- 1.1 "Company" Ulva Insulation Systems Limited
- 1.2 "Customer" the customer of the Company
- 1.3 "Contract" any contract entered into for the supply of Goods by the Company to the Customer
- 1.4 "Goods" any goods forming the subject matter of any Contract including (where the context so admits) services and any goods belonging to the Customer on which the Company performs services quotations, contracts and variations
ULVA Insulation Systems Limited
Conditions of sale (domestic and overseas)
- 2.1 Quotations are for discussion and negotiation only and may be withdrawn at any time and in any event shall be deemed to have been withdrawn after 90 days from the date of the quotation or other therein stated.
- 2.2 These conditions shall be incorporated in all Contracts to the exclusion of any terms or conditions referred to by the Customer and supersede any previous conditions of sale of the Company. Acceptance by or on behalf of the Customer of any delivery or performance tendered by the Company shall in any event be conclusive evidence of the Customer's acceptance of these conditions.
- 2.3 Each Contract supersedes all previous oral or written communications between the Company and the Customer not referred to in any written acknowledgement by the Company of the Customer's order and the Company does not authorise the giving of representations on its behalf by any person unless confirmed in writing and signed by a director of the Company or the Company Secretary.
- 2.4 No amendment of any Contract or these conditions shall bind the Company unless in writing and signed by a director of the Company or the Company Secretary. The variation of any contract or the exercise of any right of termination or otherwise hereunder shall not require the consent of any third party.
- 3.1 The Company's prices exclude VAT where applicable and all other taxes or duties of whatsoever kind and unless otherwise agreed in writing by the Company are those ruling at the date of despatch of the Goods ex the Company's works exclusive of carriage, insurance and packing. The Company also reserves the right, at the Company's discretion, to vary any prices quoted by it for any costs incurred by the Company after the date of the quotation as a result of (a) any alterations in specifications, quantities or production, delivery or performance schedules or any suspension of work requested by the Customer, (b) any delay in the supply by or on behalf of the Customer of any instructions, data or materials (including "free issue" items) or any inaccuracy, insufficiency or defect therein or non conformity to their specifications (whether or not apparent on inspection), (c) any fluctuation in the cost of materials, equipment, labour, transport or utilities, arising in each case from whatever cause.
- 3.2 The Company's prices may be varied at any time by the Company without notice.
- 4.1 All amounts due to the Company, unless otherwise agreed in writing, shall be payable in pounds sterling not later than the last day of the month following the month in which the Goods leave the premises of the Company without any discount, set-off or other deduction whatsoever. In particular, the Customer shall not be entitled to set off monies due under the contract against any claim to monies against the Company which is referable to any other contract. No dispute arising under the contract nor delays beyond the control of the Company shall interfere with prompt payment in full by the Customer.
- 4.2 Without prejudice to any other rights of the Company, interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at the rate of three (3) per cent over the base rate from time to time quoted by the Company's bankers compounded monthly or, if higher, any statutory rate of interest which the Company is entitled to claim under or by virtue of legislation of the United Kingdom in force from time to time. The Customer shall also pay all legal and other costs incurred by the Company in recovering any amounts owing from the Customer and any Goods in which title has been retained by the Company. Such costs shall be due for payment immediately on invoice.
- 4.3 The Company reserves the right to apply amounts received first in settlement of interest on overdue debts and then of debts due beginning with the oldest.
- 4.4 Without prejudice to any other of its rights and notwithstanding any other agreement or arrangement with the Customer, the Company shall be entitled by giving written notice to the Customer at any time to require the Customer to tender the price of the Goods in a manner satisfactory to the Company and to refrain from delivering the Goods until the price has been so tendered.
- 4.5 If the Customer fails to make any payment when and as due or other circumstances entitling the Company to terminate the Contract arise or if the Customer exceeds any financial limit on the Customer's account from time to time applied by the Company then the price of all such goods as have been delivered or prepared for any order or orders of the Customer shall forthwith thereupon become immediately due and payable.
Delivery and Risk
- 5.1 Goods shall be delivered and risk in them shall pass to the Customer when they are made available at the Company's premises or other delivery point stated in any order acknowledgement given by the Company.
