In these conditions:
“The Company” means UK General Trading Co. Ltd.
“The Buyer” means the persons, firm or company entering into the contract with the Company.
“The Conditions” means the conditions herein contained relating to the sale of the goods.
“The Contract” means the contract between the Company and the Buyer, createdupon acceptance of the Buyer’s order.
“The Goods” means the goods supplied hereunder in accordance with the order.
“The Order” means the order placed by the Buyer, based on the Company’s quotation.
“The Quotation” means the quotation provided by the Company to the Buyer.
(a) Quotations for and acceptance of all orders are subject to these conditions and shall govern the contract to the exclusion of all other terms and conditions. The Buyer shall be deemed to have accepted these conditions on placing the order.
(b) No addition to or variation from these terms and conditions shall have effect unless the same are expressly accepted by the Company in writing under the hand of a director of the Company.
(c) The conditions represent the entire agreement and understanding of the parties and supersede any prior agreements, representations or undertakings.
(a) The price for goods will be as provided in the quotation, and confirmed to the Buyer in the Company’s invoice.
(b) The Company reserves the right to vary from the price quoted to the extent that such variation is required to cover increases in the cost of supplying the goods between quotation and delivery to the Buyer. Prices at the date of delivery shall therefore prevail.
(a) Payment shall be made within 30 days following the month of invoice unless otherwise agreed and confirmed to the Buyer in the Company’s invoice.
(b) The Buyer shall pay 50% as a deposit for custom orders before Company can begin working on the order and 50% payment before dispatch.
(c) Time for payment shall be of the essence, and the Buyer shall have no right of set-off, statutory or otherwise.
(d) The Company reserves the right to charge interest on all overdue amounts at the rate of 8% above the base reference rate of The Bank of England from the due date for payment. The Company shall also be entitled to claim compensation for debt recovery costs as set out by the Late Payment of Commercial Debts Regulations 2002.
(f) The Company may at any time require from the Buyer full or partial payment of the price prior to delivery or collection. Orders valued in excess of £25,000 will be subject to stage payments.
(g) Company only accept transactions by bank transfer and don’t accept cheques.
(h) All prices quoted are exclusive of VAT, carriage, insurance, packing and all other duties, taxes or levies required to be paid under the contract.
QUOTATION, ORDER & DELIVERY
(a) Any quotation given by the Company is only valid for the period mentioned on it, unless otherwise agreed in writing and provided always that it shall not have been withdrawn previously by the Company.
(b) No order placed with the Company shall result in a binding contract unless accepted by the Company in writing.
(c) Time of delivery is not of the essence and the Company shall not be liable for any loss or damage whatsoever suffered by the Buyer as a result of any delay in delivery or failure to deliver. However the company will make all reasonable efforts to comply with pre-arranged delivery timescales.
(d) The Company reserves the right to make delivery by more than one instalment, each of which shall constitute a separate contract and the Buyer shall not be entitled to refuse to accept delivery of any instalment or to treat the Contract as repudiated.
(e) The appointment of carriers is at the Company’s sole discretion unless the Buyer indicates a specific carrier prior to quotation.
(f) All reasonable efforts will be made by the Company to fulfil delivery dates provided that reasonable notice of such date is given by the Buyer. Time is not of the essence in the contract.
RISK, PROPERTY RIGHTS & INTELLECTUAL
(a) Risk in the goods passes on delivery.
(b) Title in the goods will not pass to the Buyer until payment in full of the invoice.
(c) Where the Buyer sells goods on to a third party title will pass immediately before the goods are delivered to such third party.
(d) Where goods are attached to, or incorporated in other goods, or altered, title will not pass by virtue of such attachment or alteration, where the goods can be detached or removed.
(e) The Buyer is required to store the goods supplied separately from any other goods in its possession until title has passed in accordance with sub-paragraphs (b) and (c) above.
(f) If the Buyer is overdue in payment for the goods or other goods supplied by the Company, the Company may recover and sell the goods. The Company shall be entitled to take possession of the goods and is hereby granted licence to enter the Buyer’s premises for such purpose and may, if necessary, detach or remove the goods from other goods or equipment. This will not effect any other right the Company may have against the Buyer.
(g) The Buyer will keep the Company indemnified in full against all liability, loss, damage, injury, claim, action, demand, expense or proceeding in respect of any infringement or alleged infringement of any IPR resulting from any compliance by the Company with the Buyer’s instructions, whether express or implied.
(h) Nothing in these conditions will be construed as any representation or warranty by the Company that the design, manufacture, use or sale of the Goods is not an infringement of any third party intellectual property rights and the Buyer acknowledges that the Company only transfers such title as the Company has.
