Terms and conditions
1. About us
1.1 Hastel Limited (company number 07319727) (referred to as “we”, “us” and “our”) is a company registered in England and Wales and our registered office is at LDH House, St Ives Business Park, Parsons Green, St Ives, Cambridgeshire PE27 4AA. Our VAT number is 115157146. We operate the website at www.hastel.co.uk.
To contact us, please telephone +44 1424852779 or email us at sales@hastel.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.2 below.
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2. Our contract with you
2.1 In these terms and conditions (the “Terms”), references to “you” means the customer named on the order for Goods (as defined below).
2.2 These Terms together with the provisions of the order confirmation we provide to you apply to any order by you and supply of Goods and Services to you (the “Contract”) to the exclusion of any terms that you may seek to impose or incorporate. You acknowledge and agree that use of any of your documentation (including, but not limited to, any order form or purchase order you may provide) is solely for administrative convenience and of no legal effect and no terms of purchase or other standard terms on such documentation (or otherwise referred to in such documentation) are incorporated into or vary the Terms or the Contract. No other terms are implied into the Contract by trade, custom, practice or course of dealing.
2.3 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. Any samples, drawings or advertising issued by us and any illustrations or descriptions of our Goods and Services in our catalogues or brochures or set out on our website are for general guidance only and shall not form part of the Contract and shall not have any contractual force.
2.4 To the extent of any inconsistency, these Terms shall take priority over the order confirmation, unless otherwise expressly stated otherwise in such order confirmation.
2.5 These Terms and the Contract are made only in the English language. Please retain a copy of these Terms with your order for future reference.
2.6 We may at any time correct any typographical, clerical, or arithmetical error in a document relating to the Contract without liability.
3. Orders
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3.1 Any quotation we may provide is non-binding and shall only indicate the current price of the relevant Goods or Services as at the date of quotation. Any quotation we provide shall not constitute an offer.
3.2 Each order you submit (whether by email, submitting a purchase order or otherwise) is an offer by you to buy the goods specified in the order (“Goods”) subject to these Terms.
3.3 Please check the quotation you receive carefully and notify us of any errors before submitting your order to us. You are responsible for ensuring that your quotation is complete and accurate.
3.4 After you place an order, you may receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order takes place as described in clause 3.5.
3.5 Our acceptance of your order takes place when we send you an order confirmation by email, at which point the Contract between you and us will come into existence.
3.6 If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Our Goods
4.1 The Goods are described on our website. Please note, the Goods can only be used with a subscription to certain of our Services (as defined below).
4.2 The images of the Goods on our website are for illustrative purposes only. The colour and/or packaging of your Goods may vary slightly from those images.
4.3 At your request, we may apply a bespoke label to the Goods. You acknowledge and agree that you are solely responsible for any such label and you shall ensure that the label:
(a) complies with all applicable statutory or regulatory requirements;
(b) shall not infringe or breach the rights (including, but not limited to, any intellectual property rights) of a third party,
and you will indemnify and keep us indemnified against any and all damages, losses, liabilities, costs and expenses (including, but not limited to, reasonable legal and professional expenses) arising out of or in connection with the application of any label to the Goods at your direction.
4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5. Delivery, transfer of risk and title
5.1 The order confirmation we provide to you will include an estimated delivery date, which will generally be within 30 days of the date of your order. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by an Event Outside Our Control (as defined in clause 14 below) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time. We are not required to transport the Goods to any particular location at the delivery address.
5.3 You shall own the Goods only once we have received payment in full for such Goods, including all applicable delivery charges.
5.4 You must not remove, deface or obscure any serial numbers or identifying marks from the Goods or their packaging.
5.5 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods and you shall be responsible for all additional costs relating to such failed delivery and re-delivery.
5.6 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may charge you reasonable storage costs or resell part of, or all the Goods. We shall repay you the price you paid for the resold Goods after deducting reasonable costs in respect of storage, any required modification of the Goods, insurance and selling costs and any shortfall between the resale price and the price you paid for the Goods.
5.7 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
6. No International delivery
6.1 We do not deliver to addresses outside the UK.
6.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.