- 5.2 Where goods are made available at a point other than the Company's premises, the Customer shall be responsible for all off-loading and the Company reserves the right to deliver the goods at the nearest point of suitable access.
- 5.3 If Goods are consigned to a destination outside the United Kingdom mainland any trade terms referred to in the Company's order acknowledgement shall, to the extent consistent with these conditions, be as defined in the edition of "Incoterms" then current.
- 5.4 Times quoted for delivery are subject to the availability of goods for the Contract and the supply of all instructions or other matter required from the Customer.
- 5.5 The Company will exercise reasonable endeavours subject to these conditions to comply with any date given by it but shall not be liable for any loss, damage or expense arising from any delay in delivery or performance from any cause whatsoever nor shall any such delay entitle the Customer to refuse to accept any delivery or performance or repudiate any Contract.
- 5.6 If the Customer fails to take delivery of any Goods when tendered or to provide adequate delivery instructions or to collect them when notified they are ready for collection the Company at its discretion may exercise any or all of the following rights, namely, to store the Goods at the risk of the Customer, to require the Customer to pay all storage, transportation, handling or other charges (including expenses in connection with the delay or detention of vehicles) incurred by the Company as a result of such failure or to require the Customer to pay for the Goods as though delivery had taken place.
- 5.7 The Company may deliver the Goods by instalments each of which shall be deemed to be the subject of a separate Contract and, unless otherwise agreed in writing, no failure by the Company in any one or more instalments shall entitle the Customer to repudiate any Contract for Goods previously delivered or to refuse to accept any undelivered Goods.
- 5.8 The Company may determine the form of transport or packing of any Goods whose price is agreed in writing to include carriage and charge extra for any special arrangements requested by the Customer.
- 5.9 Where Goods are not standard stock items and have to be manufactured specially for the Customer, the Customer agrees to accept and to pay for the actual quantity of all such Goods. The Customer shall be invoiced at the contract rate for the quantities actually delivered which shall be accepted by the Customer in satisfaction of the Contract.
- 6.1 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and of all other debts for any other goods or services owed to it by the Customer on any account.
- 6.2 Until title passes:
- 6.2:1 the Customer shall hold the Goods as bailee for the Company and ensure that they are at all times clearly identified as the property of the Company;
- 6.2:2 the Company shall be entitled at any time on demand to;
- 6.2:2:1 repossess, remove from other equipment (without being liable for any damage thereby occasioned) and sell all or any of the Goods and thereby terminate (without any liability to the Customer) the Customer's right to sell them; and
- 6.2:2:2 enter any premises where the Goods are located for the purpose of inspecting or repossessing them.
- 6.3 The Company shall, without prejudice to any other remedy, be entitled to maintain an action for the price of the Goods although title in them has not passed to the Customer.
- 6.4 The Company transfers to the Customer only such title and rights of use as the Company has in any Goods and in the case of material provided by any third party shall transfer only such title and rights as that party had and has transferred to the Company.
- 7.1 If at the time of collection or delivery any Goods are missing, lost, damaged, defective or otherwise not in accordance with the Contract the Company will, at its expense, subject to these conditions, in its discretion, within a reasonable period, replace the Goods affected at the original point of collection or delivery or otherwise make good the discrepancy or allow credit for their invoice value.
- 7.2 The Company shall have no liability in respect of any such discrepancy unless the Customer has given the Company notice thereof:
- 7.2:1 (in case of any discrepancy which is reasonably apparent on inspection) within three (3) days of receipt of the Goods; or
- 7.2:2 (in case of loss of a whole consignment) within seven (7) days from the date of invoice; or
- 7.2:3 (in case of a discrepancy which is not reasonably apparent upon inspection) immediately upon the discrepancy becoming apparent and in any event not later than three (3) months after receipt of the Goods.
