In these conditions:
- “The company” means Universal air Tool Company Limited
- “Buyer” means the organisation or person to whom the quotation is addressed or by which the Order is placed.
- “Goods” means the articles or things or any of them described in the Order
- “Order” means the order placed by the Buyer for the design and / or supply of the Goods.
- “Product repair/Maintenance” means Product disinfection before and after each and every use.
- “Product Use” means the use of the Product in accordance with the instruction sheets provided with the Product.
- No person other than a director of the Company has any authority to vary or exclude these conditions nor to make any representations as to their legal effect or otherwise.
- These conditions govern all the Company’s contracts for design and /or sale of Goods and no variation thereof shall apply unless accepted in writing by a director on behalf of the Company. In the event of inconsistency between the Company’s and the buyers’ condition the Company’s shall prevail Acceptance of the Goods shall in any case be deemed acceptance of these conditions by the Buyer.
C. Quotation and Acceptance
- Any quotation unless previously withdrawn is valid for the period therein stated or otherwise one month from its date after which it is then subject to revision and represents no obligation until the Company accepts the Order
- The Company’s quotations are not binding on the Company. Where Goods are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery.
The price quoted is for the stipulated quantities and delivery rates only and does not necessarily hold good for other quantities or other delivery rates.
E. Order Amendment
The Company shall not be bound to accept any amendment to any Order but in the event of such acceptance the Buyer will pay any charge made by the Company reasonably representing the cost and liabilities incurred by the Company as a result of any such amendment.
F. Cancellation by Buyer
In the event of an order being cancelled by the Buyer the Buyer shall be liable to indemnify the Company against all losses (including loss of profit) cost and other expenses and damages (whether direct or consequential) occasioned by such cancellation.
G. Delivery and risk
- Goods will be packed to the company’s normal specification in non-returnable packing and carriage will be arranged by Company and (in the case of any Order at a net invoice value less than £250) charged to the buyer. If delivery is made at the request of the Buyer otherwise than by the carrier which the Company would normally have used carriage will be charged to the Buyer whatever the net invoice value of the Order.
- The delivery period quoted is an estimate only. Provided the Company takes all reasonable steps to deliver the Goods at the time stated the Company shall be under no liability for failure to do so.
- The Company reserve the right to deliver in more than one consignment and to invoice each consignment separately
- Where carriage has been arranged by the Company or where delivery is other than at the Company’s own premises the buyer shall:
- Within 24 hours of delivery notify the company and the carrier of any loss or damage in transit and
- Immediately notify the Company if delivery is not effected within ten days of the Company’s invoice
Failing which the Company shall not be bound to bear the loss or damage.
- Where delivery is by instalments each delivery shall be considered as a separate Order and a failure of any delivery shall not vitiate the Order as to the others.
H. Price and Payment
- Prices do not include VAT.
- If between the date of quotation and delivery the cost of the whole or any part of the Goods is increased by reason of any increase in the costs to the Company of raw materials components direct labour transport duties or taxes payable to the Company exchange rates or any other cause whatsoever beyond the control of the Company the Company may increase the price charged to the Buyer to the amount of the aggregate increase in costs.
- Payment for the Goods shall be due thirty days from the date of the invoice or (if earlier) thirty days from the date of delivery of the Goods. Any discounts specified to the Company shall apply only where payment is so received.
- The Buyer shall not be entitled to make any deduction from the price in respect of setoff or counterclaim unless both the validity and the amount thereof has been admitted to the Company in writing.
- If payment of the price or any part thereof is not paid on the due date the Company shall be entitled:
- To refuse to make delivery of any further consignment of the Goods whether ordered at the due date or not without incurring any liability whatsoever to the Buyer for any delay in delivery and/ or
- To terminate the contract to which these conditions relate.
I. Title of Goods
- The Goods are at the risk of the Buyer from the time of delivery. Title to Goods shall remain with the Company until payment in full (in cash or cleared funds) has been received by the Company for those Goods and of any other monies due from the Buyer to the Company on any account. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company. The Company may, at any time, appropriate sums received from the Buyer as its thinks fit notwithstanding any purported appropriation by the Buyer.
- Until title to the Goods passes to the Buyer under condition 9.a) the Buyer shall hold the Goods on a fiduciary basis as the Company’s Bailee, keep the Goods separately and readily identifiable as the property of the Company, not destroy, deface or obscure any identifying mark on or in relation to the Goods, not attach the Goods to real property without the Company’s consent and maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.
- The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade (each an “Insolvency Event”), or any event analogous to an Insolvency Event occurs in respect of the Buyer in any jurisdiction in which it is situate, or the
- Buyer encumbers or in any way charges any of the Goods.