6.3 If you wish to use the Goods outside of the UK, you must comply with all applicable laws and regulations of the country in which the Goods are to be used. We will not be liable or responsible if you break any such law.
7. Quality
7.1 You must inspect the Goods promptly upon delivery and notify us as soon as possible of any defect or non-conformity. As the Goods contain an internal battery which depletes over time, the Goods should be in active use promptly following delivery.
7.2 We warrant that on delivery, the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship.
7.3 Subject to clause 7.4, if:
(a) you give us notice in writing promptly upon discovery that some or all of the Goods do not comply with the warranty set out in clause 8.2;
(b) you give us a reasonable opportunity of examining such Goods (including, for example, by providing us with photographs of such Goods); and
(c) if we so request, you return such Goods to us at our cost,
we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.4 We shall not be liable for any Goods' failure to comply with the warranty set out in clause 7.2 if:
(a) you make any further use of such Goods after giving a notice in accordance with clause 7.3;
(b) the defect arises because you failed to follow any instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of us following any drawing, design or specification provided by you;
(d) you alter or repair such Goods without our prior written consent;
(e) you have not paid for the Services (as defined below) or you terminate the Services;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(g) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.5 If you wish to return any Goods because they are faulty or mis-described, please contact us as soon as possible to discuss next steps. We may ask you to send us photographs of the relevant Goods to help us assess whether they are faulty or mis-described. In the interests of health and safety, please do not send us any used Goods without our prior written authorisation.
7.6 Except as expressly provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.2. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8. Supply of Services
8.1 We shall use reasonable endeavours to provide such of the following services as set out on your order confirmation:
(a) installation services for the Goods;
(b) data services, an annual subscription service that includes cellular data and access to our portal (or such other portal agreed between you and us) for monitoring your liquid tank levels; and
(c) technical support,
the “Services”. Please note, that certain Services must be purchased in order for the Goods to function. You will be advised of minimum Services requirements at the time of order.
8.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified by us, but any such dates shall be estimates only and time shall not be of the essence for the performance of any Services.
8.3 You are solely responsible for monitoring and responding to any alerts provided through the Services or the parameters to which you set for them.
8.4 We reserve the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in any such event.
8.5 We warrant that the Services will be provided using reasonable care and skill. You acknowledge and agree that the output of the Services is dependent on the data input, which data may be incomplete, out of date or inaccurate. All output of the Services (and related data) is provided on an “as is” basis and we give no warranty as to the quality, accuracy or completeness of such output.
8.6 Some systems/software/applications/web browsers may not be capable of supporting the software through which the Services are provided. It is your responsibility to make appropriate investigations into the systems/software/applications/web browsers required to support your use of such software and you acknowledge that the performance of the Services may vary with the equipment and systems/software/applications/web browsers with which it is used.
8.7 We give no warranty that the Services will be uninterrupted or error free. Further, the Services may not be available during (scheduled or unscheduled) maintenance or upgrades.
8.8 Whilst we take reasonable steps to ensure the security of the Services, we accept no liability for any malfunction of the Goods or inability to use the Goods or Services due to unauthorised access (including, by way of non-limiting example, in connection with any actual or attempted hacking of the Services or introduction of any virus, spyware, malware or other harmful code).
8.9 We may, temporarily or permanently, suspend or restrict access to the Services (in whole or in part):
(a) if at any time you fail to pay any amount when due or otherwise fail to comply with your obligations under the Contract;
(b) if we reasonably consider the security of the Services to have been compromised or at risk or otherwise in the event of an emergency;
(c) where we reasonably suspect fraud or misuse of the Services; or
(d) if we generally cease to provide the relevant Services in respect of some or all of the Goods.
8.10 Where we temporarily suspend any Services due to your failure to pay any amount when due, or otherwise in connection with your acts or omissions (or the acts or omissions of persons authorised by you to access or receive the Services), you will automatically be charged a reconnection fee for the reinstatement of the Services. As at the date these Terms come into force, such reconnection fee is £25 per device subject to a minimum fee of £100, and is subject to our review from time to time. Please note that if you fail to pay the overdue amount within 7 days of suspension of the Services, the Services shall be permanently disabled (following which, reconnection is not possible and the Goods associated with such Services shall cease to function).
