Legal Information, Terms & Conditions

1. DEFINITIONS
1. "Seller" means Unique Work Surfaces whose registered office is Unit 5, Hightown Industrial Estate, Lumbley Street, Castleford WF10 5LN
2. "Buyer" means the person who buys or agrees to buy goods from the Seller.
3. "Goods" means the articles which the Buyer agrees to buy from the Seller.
4. "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
5. "Contract" means the contract between the Buyer and the Seller for the supply of Goods subject to the Conditions.
2. CONDITIONS APPLICABLE
1. These Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.
3. QUOTATIONS AND SAMPLES
1. The prices, quantities and delivery times stated by the Seller are not binding on the Seller although the Seller makes all reasonable efforts to achieve these commercial estimates.
2. Any samples given by the Seller correspond with the Goods as far as is reasonably possible however this is not a sale by sample and the samples are not to be treated as forming part of the Contract.
4. ORDERS
1. Orders are accepted by the Seller subject to availability of Goods.
2. Orders taken by telephone will not be accepted unless confirmed in writing.
5. DELIVERY AND ACCEPTANCE
1. Goods shall be delivered by a method of transport the Seller considers suitable to the address requested by the Buyer.
2. The Seller shall not be liable to the Buyer for any loss or damage whether direct, indirect or consequential if it is delayed in part or in whole in delivering the Goods.
3. If the Buyer refuses to take delivery of the Goods within the Buyer's normal working hours on the date of delivery the Seller may store the Goods at the Buyer's risk and the Buyer shall be responsible for all costs and expenses of storage and additional carriage incurred. If after 14 days the Buyer fails to take delivery of the Goods the Seller may rescind the Contract and sell the Goods to a third party. Any costs incurred by the Seller or losses made against the Contract price in the resale of the Goods will be borne by the Buyer and payable on demand.
4. The Buyer must inspect all Goods immediately upon delivery. If any Goods are damaged or lost the Buyer must notify the Seller in writing within 7 days of the delivery of the Goods. After this period the Buyer shall be deemed to have accepted the Goods and the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
6. RISK
1. Except as otherwise provided in these Conditions the risk of loss or damage to the Goods passes to the Buyer upon delivery.
2. The Buyer shall insure the Goods from the time that risk passes to their full reinstatement value.
7. PRICE
1. The price payable for the Goods is as stated in the Seller's price list unless otherwise stipulated in writing by the Seller.
2. The price quoted is exclusive of delivery charges, Value Added Tax, customs duties and all other taxes.
3. The Seller may at any time increase the price payable for the Goods by an amount equal to the increase in the Seller's costs in carrying out its obligations under the Contract (limited to an increase in the manufacturers cost). Where delivery is by instalments the Seller shall be entitled to increase the price as stated in this clause in respect of any Goods undelivered at that time.
8. PAYMENT
1. If the Seller has agreed in writing to grant the Buyer credit facilities the Contract price shall be paid within 30 days of the date of the invoice.
2. If no credit facilities have been agreed the Contract price shall be paid on or before delivery of the Goods.
3. In the case of late payment the Seller reserves the right to charge interest at the daily rate equivalent to 3% per annum above the base rate of Barclays Bank Plc from time to time in force and such interest shall accrue on the balance outstanding at such a rate after as well as before judgement.
9. RETENTION OF TITLE
1. The Buyer shall own the Goods only once:
* they have been paid for in full
* all other goods supplied by the Seller either previously or subsequently have been paid for in full
2. Until then they belong to the Seller and the Buyer shall deal with them only in the way set out in this clause.
3. The Buyer shall ensure that the Goods can be identified and separated easily from other goods held by the Buyer by storing them separately or labelling them and by keeping stock records.
4. The Buyer shall keep the Goods stored properly and protected from damage and shall insure them to their full reinstatement value. The proceeds of any insurance claim shall belong to the Seller.
5. The Buyer shall not sell, give, pledge, lend or otherwise dispose of the Goods except that it may sell the Goods on behalf of the Seller in the ordinary course of its business.
Until the Buyer has satisfied the conditions in 9.1 above:
* the Seller shall own the proceeds of sale
* the Buyer shall transfer the proceeds to the Seller immediately on demand
* the Buyer shall at the Seller's request notify buyers or potential buyers of the Seller's ownership of the Goods
* the Buyer shall at the Seller's request immediately assign to the Seller any debts arising from the sale. Until notified by the Seller, the Buyer may collect these debts on behalf of the Seller. If the Seller so requests, the Buyer shall promptly take such actions as are necessary to perfect the assignment.
6. The Seller may treat any payment from the Buyer as being for Goods that the Seller no longer owns, whatever purpose the Buyer gives to the payment.
7. If any payment from the Buyer to the Seller is overdue or the Buyer is in breach of any Contract with the Seller or the Seller considers that its ownership of the Goods may be put in jeopardy by the Buyer continuing to hold them, the Seller may do any or all of the following:
* cancel any contract
* hold any Goods that the Buyer has paid for but which have not yet been dispatched as security for any sums due to the Seller
* reclaim the Goods without cancelling the Contract
* sue for damages and the price of the Goods.
8. The Buyer shall allow the Seller to enter its premises without notice at any time within normal business hours to inspect the Goods and to remove them (and may use reasonable force to do so).
