STANDARD CONDITIONS OF SALE
In these conditions of sale ‘Seller’ shall apply to UV Technology Ltd. ‘Buyer’ shall apply to the person, firm or company from whom instructions to supply have been received by the Seller. ‘Goods’ shall include both products and services. ‘Order’ shall mean the contract formed by the acceptance of the Seller’s offer whether express or implied.
2. APPLICATION OF CONDITIONS
All orders are accepted upon and all offers made by the Seller are subject to the following conditions of sale and any such further conditions, if any, embodied in the Seller’s offer or acceptance of an order. Unless any terms discussed or arising from any previous course of business between the Seller and the Buyer are specifically incorporated they shall not form part of the order. Any terms and conditions in any document of the Buyer inconsistent with or in any way qualifying these conditions shall not apply unless expressly agreed in writing by the Seller. Wherever written confirmation by the Seller is deemed to be required under these conditions then this confirmation must be signed by an authorised official on behalf of the Seller. The headings of these conditions are included for guidance only and shall not affect their interpretation.
3. FORMATION OF CONTRACT
No binding order shall be deemed to have been effected until confirmed in writing as such by the Seller. Any later modification to order shall be subject to the Seller’s written confirmation. Unless otherwise stated in writing all offers, verbal or written, are made without engagement. Acceptance of the Seller’s offer implies the Buyer’s acceptance of the terms and conditions specified herein.
Unless otherwise noted or previously withdrawn the Seller’s quotation is open for acceptance within 30 days only from the date thereof and is subject to confirmation by the Seller following any acceptance by the Buyer. Acceptance of a quotation must be accompanied by sufficient information to enable the Seller to proceed forthwith.
5. AVAILABILITY OF RAW MATERIALS AND SPECIAL TOOLS
Orders are accepted subject to the Seller being able to obtain at all necessary times the raw materials, bought-in components and any special tools required to execute the order.
6. OWNERSHIP OF SPECIAL TOOLS
Unless otherwise agreed in writing by the Seller all tools, dies, patterns and other items made or purchased specifically for the execution of the Buyer’s order shall remain the property of the Seller notwithstanding any charge made to the Buyer in respect thereof.
Prices quoted by the Seller are based on cost at date of quotation including without limitation material prices ruling on the London Metal Exchange and the Buyer shall be responsible for any increase in cost to the Seller of materials, labour and/or of other production costs between the date of quotation and the despatch of goods. Quoted prices are also subject to increase in the event that goods stipulated by the Buyer’s order are modified or changed at the Buyer’s request. Unless otherwise specified the price quoted by the Seller excludes packing and delivery charges.
8. ORDER CANCELLATION
The Buyer may cancel any Order; provided that Buyer be responsible for any reasonable abortive costs incurred by the Seller. The Seller will charge the Buyer and the Buyer will pay a fee of not less than 25% of the Supply Price for the cancelled Order.
Every effort will be made to meet any specified delivery date but time shall not be of the essence of delivery of any order unless otherwise agreed in writing. In no circumstances shall failure of the Seller to deliver on or before any specified delivery date entitle the Buyer to rescind or terminate the order or make the Seller liable in any way for the consequences of the delay. If no time for delivery is specified in the order then the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller. In all cases where through causes outside the Seller’s control the goods are not accepted then the Seller shall be entitled to charge the Buyer in respect of additional costs incurred. The Seller reserves the right to deliver by instalments. Material from stock is offered subject to being unsold upon receipt of order. Delivery of goods will be made by any method of transport at the Seller’s option.
10. DEFERMENT OF DELIVERY
In any case in which the Buyer has given firm instructions to proceed with the manufacture of goods and has subsequently asked the Seller to defer delivery of any goods or if the Seller should in any way be hindered or prevented from delivering all or any part of an order in line with the Buyer’s instructions then all completed goods will be invoiced, any goods partly manufactured will be completed and invoiced and any components held in stock for the eventual manufacture of previously scheduled goods may be invoiced at cost. The Seller also has the right to invoice holding and storage charges from time to time.
11. CLAIMS FOR DAMAGE, SHORTAGE OR LOSS
No claim for damages in transit or storage of delivery will be accepted unless separate notice in writing is given to the carriers concerned and to the Seller within 3 days of receipt of goods. Where goods are accepted without being checked they must be signed for as ‘Not Examined’. No claim for loss of goods will be accepted unless notice in writing is given to the Seller within 5 days from the date of despatch.
Unless otherwise specified the Seller shall be responsible for the transit of goods to the Buyer and the risk in the goods shall pass to the Buyer on delivery to the Buyer’s works, or collection from the Seller’s works or at the Buyer’s specified point of delivery. Where goods are supplied for export from the United Kingdom, the risk in the goods shall pass to the Buyer immediately the goods are placed on board ship or with the carrier if delivery is not by ship.
Unless otherwise stipulated in writing by the Seller payment shall be made within 30 days from the date of the Seller’s invoice. Failure on the part of the Buyer to make the payment in satisfaction of the price by the due date shall give the Seller the right to terminate the order and to withhold any outstanding or future deliveries of goods but without prejudice to any right of the Seller under these conditions. If any sum remains unpaid after the end of the month following that in which the goods to which it relates were despatched then the Seller reserves the right to charge interest, (both before and after judgement), on the unpaid amount at the rate of 2.5% above Santander Bank Plc base rate for each month during which the amount remains unpaid. Such interest shall be due for payment immediately on invoice by the Seller. Time for payment shall be of the essence.