- 7.3 The Company shall have no liability in respect of any claim by the Customer in respect of any discrepancy affecting the Goods unless:
- 7.3.1 notice of the claim is given in writing; and
- 7.3.2 the Customer affords the Company reasonable opportunity and facilities for the investigation of any claim and complies with any request by the Company for the return, properly packed and carriage paid, of any Goods for examination by the Company; and
- 7.3.3 the opportunity for the Company to investigate any claim is given (in the case of any discrepancy which is reasonably apparent on inspection) within a period of not less than three (3) days from the date on which notice of the claim is given and before the Goods are used or re-sold and
- 7.4 No Goods may be returned unless the Company has requested their return in writing.
- 7.5 In the case of any Goods not of the Company's manufacture which are alleged to be defective, the Company reserves the right to limit its liability to assigning to the Customer (so far as it is able to do so) any warranty given by the manufacturer of those Goods.
- 7.6 The Company shall have no liability for:
- 7.6.1 any loss of or damage to any Goods in transit after despatch from the Company's premises except that it will if requested to do so by the Customer, take such steps as the Customer reasonably requests to make a claim against the carrier on behalf of the Customer or assist the Customer to make such a claim and any proceeds of such claim which the Company receives (less any reasonable expenses) will be accounted for to the Customer;
- 7.6.2 any Goods which after delivery have been subjected to any incorrect handling or storage or suffered any misuse, neglect or accident or had any modification repair or remedial work carried out by any person other than the Company or in accordance with its written recommendations or instructions; or
- 7.6.3 any discrepancy which results from any inaccurate or incomplete information, details or materials supplied by or on behalf of the Customer;
- 7.6.4 the cost of removal of any Goods to be replaced or parts thereof or the refitting or any repaired or replaced Goods or parts thereof;
- 7.6.5 any discrepancy in the Goods or any replacement goods which appears after the claims period applicable to the original Goods has expired.
- 7.7 Any items replaced by the Company following its acceptance of any claim shall become the Company's property and shall not be used or disposed of except in accordance with the Company's written instructions.
- 7.8 Goods in respect of which no claim is made in accordance with these conditions shall be deemed to have been accepted by the Customer in accordance with the Contract and the Company reserves the right to charge the Customer with any administration, handling or other costs it incurs in connection with any claims which it does not accept.
- 7.9 These conditions shall extend (so far as they are capable of application thereto) to discrepancies in any services provided by the Company which the Company is satisfied did not conform to their Contract description or were not carried out with reasonable skill and care.
Extent of Liability
- 8.1 Except to the extent stated in these conditions or otherwise agreed in writing by it:
- 8.1.1 the Company shall have no obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever under or in connection with the Contract other than for death or personal injury resulting from its negligence or for fraud on the part of any of its employees whilst acting in the course of their employment; and
- 8.1.2 the Company accepts no liability for the condition or quality of any Goods or their packing or any life or wear of any Goods or their suitability for any particular purpose or use under specific conditions (whether or not known to the Company) or for any consequential loss or damage suffered by the Customer under or in connection with the Contract, whether directly or indirectly, including but not limited to wasted time or expenditure, loss of profits, production, business revenue, expected savings or goodwill or any claim against the Customer by any person and the Customer shall be solely responsible for any such claim.
- 8.2 Except for death or personal injury caused by the negligence of the Company, the Company shall be discharged of all liability to which these conditions apply unless proceedings are begun within twelve (12) months after the Customer became aware (or should reasonably have become aware) of the facts giving rise to such liability.
- 8.3 Except for death or personal injury caused by the negligence of the Company, the Company's liability in connection with the Goods shall in no circumstances exceed their invoice price.
Termination or Suspension
- 9.1 If the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company, is unable to pay its debts in the ordinary course of its business, has a receiver, manager, administrator, administrative receiver or trustee in bankruptcy (as the case may be) appointed for all or any part of its undertaking, assets or income, is the subject of any bankruptcy order, has a resolution passed for its winding up, has a petition presented to any court for an administration order or for its winding up, enters into any composition or arrangement with its creditors (whether formal or informal), has any distraint or execution levied on any of its assets, suffers any action similar to any of the foregoing in any jurisdiction or ceases to trade or the Company bona fide believes that any of the foregoing matters may occur, then, in any such event, the Company shall, without prejudice to any other remedy, be entitled, at its discretion, without liability to the Customer, by giving the Customer written notice at any time or times, to suspend its performance of the Contract or (whether or not such performance has previously been suspended) to terminate such Contract.
