Terms and Conditions
UNIVERSAL SOLUTIONS TRADING LIMITED
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS
These terms and conditions apply to all orders and supersede all others. Receipt and placement of order from you constitutes your acceptance that our conditions are the only conditions that apply to the contract. We always endeavour to provide you with the very best service and products. However, to comply with legislation we are required to supply you with this document.
Definitions and Interpretation
1.1 In these Conditions the following definitions shall apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 4.1 or 4.2 (as the case maybe).
Force Majeure Event: any events, circumstance or causes not within the Supplier’s reasonable control including without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by a supplier to, or subcontractor of, the Supplier; and (i) interruption or failure of utility service.
Goods: the goods (or any part of them) to be supplied by the Supplier to the Customer as set out in the Specification.
Order: the Customer’s order for the Goods.
Specification: any specification for the Goods agreed by the Customer and the Supplier.
Supplier: Universal Solutions Trading Limited registered in England and Wales with company number 07870145 and whose registered office address is Unit 1 Mucklow Hill Trading Estate, Halesowen, West Midlands, B62 8DF.
Warranty Period: has the meaning given in clause 6.1.
1.2 In these Conditions the following rules of interpretation shall apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
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. Without limitation any conditions of purchase put forward by the Customer are expressly excluded.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate and that the Specification meets it requirements.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Days from its date of issue.
3.1 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.1 shall survive termination of the Contract.
3.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4.1 Where it has been agreed that the Supplier shall deliver the Goods then the Supplier shall deliver the Goods to the agreed location (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Delivery of the Goods shall be completed upon the arrival of the Goods at the Delivery Location. Unless otherwise agreed by the Supplier in writing the Customer shall be responsible for unloading of the Goods at the Delivery Location.
4.2 Where it has been agreed that the Customer shall collect the Goods then the Customer or its agent shall collect the Goods from the Supplier’s premises at Unit 1 Mucklow Hill Trading Estate, Halesowen, West Midlands, B62 8DF or such other location as may be agreed with the Customer prior to delivery (Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready. Delivery of the Goods shall be completed on the loading of the Goods by the Supplier at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods by the Supplier are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery 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.
4.4 If the Customer fails to accept delivery of the Goods when the Supplier attempts to deliver them (or, as applicable, fails to collect the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready for collection) then, except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under the Contract:
4.4.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the sixth Business Day following the day on which the Supplier (a) first attempted to make delivery or (b) notified the Customer that the Goods were ready for collection (as applicable); and
4.4.2 the Supplier shall store the Goods and charge the Customer for all related costs and expenses.
4.5 If 10 Business Days pass after the day on which the Supplier (a) first attempted to make delivery or (b) notified the Customer that the Goods were ready for collection (as the case maybe) and the Customer has still not taken physical possession of the Goods, then without prejudice to any other rights or remedies the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting storage, transport 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.
4.6 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Cancellation and Variation
5.1 A request by the Customer to the Supplier to cancel a Contract will only be agreed to by the Supplier on condition that all the costs and expenses incurred by the Supplier up to the time of cancellation and all loss of profits and other loss or damage suffered or incurred by the Supplier as a result of the Customer’s cancellation are made good and paid by the Customer to the Supplier forthwith upon the Suppliers written request to the Customer.
5.2 No variation or amendment to the Goods requested by the Customer the subject of a Contract shall be binding on the Supplier unless agreed to by the Supplier in writing, including, as part of such agreement, any change to the price arising in consequence of the variation to the Goods. Any change in the price shall be ascertained by reference to the extra costs incurred by the Supplier in making the variation plus an appropriate profit margin. If the Supplier agrees to any such variation, any dates quoted for delivery of the Goods or performance may be extended by the Supplier accordingly.
6. Quality
6.1 The Supplier warrants that on delivery and for the duration of the Warranty Period the Goods shall:
6.1.1 conform in all material respects with their Specification; and
6.1.2 be free from material defects in design, material and workmanship.
and for the purposes of this clause 6.1 the Warranty Period shall be a period of 12 months from the date of delivery unless a different Warranty Period is specified in writing by the Supplier for the specific Goods in issue.
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
6.2.3 the Customer (if directed to do so by the Supplier) promptly returns such Goods to the Supplier’s place of business (or to such other location designated for this purposes by the Supplier) at the Customer’s cost, so as to enable the Supplier to assess the Goods returned and the merits of the warranty claim; and upon the Supplier being satisfied that the warranty claim is valid, the Supplier shall at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if one or more of the following events apply:
6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 the defect arises as a result of the use of spare parts and /or consumables not purchased from or specified or approved by the Supplier or the original manufacturer;
6.3.4 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
6.3.5 the Customer alters or repairs such Goods without the written consent of the Supplier; and
6.3.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 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.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. Any Goods repaired or replaced by the Supplier shall benefit from a warranty (a) equal to the remaining balance of the Warranty Period of the original Goods repaired or replaced supplied as at the date the claim is made or (b) period of one month from the date of repair or replacement, whichever is the longer period.