(i) Until payment for the goods and all other goods which are supplied under these conditions:
i. the Buyer shall hold the goods upon trust for the Company.
ii. if the goods are sold the Buyer shall hold the proceeds of sale on trust for the Company in a separate bank account specifically designated for this purpose.
iii. the Company reserves the right to trace the proceeds of sale received into any bank or other account which the Buyer maintains.
iv. if the goods are sold the Company may by written demand require an assignment of the Buyer’s right to recover the price from any third party.
v. if the Buyer incorporates the goods into, or uses the goods for manufacture of other goods, before payment in full of the price, the Company shall be entitled to take possession of the new goods and is hereby granted a licence to enter the Buyer’s premises for the purpose of recovering the new goods. The Company shall be entitled to sell the new goods (subject to any third party rights therein) and shall retain from the proceeds of sale the amount outstanding to the Company for the goods and pay any balance remaining to the Buyer.
(a) All returns the Buyer should be discussed, and there should be essential reasons for the return and must be agreed with the Company and the supplier or manufacturer.
(b) The Company will not accept the return of any goods without its prior written consent.
(c) Where such consent is provided goods shall be returned at the Buyers expense.
(d) Credit for goods returned will be provided by the Company at the goods resale value, less a handling.
WARRANTY & LIABILITY
(a) The Company upon request will assign to the Buyer the benefit of any warranty it has in respect of goods manufactured by a third party and supplied by the Company. For the avoidance of doubt the period of warranty will begin from date of delivery.
(b) The warranty given in paragraph (a) is subject to the following conditions.
i. the Company shall be under no liability in respect of any defect in the goods arising from any specification of the Buyer provided in its order or any tender.
ii. the Company 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 Company’s instructions, misuse or alteration or repair of the goods without the Company’s written approval.
iii. the Company shall be under no liability under the above warranty if the total price for the goods has not been paid by the due date for payment.
iv. the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee provided by the manufacturer thereof to the Company.
(c) Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are expressly excluded to the extent permitted by law.
(d) Except in respect of death or personal injury caused by the Company’s negligence (or implied under the Consumer Safety Act 1987) the Company shall not be liable to the Buyer by reason of any representation, implied warranty, condition or other term 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 arising out of the supply of goods and the Company’s liability for direct loss (otherwise than for death or personal injury) shall be limited to the value of the invoice for the contract.
Subject to any liability of the Company in accordance with clause 9 the Buyer shall indemnify the Company in respect of any claim made by any third party in connection with the Goods or any use to which the goods may be put by the Buyer.
The Company may make such alterations or modifications as it deems necessary to the goods or their manufacture without notice to the Buyer from time to time.
(a) The Buyer will keep confidential all technology, technical data, commercial information, know-how, specifications, inventions, processes, initiatives and other information which is of a confidential nature and which has been disclosed to the Buyer by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Buyer may obtain as a result of or in connection with the Contract.
(b) The Buyer will restrict the disclosure of the confidential information to such of its employees, agents or subcontractors as need to know the same and will ensure that such employees, agents or subcontractors are subject to equivalent obligations of confidentiality as bind the Buyer.
HEALTH & SAFETY
The Company has provided the Buyer with any product and technical information available on the safe use, storage, handling and distribution of the Goods. The Buyer shall be responsible for complying with all statutes, regulations and any codes of practice applicable thereto.
Without prejudice to any other remedies the Company may have against the Buyer. The Company may terminate the contract on notice to the Buyer, upon the Buyer becoming bankrupt or insolvent or upon a resolution to wind up the Buyer being passed or a receiver, administrative receiver or administrator being appointed and shall be entitled to take possession of all goods supplied and unpaid for, in accordance with paragraph 6 hereof.
Unless otherwise agreed in writing by the Company, the Company reserves the right to create marketing related material, including but not limited to case studies, mail-shots, e-shots, testimonials and promotional editorials based on any and all sales to the Customer.
WAIVER & SEVERANCE
(a) Any indulgence granted by the Company to the Buyer and any failure by the Company to insist upon strict performance of these terms and conditions shall not be deemed a waiver of any of the Company’s rights or remedies nor be deemed a waiver of any subsequent default by the Buyer.
(b) The invalidity in whole or in part of any clause in these Conditions shall not affect the validity of the remainder of the clauses or these Conditions.
Neither the Company nor the Buyer shall assign or transfer the contract or the benefits thereof without the prior written consent of the other party.
Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class registered post, fax to the party concerned at its registered office or principal place of business or emailed to the party concerned. Notices sent by first class registered post shall be deemed to have been given seven days after despatch, notices sent by fax or email shall be deemed to have been given twenty four hours from the date of despatch.
The Contract shall be governed by and construed in accordance with English law and any disputes arising shall be subject to the exclusive jurisdiction of the English Courts.