1.1 These Terms govern all sales of goods and/or services by Hendler Wholesale Ltd (the Supplier, we, us) to any business customer (the Customer) whether ordered via our website (www.hendler.co.uk), by email, phone, EDI or otherwise.
2. Interpretation
2.1 Definitions:
2.2 Rules of interpretation: references to statutes include amendments and re‑enactments; the singular includes the plural and vice versa; a person includes a corporate body; references to “including” mean “including without limitation”.
3.1 Our acceptance of the Customer’s order is upon these terms only and overrides any other terms implied by trade, custom, practice or course of dealing.
3.2 Variations or representations are binding only if confirmed in writing by an authorised officer of the Supplier.
3.3 Any quotation is not an offer and is valid for 7 days from its date unless withdrawn earlier.
4.1 All descriptions and illustrations on our website, catalogues, price lists or advertisements are for general guidance only and do not form part of the contract.
4.2 Where samples of third‑party Goods are shown, they are to judge general quality only and do not constitute a sale by sample.
4.3 We may substitute or modify specifications provided performance is not materially affected.
4.4 For bulk Goods, we may deliver up to 15% more or less than the quantity stated; the invoice will be adjusted pro‑rata.
5.1 The price is as stated on our website or in our quotation or in our acknowledgement, exclusive of VAT unless stated otherwise.
5.2 Carriage, insurance, storage and other charges may be shown separately but are payable as part of the price.
5.3 We may adjust prices to reflect changes in costs (raw materials, labour, transport, etc.) up to the date of despatch. If the increase exceeds 10% of the net price, the Customer may cancel the affected order by written notice within 7 days of our notification.
6.1 Unless otherwise agreed in writing, payment is due: (a) for Goods—at order or before despatch if no credit is agreed; (b) for Services—weekly/monthly/annually in arrears as stated in our invoice. Time for payment is of the essence.
6.2 All sums are payable without set‑off, deduction or deferment.
6.3 We may charge interest on overdue sums at 3% above the Bank of England base rate per month, accruing daily until paid in full, before or after judgment.
6.4 If Goods are to be paid by instalments and an instalment is missed, we may treat that failure as repudiation of the whole contract.
6.5 On any event listed in clause 15.1, all credit ceases and all sums become immediately due.
7.1 We may deliver by instalments; each instalment is a separate contract.
7.2 Delivery is completed when Goods arrive at the delivery location. The Customer shall accept delivery and provide adequate labour/facilities to unload. Additional costs due to wrongful refusal or delay are payable by the Customer.
7.3 If we require packaging to be returned, the Customer shall make it available for collection; return is at our expense.
7.4 Any delivery dates are estimates only. We are not liable for delay caused by a Force Majeure Event or the Customer’s failure to give adequate instructions.
8.1 The Customer may not cancel an order without our written consent. If consent is given, the Customer shall indemnify us for all losses, costs and expenses arising from the cancellation unless we agree otherwise in writing.
9.1 Risk in the Goods passes on completion of delivery.
9.2 Title to the Goods does not pass until the Customer has paid all sums owed to us under this or any other contract.
9.3 Until title passes, the Customer shall: (a) store Goods separately and keep them readily identifiable as our property; (b) not remove, deface or obscure any identifying mark or packaging; (c) maintain the Goods in satisfactory condition and insure them for their full price against all risks from delivery, noting our interest; (d) not pledge the Goods or allow any lien to arise; (e) notify us immediately of any event in clause 15.1; and (f) not dispose of the Goods, save for sale to an independent purchaser in the ordinary course of business.
9.4 We may recover Goods and enter the Customer’s premises to do so at any time if an event in clause 15.1 occurs, or if Goods remain unpaid 60 days after their due date.
9.5 Where Goods are processed, mixed or incorporated with other goods, our ownership shall extend to any new products or the Customer shall hold such products on trust for us to the extent permitted by law.
9.6 If the Customer resells Goods before title passes, it shall do so as principal (not as our agent) and shall hold the proceeds of sale (and/or any receivables arising) on trust for us, separate from its own funds, to the extent of sums then owed to us.
