required by any British Standard or Specification is proven (to HSS’s reasonable satisfaction) to have arisen as a result of HSS’s or its supplier’s act or omission, HSS shall refund any third party charges for such tests paid by the Purchaser and those tests shall be provided to the Purchaser free of charge. If the contamination or failure to meet the quality required by any British Standard or Specification is not proven (to HSS’s reasonable satisfaction) to have arisen as a result of HSS’s or its supplier’s act or omission, then any third party charges for such tests will not be refunded.

Delivery

15.20 Fuel delivered in barrels or packages. For Fuel delivered in barrels, packages or some other similar form, delivery is complete when the Fuel is off-loaded from the delivery vehicle (or at such point as the Fuel is collected by you).

15.21 Fuel delivered by hose

15.21.1 Delivery of Fuel made by hose shall be completed when, on discharge, it passes the hose connection of the Purchaser’s Tank. Where the delivery vehicle is fitted with a metering device, the quantity of Fuel delivered will be ascertained by reference to such meter. Where no such meter is fitted, the quantity of Fuel delivered will be ascertained by measurement of the contents of the delivery vehicle by HSS or its supplier using the gauge dip rod provided with each such vehicle.

15.21.2 Subject to clause 1.1.3, the Purchaser may check the accuracy of HSS’s or its supplier’s measurement of the quantity of Fuel delivered and be present at such measurement.

15.21.3 Neither HSS nor its supplier shall be obliged to wait for the Purchaser to check the accuracy of HSS’s or its supplier’s measurement of the quantity of Fuel delivered nor must HSS or its supplier wait for the Purchaser to be present at such measurement. In the Purchaser’s absence, HSS or its supplier may commence delivery of the Fuel, in which case the quantity of Fuel delivered as ascertained by HSS or its supplier shall be accepted by the Purchaser as correct.

15.21.4 The Purchaser warrants and undertakes that:

• it shall provide the Purchaser’s Tank, that such tank is a suitable storage installation for the Fuel, and that such tank (including any access to it and/or gauges fitted to it) complies with any and all applicable legal and regulatory requirements relating to the sale, supply and delivery of the Fuel;
• it shall provide safe facilities including assistance and suitable hose connections at the Delivery Location, such facilities to comply with any and all applicable legal and regulatory requirements relating to the sale, supply and delivery of the Fuel;
• any connecting hose at the Purchaser’s Tank shall be properly and securely fitted to such tank to allow for the safe and proper reception of the Fuel;
• sufficient ullage will exist when HSS or its supplier delivers the Fuel and, if requested by HSS or its supplier, the Purchaser shall procure certification to this effect;
• delivery of the quantity of Fuel specified in the Order will fit into the Purchaser’s Tank;
• it will comply with and procure that its employees, contractors and agents comply with any and all applicable laws and regulatory requirements relating to the avoidance of smoking, naked lights, fires, stoves or heating appliances of any description in the vicinity of the Purchaser’s Tank and the fill, dip and vent pipes connected to such tank; and
• all storage installations at the Delivery Location are clearly and correctly labelled with the description of the type and grade of fuel stored in them and the tank capacity.

15.21.5 The Purchaser shall procure that a competent person is present to ensure compliance with clause 15.21.4 unless specified in the Order (or otherwise notified to the Purchaser in writing) that HSS or its supplier will perform a driver-controlled delivery of the Fuel.

15.21.6 HSS or its supplier will provide its delivery vehicles with nine (9) metres of hose for the purposes of discharge of the Fuel. Additional hose lengths may be provided by HSS or its supplier by special arrangement only and HSS shall pass on any third party charges for such additional lengths of hose to the Purchaser at cost.

15.22 Right to deliver the Fuel by instalments. HSS or its supplier may deliver the Fuel by instalments. Any delay in delivery of or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.

15.23 Right to refuse and suspend delivery of the Fuel. HSS or its supplier may refuse to deliver the Fuel and/or suspend further deliveries of the Fuel under that Contract if the Delivery Location or the Purchaser’s Tank can only be accessed using public or private roadways which HSS or its supplier considers unsuitable or unsafe.

15.24 Delivery note. HSS or its supplier shall provide a standard delivery note upon completion of delivery of the Fuel to the Purchaser. The Purchaser shall sign the delivery note if requested by HSS or its supplier and the delivery note shall be decisive for confirming delivery of the Fuel, except in the case of manifest error.

