Issue: v5 Date: 16/12/2025
Also visit the link below for important information on use and handling of Clear PVC!
Hoecker and Advantage Important Notice on on use and handling of Clear PVC
1. Interpretation
1.1 In these Conditions:
‘BUYER’ means the person accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions and as described in the Order Form.
‘SELLER’ and ‘SELLER’S PREMISES’ means Hoecker Structures UK Ltd at 1 Robinson Way, Telford Way Ind. Estate, Kettering, Northants NN16 8PT.
‘CONDITIONS’ means the standard terms and conditions of sale set out herein and (unless the context otherwise requires) includes any special terms and conditions as may appear on the Order Form, or otherwise agreed in writing between the Buyer and the Seller.
‘CONTRACT’ means the contract for the purchase and sale of the Goods.
‘ORDER FORM’ means the Order Form as duly completed by the Seller and the Buyer.
‘WRITING’ includes email, letter, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 Any arrangements as to the time for, or the manner of, payment of the price of the Goods by the Buyer agreed in Writing with the Seller contrary to the provisions thereto herein contained shall be treated as void in the event that the Buyer mis-states its creditworthiness to the Seller.
2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not confirmed in writing.
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to its storage, application or use of the Goods which is not confirmed in Writing by the Seller is acted upon entirely at the Buyer’s own risk. The Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing on the Order Form attached by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damage, costs and expenses awarded against or incurred by the Seller in connection with or paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety of other statutory requirements or, where the goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4. Price of goods
4.1 The price of the Goods shall be the Seller’s quoted price, or, where no price has been quoted such reasonable price, as the Seller shall determine applicable on the date of actual delivery to the Purchaser. The Seller’s quoted price shall be valid for 14 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to the deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be responsible for freight, insurance and all other transportation or shipping costs.
4.4 The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller.
5. Terms of payment
5.1 Subject to any terms agreed in Writing between the Buyer and the Seller, the Buyer shall pay to the Seller a non-refundable advance against the price of the Goods upon the acceptance by the Buyer of any written quotation of the Seller, or any written order of the Buyer which is accepted by the Seller, and in any event within 8 days thereafter, which shall be equal to 1/3 of the quoted price of the Goods or such amount as the Seller shall direct where no price has been quoted. The Seller shall invoice the Buyer for the balance of the price of the Goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case maybe) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the balance of the price of the Goods (less any discount to which the Buyer is entitled but without any other deduction, as provided herein) as directed by the Order To Supply or the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.3 Payment of all amounts due to the Seller shall be made by BACS or by card payment. Any discounting or charges levied by any bank in connection with payments shall be covered by the Buyer.
5.4 The time of payment of the price shall be one of the essence of the Contract notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. Receipts for payment will be issued only upon request.
5.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to;
5.5.1 cancel the contract or suspend any further deliveries to the Buyer
5.5.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.5.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 1 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s Premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, the Seller only shall have the sole right to treat each delivery as a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; ..or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s Premises, at the time where the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s Premises, at the time the parties have otherwise determined that delivery is to take place, or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, property stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. Confidentiality
8.1 All documentation and materials relating to the specifications of the Goods (other than unaltered documentation and materials provided by the Buyer) including (without prejudice to the generality of the foregoing) all drawings, blueprints, static calculations and estimates of costs, which for the avoidance of doubt, shall include documentation and materials supplied by the Buyer but amended by the Seller, are the exclusive property of the Seller and all copyright and other intellectual property rights therein belong solely to the Seller.
8.2 Any such documentation as is referred to in Clause 8.1 above supplied to the Buyer, is so supplied on a confidential basis and the Buyer will keep the same confidential and in particular will not without the prior written approval of the Seller, disclose any details contained in such documentation to any third party except to such of its officers, employees or representatives who need to know the same for the performance of their duties to the Buyer.
9. Warranties and liability
9.1 Subject to the conditions set out below, the Seller warrants that the aluminium framework, steel components, linings and PVC* items will correspond with their specification at the time of delivery and will be free from defects in material workmanship for a period of 1 year from the date of their delivery (see paragraph 9.2.4 for goods not manufactured by Hoecker Structures UK Ltd).
* For clear PVC covers please see the following disclaimer: Hoecker and Advantage Important Notice on on use and handling of Clear PVC
9.2 The above warranty is given by the Seller subject to the following conditions:
9.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, specification or other technical information supplied by the Buyer:
9.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval:
9.2.3 the Seller shall be under no liability under the warranty (or any other warranty, conditions or guarantee) if the total price for the Goods has not been paid by the due date for payment:
9.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
9.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
9.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these conditions.
9.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as caused beyond the Seller’s reasonable control:
9.7.1 act of God, explosion, flood, tempest, fire or accident;
9.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
9.7.4 import or export regulations or embargoes;
9.7.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
9.7.6 power failure or breakdown in machinery or transport, shortage of personnel, material procurement difficulties or blocked or obstructed transportation routes.
10. Insolvency of buyer
10.1 This clause applies if :
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. Export terms
11.1 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods to the country of destination and for the payment of any duties thereon.
11.2 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s Premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
12. General
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.4 The Contract shall be governed by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English courts.