1. Definitions
In these conditions “Hornbeam Ivy” means Hornbeam Ivy Limited and “purchaser” means the buyer under contract of sale with Hornbeam Ivy.

2. Formation of Contract
The terms and conditions set out below shall apply without variation to every contract for the sale of goods entered into by Hornbeam Ivy, unless they have been varied or excluded with Hornbeam Ivy’s express written consent. They shall prevail over any printed or other terms and conditions contained or referred to in any purchase order or any other document sent to Hornbeam Ivy by the purchaser of which Hornbeam Ivy has notice.

3. Prices
1) Prices quoted are ex-works and exclusive of Value Added Tax unless otherwise stated in writing. 2) Until the purchaser has taken delivery of the goods, Hornbeam Ivy may at any time and from time to time, upon notifying the purchaser, increase the price of the goods in order to cover increased costs and expenses suffered by its business as a whole.

4. Payment
In the case of all sales, payment of the full purchase price and, when separately charged for, any transportation, insurance and packaging charges or any additional costs chargeable to the purchaser, must be made on or before the 30th day after the date of the invoice. As regards such payments, time shall be the essence of the contract.

5. Delivery
1) Delivery dates are estimates only and time shall not be the essence of the contract. Delays in deliveries may occur and Hornbeam Ivy shall in no event be liable for any damage or loss, whether arising directly or indirectly out of such delays, and whether in any respect of the whole or part of the goods ordered, not for any consequential loss, however arising.
2) If the goods are available for delivery and the purchaser fails to take delivery within 14 days of being notified or within 14 days of the date specified in the contract (whichever shall be the later) then:
a) Hornbeam Ivy shall be entitled to charge the purchaser the full price of the goods and for the costs of storage and handling thereafter
b) Without prejudice to any rights it may have under this or any other contracts, Hornbeam Ivy may give notice to treat the contract as repudiated and dispose of the goods.

6. Delivery by Instalment
Hornbeam Ivy may make delivery of the goods by instalments. When goods are so delivered, whether pursuant to an express agreement for delivery by instalments or not, the following provisions shall apply.
a) Hornbeam Ivy shall require each instalment to be separately paid for.
b) Any breach of contract by Hornbeam Ivy in respect of any one or more of such installments shall be treated by the purchaser as a several breach only giving rise to claim for compensation, but not to treat the whole contract as repudiated.
Where Hornbeam Ivy delivers to the purchaser a quantity of goods larger than it contracted to sell, the purchaser shall accept the goods included in the contract plus over-deliveries up to a maximum of 10% of the contracted quantity.

7. Force Majeure
Hornbeam Ivy may suspend or delay delivery of the goods or any instalment or part thereof in the event of industrial disputes or other circumstances (for example fire), shortage of labour , transport, parts, raw materials or fuel, restrictions in the use of power, flood inclement weather, and insurrection, when such other circumstances are beyond the control of Hornbeam Ivy.

8. Risk
The risk in the goods shall pass on delivery. Where the goods are sent by Hornbeam Ivy (whether or not pursuant to an obligation on Hornbeam Ivy to do so and whether or not in Hornbeam Ivy’s own transport) for the purposes of determining when the risk passes, the goods shall be deemed to have been delivered from the moment they leave Hornbeam Ivy’s place of business or such other place where they have been stored.

9. Warranty
Products or components with a Lifetime Limited Warranty. A Lifetime Limited Warranty from the date of purchase is provided to the first residential owner on all “Steam Valve Original” products & “soap dispenser pump mechanisms” to be free from failure related to defects in materials and workmanship, but not installation.
Products with a 5 year Warranty. A 5 year Warranty from the date of purchase is provided to the first residential owner on all “Hollys of Bath” products to be free from failure related to defects in materials and workmanship, but not installation.
All Products. Hornbeam Ivy’s warranty is limited to products correctly installed and used in a residential environment. Hornbeam Ivy’s warranty will not assume liability for damage due to abuse, mishandling, incorrect installation, improper maintenance, or deterioration due to normal use. Hornbeam Ivy will not be liable for labour or other costs relating to the sale, installation, or replacement of their products. In the event of a defect in any Hornbeam Ivy product covered by this warranty, the product must be returned to the dealer where originally purchased along with proof of purchase. Hornbeam Ivy’s obligation under the warranty shall be limited to the repair or exchange of any product which has been determined by Hornbeam Ivy to be defective after appropriate examination. Hornbeam Ivy’s warranty for product finish for Chrome is 5 years, all other finishes the warranty is for 1 year (not applicable to solid stainless steel).