15.25 Permitted delivery of wrong quantity of the Fuel. If HSS or its supplier delivers up to and including five per cent (5%) more or less than the quantity of Fuel ordered due to their default the Purchaser may not reject the delivery, but HSS shall make a pro rata adjustment to the Charges for that Fuel and we will confirm the Charges for that Fuel (as adjusted) to you in writing.

15.26 Delivery failure due to Purchaser. If delivery fails as a result of circumstances within the Purchaser’s reasonable control, the cost of each and every re-delivery shall be borne by the Purchaser, such cost to be charged to the Purchaser at the Aborted Delivery Charge.

Acceptance and defective products

15.27 Certain terms relating to acceptance of and defects in the Goods do not apply to the Fuel. Clauses 7.1 to 7.3 (inclusive) shall not apply to the Contract if it is a contract for the supply of Fuel.

15.28 Inspection and notice of defects, shortfalls and non-delivery. The Purchaser shall inspect the Fuel as soon as is reasonably possible after delivery. The Purchaser shall, within ten (10) days of the date of delivery, give notice to HSS in detail of:

15.28.1 any defect in or contamination of the Fuel that is apparent on reasonable examination. In this case HSS shall, at its discretion, arrange to replace the Fuel or refund the purchase price;

15.28.2 any shortfall in the Fuel delivered (other than such shortfalls permitted pursuant to clause 15.25). In this case HSS shall, at its discretion, arrange to deliver the undelivered Fuel or refund the price of the undelivered Fuel;

15.28.3 any delivery of Fuel not in accordance with the Order. In this case HSS shall, at its discretion, arrange to replace the Fuel or refund the purchase price; or

15.28.4 any non-delivery of the Fuel (in which case the time limit is within ten (10) days of the estimated despatch date). In this case HSS shall, at its discretion and subject to clause 15.24, arrange to deliver the undelivered Fuel or refund the price of the undelivered Fuel.

15.29 If the Purchaser fails to give any such notice in accordance with clause 15.28, the Fuel shall be conclusively presumed to be, in all respects, in accordance with the Order and free from contamination or apparent defects, and the Purchaser shall be deemed to have accepted the Fuel.

15.30 The remedies set out in clause 15.28 are the Purchaser’s exclusive remedies for non-delivery or short delivery of Fuel, or for contamination of or apparent defects in the Fuel or delivery of the Fuel not in accordance with the Order.

15.31 If HSS replaces the Fuel pursuant to clause 15.28.1 or clause 15.28.3, and HSS or its supplier subsequently determines (acting reasonably) that the contamination of or defect in the Fuel arose as a result other than a default by HSS or its supplier, HSS may charge the Purchaser a return order surcharge in the amount notified to you in writing. This surcharge will be payable by you in addition to the Charges.

Title and risk

15.32 Terms relating to ownership of and risk in the Goods do not apply to the Fuel. Clauses 8.1 and 8.2 shall not apply to the Contract if it is a contract for the supply of Fuel.

15.33 Risk in the Fuel.

15.33.1 The risk in Fuel delivered in barrels, packages or some other similar form, delivery shall pass to the Purchaser when it is off-loaded from the delivery vehicle, unless the Purchaser wrongfully fails to take delivery of the Fuel, in which case such risk shall pass to the Purchaser at the time when HSS or its supplier has attempted to deliver the Fuel.

15.33.2 The risk in Fuel delivered by hose shall pass to the Purchaser when, on discharge, it passes the hose connection of the Purchaser’s Tank, unless the Purchaser wrongfully fails to take delivery of the Fuel, in which case such risk shall pass to the Purchaser at the time when HSS or its supplier has attempted to deliver the Fuel.

15.34 Ownership of the Fuel. Title to the Fuel shall not pass to the Purchaser until the earlier of:

15.34.1 HSS receiving payment in full (in cash or cleared funds) for the Fuel, in which case title to the Fuel shall pass at the time of payment; and

15.34.2 the Purchaser reselling the Fuel or using the Fuel in the ordinary course of its business, in which case title to the Fuel shall pass to the Purchaser at the time specified in clause 15.36.2.

15.35 Until title to the Fuel has passed to the Purchaser, the Purchaser shall:

15.35.1 not permit or allow the Fuel to become contaminated;

15.35.2 not allow the creation of any mortgage, charge, lien or other security interest in respect of the Fuel;

15.35.3 keep the Fuel insured against all risks for its full price from the date of delivery; and

15.35.4 give HSS such information as HSS may reasonably require from time to time relating to:

• the Fuel; and
• the Purchaser’s ongoing financial position.

