The customer's attention is drawn in particular to the provisions of clause 10.

 

1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

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Business Hours: the period from 07:30 am to 16:30 pm on any Business Day.

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Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.

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Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

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Customer: the person or firm who purchases the Goods from the Supplier.

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Delivery Location: the location to which the parties have agreed the Supplier shall deliver the Goods.

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Despatch: means delivery of the Goods to the Delivery Location.

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Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

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Goods: the goods (or any part of them) set out in the Quotation.

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Price: the price payable for the Goods and Services as set out in the Quotation.

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Quotation; the quotation for the Goods and Services provided by the Supplier to the Customer.

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Services: the installation of the Goods by the Supplier at the location specified in the Quotation.

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Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier, and included in the Quotation. 

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Supplier: Unistow Global Limited (registered in England and Wales with Supplier number 10737177) with registered office address at 47 First Avenue, Zone 2, Deeside Industrial Park, Deeside, CH5 2NU.

                   

2. Basis of contract

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2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

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2.1 The Quotation shall only be valid and capable of acceptance for a period of 60 days from its date of issue.

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2.2 The Quotation constitutes an offer by the Supplier to supply the Goods and Services in accordance with the terms of the Quotation and these Conditions. The Customer is responsible for ensuring that the terms of the Quotation are complete and accurate.

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2.3 The Quotation shall be deemed to be accepted when the Customer provides written acceptance of the Quotation at which point, and on which date the Contract shall come into existence.

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2.4 Any samples, drawings, or advertising produced by the Supplier and any illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

 

2.5 The Customer may not cancel the Contract once the Contract has been formed, without the prior written agreement of the Supplier, and on condition that the Customer shall indemnify the Supplier in full against all losses, costs, damages, charges and expenses that the Supplier has incurred further to the Contract and will incur as a result of cancellation.

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3. Goods

3.1 The Goods are described in the Quotation.

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3.2 The Supplier reserves the right to amend the terms of the Quotation if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

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4. Delivery

4.1 The Supplier shall deliver the Goods to the Delivery Location at any time after the Supplier notifies the Customer that the Goods are ready.

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4.2 Despatch is completed on the completion of unloading of the Goods at the Delivery Location.

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4.3 Any dates quoted by the Supplier for Despatch are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in Despatch of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

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4.4 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

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(a) Despatch of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

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(b) the Supplier shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

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4.5 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for Despatch the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

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4.6 Despatch of the Goods may be by instalments, which shall be invoiced once Despatch of all instalments is complete, unless otherwise agreed. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

 

5. Quality

5.1 The Supplier warrants that upon completion of the Services, the Goods shall:

 

(a) conform in all material respects with the Quotation; and

 

(b) be free from material defects in design, material and workmanship.

 

5.2 Subject to clause 5.3, if:

 

(a) the Customer gives notice in writing to the Supplier within 5 Business Days of completion of the Services that some or all of the Goods do not comply with the warranty set out in clause 5.1; 

 

(b) the Supplier is given a reasonable opportunity of examining such Goods; 

 

(c) the Supplier agrees that the Goods do not comply with the Warranty;

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

 

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

 

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

 

(b) the defect arises because the Customer failed to follow the Supplier's verbal or written instructions as to the 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 the Supplier following any drawing, design or specification supplied by the Customer; 

 

(d) the Customer alters or repairs such Goods without the written consent of the Supplier; 

 

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

 

(f) the Goods differ from the Quotation as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

 

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

 

5.5 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.

 

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

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6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of Despatch.

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6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) of the price for the Goods.

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6.3 Until title to the Goods has passed to the Customer, the Customer shall: 

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(a) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

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(b) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d); and

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(c) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

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(i) the Goods; and

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(ii) the ongoing financial position of the Customer.

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6.4 Subject to clause 6.5, the Customer may  use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. 