10. Exclusions
The purchaser shall be entitled to the benefit of the aforementioned warranty which is given in lieu of and replaces, excludes and extinguishes all and every condition or warranty whatsoever, whether express or implied status, common law, trade usage, custom or otherwise.

11. Economic, Other Consequential Loss and Claims by Third Parties Save as expressly provided for herein.
Hornbeam Ivy shall in no circumstances be liable for the following loss or damage howsoever arising, whether by reason of Hornbeam Ivy’s negligence or otherwise. a) Economic loss, including loss of profit, reputation, goodwill, services of employee or agent.
b) Any other consequential or indirect loss or damage.
c) Any claim made against the purchaser by any party.

12. Design Rights
Hornbeam Ivy own the exclusive right to the design of the products, including without limitation all patents, trade secrets, copyrights and other intellectual property rights related thereto, and any derivative works (“Background Intellectual Property”). Unless otherwise agreed in writing, all material, software, data, processes, equipment, facilities and special tooling, which term includes but is not limited to jigs, dies, fixtures, molds, patterns, special taps, special gages, special test equipment, other special equipment and manufacturing aids and replacements thereof, used in the manufacture of the products shall be and remain the property of Hornbeam Ivy. Hornbeam Ivy retains all rights, title and interest in Background Intellectual Property, documentation, software, drawings, engineering instructions, design or manufacturing specifications, all other written data, and any other deliverables furnished with the products or provided by Hornbeam Ivy to the customer in any way related to this agreement, which are considered Hornbeam Ivy’s trade secret and proprietary information.

13. Maximum Limit of Damages
If, notwithstanding the provisions of the clauses 9 to 11 above, Hornbeam Ivy shall in any circumstances whatsoever be held legally liable to the purchaser, then:
a) The purchaser’s sole rights or redress against Hornbeam Ivy shall be limited to damages;
b) Hornbeam Ivy’s total liability in respect of any goods supplied under the contract, notwithstanding the number of incidents for which Hornbeam is found legally liable, shall in no circumstances exceed Hornbeam Ivy’s original charges for such goods.

14. Insurance
The purchaser agrees that insofar as the purchaser may require any insurance cover, Hornbeam Ivy may affect the same on behalf of the purchaser, without prejudice to the generality of the foregoing or liability on the part of Hornbeam Ivy.

15. Passing of Property
1)Hornbeam Ivy shall remain legal owner of the goods, until such time as the purchaser shall have paid to Hornbeam Ivy the full price of the goods, or any other goods, which shall be the subject of any contract of sale between the purchaser and Hornbeam Ivy.
2) On delivery to the purchaser, the purchaser shall become the bailee of the goods and shall hold them for the account of Hornbeam Ivy until full payment has been made.
3) If full payment has been made on the due date or immediately on the commencement of an act of proceeding in which the purchaser’s insolvency is involved, Hornbeam Ivy may (without prejudice to any other of its rights) recover or resell goods or any part of the goods and may enter upon the purchaser’s premises by it’s servants or agents for that purpose. 4) Notwithstanding that the property in the goods has not passed to the purchaser, the purchaser shall sell the goods in such a manner as to pass to a third party a valid title to the goods, then the purchaser shall hold the proceeds of sale on trust for Hornbeam Ivy.

16. Termination
1) Without prejudice to any other rights, Hornbeam Ivy may terminate the contract forthwith by notice if the purchaser commits an act of insolvency and is bankrupt or makes an arrangement or composition with creditors or has a receiver appointed of its assets or any part thereof, or if an order is made up or resolution is passed to liquidation and winding up the purchaser (except where a winding up is for the purpose of amalgamation or reconstruction).
2) If the purchaser cancels or postpones any contract Hornbeam Ivy may immediately invoice all costs incurred by Hornbeam Ivy to the date of receipt of notice of cancellation or postponement.

17. Interest
The Purchaser Shall pay interest at 4% per annum above the base rate of National Westminster Bank PLC on all sums which remain unpaid by the due date.

18. Forbearance
Any time or other indulgence, forbearance or concession whatever granted by Hornbeam Ivys rights or the purchaser’s obligation under contract.

19. Assignment
The contract may not be assigned by the purchaser without Hornbeam Ivys express consent in writing.

20. Acceptance
Hornbeam Ivy may withdraw any quotation or estimate at any time and unless previously withdrawn, the quotation or estimate shall expire in 28 days after the date of issue. Any order by the purchaser based on a quotation or estimate shall be an offer subject to theses conditions of sale and shall not bind Hornbeam Ivy, unless the offer has been accepted by Hornbeam Ivy in writing.

21. Proper Law
The contract shall be governed by the Laws of England