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
7.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.2.2 and clause 10.2.3 (inclusive),
7.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.4.1 it does so as principal and not as the Supplier’s agent; and
7.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.5 At any time before title to the Goods passes to the Customer, the Supplier may:
7.5.1 by notice in writing, terminate the Customer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
7.5.2 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.
8. Price and payment
8.1 The price and payment terms (including the need for the payment of a deposit by the Customer) in respect of the Contract shall be as set out in the Supplier’s quotation (or where applicable in any later document prepared by the Supplier and sent to the Customer prior to the Contract coming into force). The price shall be in payable pounds sterling unless otherwise agreed by the Supplier in writing. The Supplier reserves the right to have full payment on account including as regards new and/or overseas based customers.
8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods including where an increase is due to any one or more of the following: (a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, energy costs and other manufacturing costs; (b) increases in prices charged by the Supplier’s suppliers; (c) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or (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.
8.3 The price of the Goods: (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 (b) excludes the costs and charges of packaging, insurance and transport of the Goods which if incurred by the Supplier shall be invoiced to and payable by the Customer in addition. Unless agreed expressly in writing by the Customer the price of the Goods is also exclusive of any applicable duties and sales and other taxes and any other costs related to export and import clearance and related formalities which if incurred by the Supplier in relation to Contract shall be invoiced to and payable by the Customer.
8.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.5 The Customer shall pay each invoice submitted by the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract.
8.6 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 10, 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 8.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.7 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).
9. Limitation of liability
9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract shall limit or exclude any liability of the Supplier which cannot legally be limited or excluded, including liability for: (a) death or personal injury caused by negligence and (b) fraud or fraudulent misrepresentation.
9.3 Subject to clause 9.2 the Supplier shall not be liable to the Customer for any of the following types of loss whether direct or indirect, that is: (a) loss of profit, (b) loss of sales or business or contracts, (c) loss of production and (d) loss of or damage to goodwill.
9.4 Subject to clause 9.2 the Supplier shall not be liable for any indirect or consequential loss arising under or in connection with the Contract.
9.5 Subject to clause 9.2, clause 9.3 and clause 9.4 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with a Contract shall not exceed 100% of the contract price of that Contract; and for these purposes the Contract price does not include for the avoidance of doubt any value added tax, taxes, carriage and insurance costs.
9.6 This clause 9 shall survive termination of the Contract.
10. Termination
10.1 Without affecting any other right or remedy available to it, the Supplier party may terminate the Contract by giving the Customer written notice.
10.2 Without affecting any other right or remedy the Supplier terminate the Contract with immediate effect by giving written notice to the Customer if one or more of the following events occur:
10.2.1 the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 5 days after receipt of notice in writing to do so;
10.2.2 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.2.3 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
10.2.4 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.
10.3 Without affecting any other right or remedy available to it, 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.
10.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of the Services and all further deliveries of Goods under the Contract or under any other contract between the Customer and the Supplier if one or more of the following events occur: (a) the Customer fails to pay any amount due under the Contract on the due date for payment, (b) the Customer becomes subject to any of the events listed in clause 10.2.2 to clause 10.2.3, or (c) the Supplier reasonably believes that the Customer is about to become subject to any of them.
11. Consequences of termination
11.1 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 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.
11.2 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. 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.
12. General
12.1 – Force majeure: If the Supplier is prevented, hindered or delayed in or from performing any of its obligations under the Contract by as a result of a Force Majeure Event, then the Supplier shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
12.2 – Assignment and other dealings. The Supplier may at any time assign, transfer, subcontract, delegate or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, subcontract, delegate, 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.
12.3 – Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
12.4 – Variation. No variation to the Contract shall be effective unless it is in writing and authorised representatives of the parties.
12.5 – Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.6 – 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.
12.7 – Notices. 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 Supplier) or its principal place of business (in any other case). Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; and (b) if sent by pre-paid first-class post or by a next working day delivery service at 9.00 am on the second Business Day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.8 – Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.9 – 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. 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.
12.10 – Export Terms. Where the Goods are to be supplied by way of export from the United Kingdom (UK) then the following provisions of this clause 12.10 shall apply:
12.10.1 the latest version of the ‘Incoterms’ of the International Chamber of Commerce in force at the time when the Contract is made shall apply so far as they are not inconsistent with these terms and, unless otherwise expressly agreed in writing by the Supplier, the Goods are supplied ex-works the Supplier’s UK business premises;
12.10.2 where the Goods are sent by a route including sea transport the Supplier shall be under no obligation to give a notice under Section 32(3) of the Sale of Goods Act 1979;
12.10.3 the Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any customs or duties thereon;
12.10.4 unless otherwise specifically agreed in writing by the Supplier payment of all amounts due to Supplier under a Contract shall be made against a proforma Invoice; that is fully paid to the Supplier by the Customer before the Supplier is obliged to dispatch the Goods from its premises; and
12.10.5 the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.