9.7 Nothing in this clause limits our right to sue for the price while title remains with us.
10.1 On delivery, Goods will be of satisfactory quality, free from material defects in design, workmanship and materials, and correspond with any written specification agreed. Our liability is limited to repair, replacement, or (at our option) refund. These remedies apply provided that: (a) written notice of the defect is given within 7 days of discovery and within the applicable warranty period; (b) Goods were properly installed, stored and used; (c) the defect did not arise from following the Customer’s design/specification; (d) the defect did not arise from fair wear and tear, wilful damage or negligence; (e) no unauthorised repair or modification occurred; and (f) Goods are returned to us for inspection if requested (at the Customer’s cost).
10.2 We warrant Services will be performed with reasonable skill and care. Our liability is limited to re‑performing the Services or refunding the price paid for the affected Services, provided written notice of defect is given within 7 days of discovery and within 10 months of performance.
10.3 Except as set out in this clause and save for title, all warranties and conditions are excluded to the fullest extent permitted by law.
10.4 Sales are made on the basis the Customer is not a consumer and has satisfied itself as to suitability using its own skill and knowledge.
11.1 To the fullest extent permitted by law, we are not liable for loss of profit, indirect or consequential loss. Our total liability shall not exceed the cost of replacing or repairing the Goods or re‑performing the Services.
11.2 Property supplied to us by or on behalf of the Customer is at the Customer’s risk.
11.3 If Services are to be performed at the Customer’s premises, the Customer shall ensure safe access, provide information and make the premises fit for the Services.
11.4 If our performance is affected by a Customer Default, we may suspend performance until remedied and are relieved from liability for delay or failure so caused.
12.1 The Customer indemnifies and holds us harmless against: (a) all third‑party claims relating to Goods supplied (save for death/personal injury caused by our negligence); and (b) all costs/losses arising from any Customer Default.
13.1 Goods are sold subject to any third‑party intellectual property restrictions; the Customer accepts such title as we may have.
13.2 Where Goods are made to the Customer’s design/specification, the Customer warrants no third‑party rights are infringed and indemnifies us for any related claims, costs and losses.
13.3 All Intellectual Property Rights in or arising from the Services are owned by us. The Customer’s use of any third‑party rights is subject to the relevant licensor’s terms.
13.4 All product data and information (including fitment, models, images and dimensions) remain our property and must be kept confidential unless we give prior written consent.
14.1 We are not liable for any delay, loss or damage caused by a Force Majeure Event and may suspend or cancel deliveries in such circumstances.
14.2 If a Force Majeure Event prevents us providing Goods/Services for more than 1 week, we may terminate the contract on written notice.
15.1 We may terminate any contract with immediate effect and/or recover all sums due if: (a) any payment is overdue; (b) the Customer breaches any term and fails to remedy within 7 days of notice; (c) the Customer ceases or threatens to cease business; (d) the Customer is or is deemed unable to pay its debts or commences negotiations with creditors; (e) any creditor enforces against its assets and the enforcement is not discharged within 14 days; (f) a resolution or order for winding up/administration is made; (g) a receiver or administrative receiver is appointed; or (h) analogous events occur in any jurisdiction.
15.2 We may suspend Services or further deliveries if any amount is unpaid or if we reasonably believe the Customer will become subject to any event in clause 15.1.
15.3 On termination: (a) all unpaid invoices and accrued interest become immediately due; (b) the Customer shall return all Goods not paid for in full, failing which we may enter premises to repossess; (c) termination is without prejudice to accrued rights; and (d) clauses intended to survive shall continue.
15.4 We have a general lien over all goods/property in our possession belonging to the Customer for sums due and may, after 14 days’ written notice, dispose of them and apply proceeds to sums outstanding.
16.1 Any dispute may be referred to arbitration under the Arbitration Act 1996 by a sole arbitrator appointed by the President of the Law Society if the parties cannot agree within 30 days of notice. This clause does not prevent either party seeking injunctive relief or payment of undisputed sums.