8.11 You may only use the Services, and output of the Services, for the purposes of using the Goods for their intended purpose. We shall be the owner of any intellectual property rights arising out of or in connection with the Services. Further, we shall have the right to use all data arising out of or in connection with the Services, on an anonymised basis, for our internal business purposes. For the avoidance of doubt, we shall ensure that such data is not used or accessed by any of our affiliates save to the extent necessary to provide the Services.
9. Your obligations
9.1 You shall:
(a) co-operate with us in all matters relating to the Services;
(b) provide us, our employees, agents, consultants and subcontractors, with access to any premises and other facilities as we reasonably require from time to time in connection with the Services;
(c) provide such information and materials as we may reasonably require from time to time to provide the Services, and ensure that such information is complete and accurate in all material respects; and
(d) comply with all applicable laws, including health and safety laws.
9.2 We shall not be liable for any failure or delay in performing our obligations under the Contract to the extent caused by your act or omissions (or the acts or omissions of persons authorised by you to access or receive the Services).
10. Data protection
10.1 The terms "personal data", "controller", "processor", “personal data breach” and "process” or “processing" shall have the definitions provided to them under the Data Protection Act 2018 and the General Data Protection Regulation as retained under English law (together, “Data Protection Legislation”).
10.2 You shall ensure that you have all appropriate consents and notices in place to enable the lawful transfer of any personal data to us for the duration and purposes of the Contract.
10.3 We shall act as the controller in our processing of personal data in the delivery of orders and in respect of users of the Services, including for the purpose of setting up, managing accounts and monitoring access to and usage of the Services. We process such personal data in accordance with our privacy policy available HERE.
10.4 To the extent we act as your processor, the particulars of processing to be carried out by us are as follows:
(a) subject matter and duration: processing as necessary and for as long as necessary to perform the Contract;
(b) nature and purpose of the processing: the personal data will be processed in electronic format and for the purpose of providing the Goods and Services;
(c) types of personal data: these may include personal details and other information necessary to deliver the Goods and provide the Services; and
(d) the main categories of data subject: your personnel and customers.
10.5 Where we act as your processor, we will:
(a) ensure that persons, including our contractors and sub-contractors, authorised to process personal data have committed to keeping the personal data confidential or are subject to an appropriate statutory obligation of confidentiality;
(b) take appropriate organisational and technical measures, taking into account state of the art technology, the costs for applying the measures, and the nature of the data to be protected and the potential risks, which are necessary for the protection of personal data against accidental or unlawful destruction, accidental loss, and the alteration of, or access to, and any other unauthorised processing of personal data;
(c) taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is reasonable, for the fulfilment of your obligations to respond to requests for exercising the data subject's rights and conduct data protection impact assessments;
(d) reasonably assist you, for which we may charge a reasonable fee, to comply with your obligations under Data Protection Legislation in case of a personal data breach, including by notifying you of a personal data breach without undue delay, providing details of the personal data breach (including the nature of the personal data breach, the categories and approximate amount of personal data concerned, the categories and approximate number of data subjects concerned and the likely consequences of the personal data breach);
(e) make available such information reasonably required to show compliance with our obligations under Data Protection Legislation, and allow and contribute to audits by your at your reasonable request (such audits to be no more than once per year and at your cost);
(f) delete or return all the relevant personal data on termination of the Services;
(g) where we appoint another party to process personal data on your behalf (each, a “Sub-processor”), we shall ensure that any transfers of personal data to a Sub-processor who is based outside of the United Kingdom comply with Data Protection Legislation;
(h) process the personal data only on your written or otherwise documented prior instructions (including as set out in these Terms) or as otherwise required by any law to which we are subject, in which case we will inform you of that legal requirement before processing the personal data.
11. Charges and payment
11.1 The prices of the Goods will be as quoted at the time you submit your order. Whilst we take reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system, if we discover an error in the price of Goods you ordered and:
(a) and the correct price of the Goods is less than the price stated at the time of your order, we will charge you the lower amount when dispatching the Goods to you; or
(b) the correct price of the Goods is higher than the price stated at the time of your order, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct (higher) price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you.