9. The Seller may sue for the price of the Goods even if the Buyer does not own them.
10. The Buyer shall immediately notify the Seller in writing if anyone threatens to issue any form of insolvency proceedings against the Buyer or to seek to appoint a receiver or manager over any of the Buyer's property, and shall notify the Seller in writing before initiating such proceedings or entering into any voluntary arrangement or composition with its creditors.
10. WARRANTIES
1. Subject to sub-clauses 10.2, 10.3, 10.4, 10.6 and 10.7 of the clause the Seller warrants that the Goods shall be on delivery:
1. conform as to description and quantity with the particulars stated in the Seller's invoice for the Goods;
2. be of sound materials and workmanship.
2. The warranties contained in sub-clauses 10.1.1 and 10.1.2 of this clause shall only apply if the Buyer shall give notice in writing to the Seller addressed to it at 21 Woodside, Sharlston Common, Wakefield WF4 1DF of any matter by reason whereof the Buyer may allege that the Goods are not in accordance with the Contract. Such notice shall be given in respect of any complaint in sub-clause 10.1 of this clause, within 7 days of delivery of the Goods to the Buyer and in respect of any complaint in sub-clause 10.1.2 of this clause, within six months of delivery of the Goods to the Buyer.
3. If the Seller shall so require, after receiving notice in writing from the Buyer of any alleged matter by reason whereof the Goods are not in accordance with the Contract, the Buyer shall return the Goods to such place as the Seller shall specify and the transit of the Goods to and from such place shall be at the Buyer's expense and risk.
4. If it is proved to the Seller's satisfaction that the Goods are not in accordance with the Contract, the Seller's sole obligation under the warranties contained in paragraph 10.1 shall at the Seller's option in respect of any short quantities be to make up any such short quantities or to give credit therefore and in respect of any such other warranty be to repair the faulty Goods or replace them with the goods of the same kind or to give the Buyer credit for the faulty Goods.
5. The warranties covered in paragraph 10.1 of this clause shall not cover any faults caused by accident, misuse, neglect, tampering with the Goods or any part thereof or any attempt at adjustment or repair by any person other than the Seller's agent or representative.
6. The warranties contained in paragraph 10.1 of this clause are given in lieu of and to the exclusion of all other conditions, warranties and representations as to the Goods design, specifications, performance, quality or fitness for any particular purpose thereof whether express or implied (by statement or otherwise) and neither the Seller nor its servants or agents shall be liable whether in contract, tort or otherwise for any loss, damage or expense, whether to person or property, howsoever caused, whether direct, indirect or consequential, suffered by the Buyer his servants or agents or any third party arising out of or in connection with the Contract or the Goods.
7. The Seller excludes all other warranties, conditions or terms relating to fitness for purpose, quality or conditions of goods whether implied by statute, common law or otherwise.
11. SET-OFF
No claims arising out of or in respect of the Contract or any other contract between the parties shall excuse the payment of the Contract price when due and no right to set-off shall exist in favour of the Buyer.
12. FORCE MAJEURE
The Seller shall not be liable to the Buyer for any loss or damage caused to or suffered by the Buyer as a direct or indirect result of the supply of the Goods by the Seller being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the Seller including but without limitation, fire, labour dispute, flood, act of God or any circumstances affecting the provision of any of the Goods or part thereof by the Seller's usual source of supply.
13. CANCELLATION OF CONTRACT
1. The Contract once placed and accepted cannot be cancelled except with the Seller's written consent and on terms which will indemnify the Seller against any loss incurred thereby. In particular it should be noted that the Seller is unlikely to be able to mitigate any loss it may suffer in respect of cancellation of orders to Buyer's particular specifications. Where the Goods are returned by the Buyer without the Seller's consent other than under the provisions of these Conditions they will not be accepted for credit.
2. If the Buyer defaults in complying with any of these Conditions or those of any other Contract between the Seller and the Buyer or in the event of the Buyer becoming bankrupt or being a company, if an order shall be made or resolution passed for the winding up of the Buyer (except for the purpose of amalgamation or reconstruction only), or if a receiver shall be appointed of any of the Buyer's property or if distress or execution shall be levied against the Buyer or if the Buyer should stop payment or shall cease to carry on the same or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Buyer shall make any arrangement or composition with creditors, the Seller may refuse to make any further deliveries (if any) under the Contract and may, without prejudice to any other rights to which it shall then be entitled, cancel the Contract without notice and in the event of such cancellation any deposit paid by the Buyer to the Seller shall thereupon be forfeited.
14. SEVERANCE
If any part of this Contract is ineffective under the law by prohibition or non-conformity or formality it will be deemed to be deleted or altered to the extent required to ensure that the remainder of the Contract is unaffected.
15. NOTICES
Notices shall be sent in writing to the appropriate party at their usual address for correspondence and shall be deemed to be received:
* on the date of transmission if sent by electronic means;
* on the date of delivery if delivered by hand;
* two days after posting if sent by first class post;
and in proving service it shall be sufficient to prove that the current confirmation of transmission has given in the case of electronic means and that the envelope containing the notice was properly addressed, stamped and posted or delivered in the case of postal or hand delivery.
16. PROPER LAW
This Contract shall be governed by the laws of England and Wales and the parties agree to subject themselves to the jurisdiction of the English Courts.