17.1 Notices must be in writing and delivered to a party’s registered office or principal place of business, or other address notified in writing.
17.2 A notice may be validly served by email.
18.1 No failure or delay to exercise any right operates as a waiver.
18.2 If any provision is held invalid or unenforceable, the remainder remains in force.
18.3 The Customer may not assign or transfer the contract without our written consent.
18.4 Entire agreement. These terms constitute the entire agreement and supersede any prior understandings, and the Customer acknowledges it has not relied on statements not set out herein.
18.5 Governing law & jurisdiction. These terms are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
(This Section applies only where the purchaser is a consumer. Business buyers are not consumers for the purposes of this Section.)
19A.1 By using our website you accept these website terms. If you do not accept them, do not use the website.
19A.2 Keep your account credentials secure. You are responsible for activity on your account.
19A.3 We may restrict or remove access where these terms are breached.
19A.4 We grant you a non‑transferable, revocable licence to access the website for personal use only. You may cache pages but not copy, modify or host them elsewhere without our written consent. No framing or deep‑linking without permission (save for authorised affiliates).
19A.5 All content (including databases, graphics, icons, logos, layouts and look & feel) is our copyright unless stated otherwise. Data mining or extraction is prohibited without our written consent.
19A.6 Where the website allows user‑generated content (e.g., reviews), you grant us a worldwide, irrevocable, royalty‑free licence to use and adapt such content and you warrant it does not infringe any third‑party rights or applicable law. We may remove content that breaches these terms.
19B.1 Prices shown online include VAT where applicable; VAT is shown separately at checkout and on receipts.
19B.2 Orders are offers to buy. We accept an order when we email to confirm dispatch. Items not listed in the dispatch email are not included in the contract.
19B.3 All orders are subject to availability. We may ship later (up to 28 days) if out of stock; you may cancel for a full refund instead.
19B.4 International customers are responsible for customs duties/tariffs and local customs processes.
19C.1 Under the Consumer Contracts Regulations 2013 you may cancel within 14 days from the day after you receive the goods by notifying us in writing (email or web form). You then have a further 14 days to return the goods.
19C.2 No cancellation exists once goods have been used, unless defective. Goods which are sealed for health/hygiene reasons and unsealed after delivery may only be returned if defective. Personalised goods cannot be cancelled unless defective.
19C.3 Please include your order number and reason for return. Return goods with original packaging and all accessories/manuals where possible.
19C.4 Unless we state free returns, you pay return postage. Where this was not made clear before purchase, we will bear the return cost. For bulky items we will estimate the likely return cost and may arrange collection.
19C.5 We recommend tracked/registered post; we are not responsible for items lost in transit.
19C.6 Refunds will be made within 14 days of our receipt of your written cancellation (we may require proof of posting where goods have not yet been received back). We will refund the basic outbound delivery charge.
19C.7 Where the goods are incorrectly sent by us, we will refund reasonable return postage.
19D.1 You have a right to cancel within 14 days unless you request immediate access and acknowledge you are waiving the cooling‑off period.
19D.2 Refunds are given where digital goods are defective.
19E.1 Faulty goods: we will repair/replace or refund within 30 days of being notified in accordance with the Consumer Rights Act 2015.
19E.2 Faulty digital products/services: contact us as soon as possible; we may request removal from your device.
19F.1 We are registered under and comply with the UK GDPR and the Data Protection Act 2018. Please see our Privacy Policy for details.
20.1 Each party shall comply with applicable data protection laws. Where we process personal data as controller, we do so in accordance with our Privacy Policy.
21.1 We may update these terms for future orders by written notice or by posting a new version online and notifying account customers. No change applies to an existing order unless agreed in writing.
Hendler Wholesale Ltd, Unit 4 Island Drive, Thorne Park, Thorne, Doncaster, DN8 5UE
UK Tel: 01405 480000 | Intl: +44 (0)1405 480000
Email: sales@hendler.co.uk | Website: www.hendler.co.uk