14. RESERVATION OF OWNERSHIP
Goods supplied by the Seller shall remain the property of the Seller until payment in full of the invoice relating to such goods has been made in full. If the Buyer should resell or purport to resell the goods the right of the Buyer to receive the proceeds of any such sale shall vest in the Seller to the extent that the Seller remains unpaid by the Buyer and ownership in the goods shall not pass from the Seller until either the Buyer or the sub-purchaser has paid the Seller in full. If any distress or execution shall be levied upon the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Buyer or if the Buyer is a limited company and any resolution or petition to windup such company’s business shall be passed or presented or if the Receiver of such company’s undertaking property or assets or any part thereof shall be appointed then in any such case the Seller shall be entitled immediately after giving notice of any intention to repossess any goods or products to which they have title hereunder. Nothing in this condition shall confer any right upon the Buyer to return the goods sold hereunder or to refuse or delay payment thereof unless otherwise agreed in writing by the Seller.
The Seller shall without prejudice to any other remedy available to it have in respect of all unpaid debts due from the Buyer a general lien on all goods or property of the Buyer in the possession of the Seller for whatever purpose and whether worked upon or not and shall be entitled on the expiration of not less than 14days notice in writing to the Buyer to dispose of such goods or property as the Seller shall think fit and to apply the proceeds of such disposal in or towards the satisfaction of such debts.
16. SPECIFICATIONS AND DRAWINGS
The Seller retains copyright in all of his designs, drawings and specifications. Particulars provided are for the information of the Buyer only and are not to be disclosed to any third party without the Seller’s prior written consent. All or any designs, drawings and specifications submitted by the Seller shall remain his property and shall be returned to the Seller on demand.
To the best of the Seller’s knowledge goods sold to the Buyer will not infringe any patent, trade mark, registered design or copyright of any third party but the Seller shall in no circumstances be liable to the Buyer in respect of any such infringement. When the goods are supplied to the Buyer’s own designs the Buyer shall be liable for and shall indemnify the Seller in respect of any infringement of any such rights of any third party.
18. TECHNICAL PERFORMANCE
Any performance figures given by the Seller are based upon results obtained from calculations and/or tests carried out in the Seller’s works. In the absence of a specific and express written guarantee by the Seller the Seller shall not be under any liability if any performance figures are not obtained. Any such guarantee shall provide a reasonable time and opportunity for the Seller to comply with the terms of the guarantee. The Seller shall not be liable to the Buyer for any defect with respect to the goods or any failure on the goods to meet the purpose for which they are intended found to be due to any defect in any designs, instructions or other materials supplied to the Seller by the Buyer. All or any designs, drawings, specifications and/or recommendations submitted proposed or made to the Buyer by the Seller as part of any quotation or otherwise howsoever are subject to approval by the Buyer. In giving or withholding such approval the Buyer shall exercise his own skill and judgment and shall not rely on the skill and judgment of the Seller. In the absence of any written objection from the Buyer notified to the Seller on or before receipt by the Seller of the Buyer’s order for goods to be produced in accordance therewith such designs, drawings, specifications and/or recommendations shall be deemed to have been approved by the Buyer and to be suitable for the Buyer’s purpose and the Seller shall not be liable to the Buyer for any failure in such designs, drawing, specifications and or recommendations or in the goods supplied in accordance therewith to meet the purpose for which they are intended. If the Buyer should require any specific test or test in the presence of others these will be charged for at a proper cost.
19.1 The Seller guarantees that the goods will be free from defects in material and workmanship. All other guarantees, conditions and representations whether express or implied by statue or otherwise are hereby expressly excluded. This guarantee does not apply to defects in parts or failures in performance caused by wear and tear, misuse or neglect and repairs or alterations carried out during the guarantee period without the Seller’s written consent.
19.2 The Seller’s liability and the Buyer’s exclusive remedy for goods which prove defective under proper use shall be expressly limited, at the Seller’s option, to the repair of the defective goods, the shipment of equivalent goods, the repayment of the purchase price upon return of the goods or the grant of a reasonable allowance on account of any defects, including any failure to meet a specific performance guarantee if given by the Seller.
19.3 Any claim hereunder in order to be valid must be notified in writing to the Seller within 12 calendar months from the date of delivery of the goods provided that in the case of defects reasonably ascertainable on inspection claims in order to be valid must be notified in writing to the Seller within 14 days of receipt of goods by the Buyer. Liability under the terms of this guarantee cannot be accepted if the Seller’s identification label, where originally fitted, has been removed from the goods. Any guarantee period applying the case of electrical equipment and any bought-in component shall be such period as is offered in any manufacturer’s guarantee of such equipment. Any alleged fault or failure in performance will be initially investigated by the Seller. All costs including labour and executive time, travelling and hotel expenses of and incidental to such initial investigation will be charged to the Buyer unless the Seller can accept any liability under the terms of this guarantee. The Buyer shall not return any goods without the Seller’s prior written authorisation. Any goods replaced under this clause shall become the Seller’s property.
19.4 Without limiting the generality of the foregoing provisions the Seller shall not be responsible or liable for any claims by the Buyer for any indirect or consequential loss or damage arising out the supply of goods hereunder. Nothing in these conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or fraudulent misrepresentation.
20. FORCE MAJEURE
The Seller does not accept any liability for any direct or indirect loss arising from non-delivery or delay in delivery of any goods as a result of inability to secure labour materials or supplies or as the result of war, strike, lock-out or other labour dispute, fire, food, explosion, government restriction, legislation or act of God or any other cause, whether of the foregoing class or not, beyond the control of the Seller.
21. PROPER LAW
This Contract shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts except to the extent that the Seller may invoke the jurisdiction of the courts of any other country.