15.36 Subject to clause 15.37, the Purchaser may resell or use the Fuel in the ordinary course of its business (but not otherwise) before HSS receives payment for the Fuel. However, if the Purchaser resells the Fuel before that time:

15.36.1 it does so as principal and not as HSS’s agent; and

15.36.2 title to the Fuel shall pass from HSS to the Purchaser immediately before the time at which resale or use by the Purchaser occurs.

15.37 At any time before title to the Fuel passes to the Purchaser, HSS may:

15.37.1 by notice in writing to the Purchaser, terminate the Purchaser’s right under clause 15.36 to resell the Fuel or use it in the ordinary course of its business; and

15.37.2 HSS may at any time require the Purchaser to deliver up all Fuel in its possession and control that has not been resold or used and if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Fuel is stored to recover them. The Purchaser shall procure entry to any such third party's premises if requested to do so by HSS.

No fault cancellation and returns

15.38 No cancellation: Clause 9 relating to no fault cancellation and returns shall not apply to the Contract if it is a contract for the supply of Fuel.

Compliance

15.39 Health and safety data sheets. HSS or its supplier will issue health and safety data sheets for the Fuel and the Purchaser shall be responsible for ensuring that its employees, contractors and agents comply with the instructions and recommendations in such data sheets. Replacement health and safety data sheets may be obtained by writing to: HSS ProService Limited, Building 2, Think Park, Mosley Road, Manchester, M17 1FQ, or such other address as HSS may from time to time notify to the Purchaser in writing.

15.40 Maintenance and operation of installations and equipment.

15.40.1 The Purchaser shall ensure that all installations and equipment used with the Fuel, including but not limited to the Purchaser’s Tank but excluding HSS’s or its supplier’s equipment, are installed, maintained and operated in such manner to avoid accidents which could have reasonably been anticipated.

15.40.2 The Purchaser shall use all reasonable endeavours to prevent the Fuel, used or unused, entering drainage, sewage systems, water courses or soil at or in the vicinity of the Delivery Location.

15.40.3 The Purchaser shall cooperate, so far as it can reasonably do so, with HSS and/or its supplier in implementing measures designed to improve health, safety and environmental performance in respect of delivery of the Fuel.

15.41 Non-contravention of customs and petroleum tax laws.

15.41.1 The Purchaser warrants and undertakes to HSS that the Fuel will not be used in contravention of the Customs and Excise Management Act 1979 or the Hydrocarbon Oil Duties Act 1979 or of any amending or substituting legislation in relation to either such act.

15.41.2 The Purchaser shall obtain and comply with any and all permits, licences and other consents necessary for it to purchase and use the Fuel, including any such consents required for a preferential delivery of the Fuel regarding tariffs or taxes and/or the Purchaser’s entitlement to use rebated fuel. If requested by HSS or its supplier, the Purchaser shall provide HSS or its supplier with evidence that it has obtained and/or is in compliance with such consents. If any such consents are revoked, fail to be issued or expire, then HSS may adjust the Charges and/or suspend delivery of the Fuel.

Liability and indemnity

15.42 Excluded types of liability. HSS shall have no liability to the Purchaser for any claim, loss, damage, cost or expense arising from or in connection with loss, leakage or contamination of the Fuel which occurs at the Delivery Location as a result of a breach by the Purchaser of its obligations under the Contract.

15.43 Compensation payable on a pound for pound basis for certain liabilities. The Purchaser will indemnify, keep indemnified, defend, and hold harmless HSS, its supplier, and HSS’s and its suppliers’ directors and employees, against any liability (whether strict, absolute or otherwise) for any claim, loss, damage, cost, and expense and other costs of litigation on account of any injury, disease or death of persons (including, but not limited to, the Purchaser’s employees) or damage to property (including, but not limited to, the Purchaser’s property) arising out of or in connection with:

15.43.1 the Purchaser’s unloading, storage, discharge, handling, sale, use or disposal of the Fuel except to the extent caused by HSS’s or its supplier’s negligence; and/or

15.43.2 the Purchaser’s negligence or any failure by the Purchaser to comply with any of its obligations under this clause 15.

General

15.45 Events beyond our control. In addition to the events set out in clause 11.4, HSS shall have no liability to the Purchaser for any failure or delay in supply or delivery or for any damage or defect to the Fuel supplied or delivered under the Contract or for any other liability, in each case that is caused by a failure in HSS’s supply chain including but not limited to driver shortages, closure or standstill of terminals, refineries or production facilities, depots or other delivery facilities of HSS or its supplier.