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
- At any time before title to the Goods passes to the Buyer (whether or not any payment to the Company is then overdue or the Buyer is otherwise in breach of any obligation to the Company) the Company shall (without prejudice to any other of its rights) retake possession of all or any part of the Goods or require delivery up to it of all or part of the Goods.
J. Guarantee Exclusion of Liability
Save in the case of Repairs in respect of which the warranty period is three months and save as hereinafter mentioned the Goods are warranted to be free from defect in workmanship and material for the period of six months from the date of delivery. Provided:
- The Company is given full particulars in writing of any claim prior to the expiration of such a period and within twenty eight days of the delivery of the alleged defect and the Goods have been stored installed maintained and used properly.
- Liability shall be limited at the Company’s option to replacement or repair or to a sum not exceeding the net invoice value of the defective Goods.
- Upon request the alleged defective Goods are returned to the Company at the Buyer’s expense.
- Unless otherwise expressly stipulated in the acceptance of the Order the Company’s obligation to repair or replace the Goods or to make a refund in respect thereof is the sole liability of the Company (except in respect of death or personal injury caused by negligence) as regards the quality fitness or description of the Goods and their correspondence with sample. All other representations warranties conditions terms and statements as regards the same expressed or implied statutory or otherwise are excluded. Except in respect of death or personal injury caused by negligence the Company shall be under no further liability to the buyer or others whether in contract or otherwise for any loss damage or injury of any kind whatsoever (including consequential loss or damage) however caused and whether or not arising through negligence directly or indirectly from or in relation to the Goods and/or to the quality fitness and/or description thereof and/or their correspondence with sample.
- Upon the Company in any way altering or modifying any of the goods (whether before or after delivery) at the request of the Buyer or upon the Buyer in any way altering or modifying the Goods or causing the goods to be altered or modified the foregoing warranty shall become null and void in relation to the Goods which have been so altered or modified and the Company gives no warranty in respect of any Goods consisting of products which have at the time been altered or modified at the request of the Buyer so as to differ in any way from the Company’s standard products. The Company gives no warranty in respect of such of the Goods as are not of the Company’s manufacture but shall pass on to the Buyer the benefit of any guarantee obtained by it from the manufacturer or supplier thereof (but so that nothing shall require the Company to commence litigation proceedings against such manufacture or supplier or to incur any material expense in connection with any such claim by the Buyer) all representations warranties conditions terms and Statements express of implied statutory or otherwise as regards any Goods referred to in this paragraph are excluded. Expect in respect of death or personal injury caused by negligence in the Company shall be under no liability to the Buyer or others whether in contract or otherwise for any loss damage or injury of any kind whatsoever (including consequential loss or damage howsoever caused an whether or not arising through negligence arising directly or indirectly from or in relation to the goods and/or to the quality fitness and/or description thereof and/or their correspondence with sample).
- The company shall not be liable for and gives no indemnity in respect of any claim of infringement of letters patent registered design trademarks and/or copyright in the supply or use of the Goods.
- The Buyer shall give the Company prompt notice of any such claim.
L. Force Majeure
The company shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the contract to which these conditions relate due to causes outside the reasonable control of the Company including but without prejudice to the generality of the foregoing act of God fire flood war and civil disturbance or riot acts of Government currency restriction labour disputes strikes unavailability of materials and/or failure of supplier carrier and/or subcontractor to deliver on time.
If any Insolvency Event occurs in respect of the Buyer, or any event analogous to an Insolvency Event occurs in respect of the Buyer in any jurisdiction in which it is situate, or if the Buyer shall commit any breach of any part of the Contract, the Company may, without prejudice to its rights and remedies under these conditions, stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the Contract immediately.
N. Origin of goods
The Company makes no representation and gives no warranty in respect of the sources or origin of manufacture or production of the Goods or any part thereof.
The contract to which these conditions relate shall be governed by English Law and any dispute arising between the Company and the Buyer shall be heard and determined by an English Court of competent jurisdiction or at the option of the Company shall be submitted to arbitration in London in accordance with and subject to the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.
Any notice purported to be given under these conditions to the Buyer shall be deemed to have been duly served and have been received by the Buyer in due course of post if sent by the Company by prepaid letter post addressed to the Buyer at the Buyer’s last known address.
- All technical data in the Company’s catalogue is subject to modification or correction without notice. Typographical and clerical errors in any material or sales documentation issued or published by the Company are subject to correction.
- The invalidity, illegibility or unenforceability of any provision of these conditions shall not affect the other conditions.
- A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
- These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.
- All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
- Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
- Any variation to these Conditions (including any special terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.
The headings do not form part of these conditions and shall not be taken into account in their interpretation.