11.2 If we mistakenly accept and process your order where a pricing error is obvious and could reasonably have been recognised by you as an error, we may cancel supply of the Goods and refund you any sums you have paid.
11.3 The price of the Goods does not include delivery charges. You will be advised of the applicable delivery charges before you confirm your order.
11.4 The price of the Services shall be confirmed to you at the time of order. We may also charge you for the cost of any materials and any travel expenses and associated expenses incurred in connection with the provision of the Services.
11.5 Charges for the Services include subscription charges (which may be pro-rated depending on the time of order), which shall be invoiced up to 45 days before the subscription renewal date set out on your order confirmation.
11.6 Unless otherwise expressly approved by us in writing, all payments are due in advance. You shall pay each invoice within 30 days of the date of invoice.
11.7 Time for payment shall be of the essence of the Contract. If you fail to make a payment when due, then, without limiting our remedies under the Contract or at law, you shall pay interest on the overdue amount at a rate of 4% above the base rate of Barclays Bank from the due date until payment of the overdue sum, whether before or after judgment.
11.8 All amounts stated are exclusive of VAT, which shall be charged at the applicable current rate in the UK.
11.9 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding. If you required by applicable law to deduct any amount from any payment due to us, you shall increase the amount payable as necessary so that, after making all required deductions and withholdings, we receive and retain (free from any liability for taxes) an amount equal to the amount we would have received had no such deductions or withholdings been made. You agree to provide proof of withholding tax remittance to the respective tax authority at our request.
11.10 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed. We may increase our charges for the Services annually, which charges shall apply from the early of (i) any new order for Services; or (ii) the next renewal of your subscription for the Services.
12. Our liability
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 The Goods are intended for use in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
12.3 Nothing in the Contract limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
12.4 Subject to clause 12.3, we will under no circumstances be liable to you for any loss of profits, sales, business, or revenue; wasted expenditure; loss or corruption of data, information or software; loss of business opportunity, anticipated savings; or indirect of consequential loss.
12.5 Subject to clause 12.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods.
12.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. Without limitation to the generality of the foregoing, we accept no responsibility for ensuring that the Goods are suitable for your purposes.
13. Termination
13.1 Without limiting any of our other rights or remedies, we may terminate the Contract with immediate effect by giving you written notice if you:
(a) fail to pay any amount payable under the Contract on the due date for payment;
(b) breach clause 8.11;
(c) breach any other term of the Contract and (if such a breach is capable of remedy) fail to remedy that breach within 30 days of being notified in writing to do so; or
(d) you take any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), have a receiver appointed to any of your assets or cease to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
13.2 Data Services (such as hosting services) shall renewal automatically. You may terminate the data Services (in full or in part) on giving us no less than 90 days’ notice in writing. Such termination shall take effect on the last day of your then current subscription for the Services. Please note, that upon such termination, the relevant Goods associated with the terminated Services shall cease to function. All amounts paid are non-refundable.
13.3 On termination of the Contract you shall immediately pay all of our outstanding unpaid invoices and interest thereon and, in respect of Goods or Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable by you immediately on receipt.
13.4 Termination of the Contract, however arising, shall not affect any rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
13.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (an “Event Outside Our Control”).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control. To cancel please contact us. If you opt to cancel, you must promptly return (at your cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
15. General
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service to our registered office, or by email to sales@hastel.co.uk.
15.3 You shall not assign, subcontract or transfer any of your rights or your obligations under the Contract without our prior written consent.
15.4 We may vary these Terms from time to time and will provide you with a copy of such updated Terms, which will apply from the earlier of: (i) your next purchase of Goods; and (ii) your subscription renewal for the Services. No variation of the Contract shall be effective unless it is in writing and signed by you and us (or our respective authorised representatives).
15.5 If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. Any waiver of our rights or remedies must be in writing, and any such waiver shall not mean that we will automatically waive any right or remedy related to any later default by you.
15.6 Each provision of these Terms operates separately. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
15.7 The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.8 The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.