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6.5 At any time before title to the Goods passes to the Customer, the Supplier may:

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(a) by notice in writing, terminate the Customer's right under clause 6.4 to use the Goods the ordinary course of its business; and

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(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

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7. Supply of Services

7.1 The Supplier shall supply the Services to the Customer in accordance with the Quotation in all material respects.

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7.2 The Supplier shall use reasonable endeavours to meet any dates for the Services either stated in the Quotation and confirmed following the Customer’s acceptance of the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

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7.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

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8. Customer's obligations 

8.1 The Customer shall:

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(a) co-operate with the Supplier in all matters relating to the Services;

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(b) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, or the premises of the Customer’s client as reasonably required by the Supplier to provide the Services;

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(c) provide the Supplier with such information as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

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(d) prepare the Customer's (or its client’s) premises for the supply of the Services in accordance with any instructions provided by the Supplier;

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(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

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(f) comply with all applicable laws in relation to the operation of its premises, including health and safety laws or procure the compliance of its client with all such laws;

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(g) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's (or its client’s) premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

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8.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

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(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

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(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and

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(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

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9. Price and payment

9.1 The Supplier may, by giving notice to the Customer at any time before Despatch, increase the Price to reflect any increase in the cost of the Goods that is due to:

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(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; 

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(c) any Customer Default; or 

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(d) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. 

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9.2 The Price: 

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(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

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(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

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9.3 The Supplier may invoice the Customer for the Goods on or at any time after the completion of the Services.

 

9.4 The Customer shall pay each invoice submitted by the Supplier:

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(a) within 30 days of the date of the invoice or earlier in accordance with any credit terms specified by the Supplier in the Quotation; and

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(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

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9.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

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9.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

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9.7 The Customer shall indemnify the Supplier in full and hold it harmless from all expenses, costs and liabilities it may incur (directly or indirectly including financing costs, legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due to the Supplier) following any failure by the Customer to make payment by the due date.

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10. Limitation of liability

10.1 The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

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10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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10.3 Nothing in the Contract limits any liability for:

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(a) death or personal injury caused by negligence;

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(b) fraud or fraudulent misrepresentation; 

 

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; 

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(d) defective products under the Consumer Protection Act 1987; or

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(e) any liability that legally cannot be limited.

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10.4 Subject to clause 10.3, the Supplier's total liability to the Customer shall not exceed the Price.

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10.5 Subject to clause 10.3, the following types of loss are wholly excluded:

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(a) loss of profits;

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(b) loss of sales or business;

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(c) loss of agreements or contracts;

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(d) loss of anticipated savings;

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(e) loss of use or corruption of software, data or information;

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(f)  loss of or damage to goodwill; and

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(g) indirect or consequential loss.

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10.6 This clause 10 shall survive termination of the Contract.

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11. Termination

11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

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(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fifteen Business Days of that party being notified in writing to do so; 

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(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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), having a receiver appointed to any of its assets or ceasing to carry on business; 

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(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

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(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

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11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods and Services under the Contract if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

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11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

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11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

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11.5 Termination of the Contract, however arising, shall not affect any of the parties' 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.

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11.6 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.

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12. Force majeure

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Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Contract by giving written notice to the affected party.

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13. General

13.1 Assignment and other dealings.

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(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

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(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

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13.2 Confidentiality.

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(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, prices, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2(b).

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(b) Each party may disclose the other party's confidential information:

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(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and

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(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

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(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

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13.3 Entire agreement.

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(a) The Contract constitutes the entire agreement between the parties.

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(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

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13.4 Variation. No variation of this Contract shall be effective unless it is in writing (which shall include email) and signed by the parties (or their authorised representatives).

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13.5 Waiver.

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(a) A waiver of any right or remedy is only effective if given in writing. 

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(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

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13.6 Severance. 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. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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13.7 Notices.

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(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case)

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(b) Any notice shall be deemed to have been received:

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(i) if delivered by hand, at the time the notice is left at the proper address;

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(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

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13.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

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13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.