- 9.2 The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no such indulgence or forbearance in respect of any breach shall operate as a waiver in respect of the same or any subsequent or other breach.
- 10. The Company shall not be liable for any delay or other failure to perform the whole or any part of the Contract resulting from any cause whatsoever beyond the Company's control existing at the date of the Contract or arising thereafter and the time for performance shall be extended by the period of any such delay.
- 11.1 The Company shall have no liability for any failure of any Goods on test or in use outside the Company's premises to attain any performance figures unless the Company has specifically guaranteed the same in the Contract subject to any tolerances specified or agreed to by the Company and subject also to proof by the Customer that it has properly used the Goods in accordance with all instructions and conditions for use specified by the Company and the instructions of the manufacturer of any equipment in or with which the Goods are to be installed or used.
- 11.2 Where any inspections or tests to be conducted at the Company's premises and the Customer fails to attend upon reasonable notice of up to 14 days the Company shall be entitled to proceed in the Customer's absence and the Customer shall be deemed to have accepted the results of such inspection or tests.
- 11.3 Where any inspections or tests are to be conducted or carried out at the Customer's premises and the Customer fails upon reasonable notice of up to 14 days to carry out or permit the same to be carried out or has commercially operated the Goods before the date for inspection or testing such inspections or tests shall be deemed to have been successfully carried out.
- 12.1 The acceptance of any cancellation of the Contract requested by the Customer shall be at the Company's discretion and take effect only when written confirmation of such acceptance has been given by the Company.
- 12.2 The Customer, unless otherwise agreed in writing, will be deemed to be acting as a principal and not as an agent for any other person.
- 12.3 Any specifications, drawings, particulars of weights and dimensions and other technical information contained in the Company's quotations, catalogues, price lists, advertisements or elsewhere are approximate only and intended merely to present a general idea of the Goods and (unless otherwise agreed in writing by the Company) are not to form part of the Contract. The Company reserves the right to discontinue the sale of particular products or alter their designs and specifications without notice at any time and to deliver Goods conforming to the altered design or specification in fulfilment of any Contract. No contract shall constitute a sale by sample notwithstanding that any Goods or products may have been exhibited to or inspected by the Customer.
- 12.4 The Company shall have no liability for any advice, opinion or information furnished by the Company, its servants or agents unless given in writing by a person authorised in writing by a director of the Company or the Company Secretary to give the same, in response to a written request by the Customer referring to the Contract.
- 12.5 Where the Company prepares drawings, designs or other data on the basis of materials provided or suggestions given by the Customer, all rights therein (including copyright and design rights) and all materials, tools, patterns or other items prepared by the Company shall, unless otherwise agreed in writing, Company's property and the customer shall not copy or reproduce the same in whole or in part in any form or allow others to do so.
- 12.6 The Customer shall indemnify and hold harmless the Company against any and all claims, proceedings, costs, damages, liabilities and expenses incurred or suffered by the Company arising from any instructions, data, drawings, specifications, goods, services or other items supplied by or on behalf of the Customer to the Company or from any failure to supply the same or from any infringement or alleged infringement of the rights of any third party claimed under or in relation to any patent, registered design, trade mark, copyright, design right, breach of confidence or otherwise howsoever resulting from the Company's use of any of the foregoing items. The Company shall have no liability for any inaccuracy or inadequacy of such items and shall be entitled to charge extra for any costs resulting therefrom.
- 12.7 The Company may at its discretion sub-contract all or any of its obligations under the Contract but the Contract shall not be assigned by the Customer without the Company's prior written consent. Nothing in these conditions operates or may be construed or implied as operating to confer any contractual right upon any person who is not a party to the contract.
- 12.8 The Company shall have a lien on any Goods in the Company's possession for all sums due at any time from the Customer on any account and shall be entitled to keep possession of the same until payment in full is made. The Company shall have the further right at its option to sell or dispose of the same as agent for and at the expense of the Customer and apply any proceeds in and towards the payment of such sums on twenty eight (28) days written notice to the Customer.
- 12.9 The Customer shall be responsible for obtaining and maintaining in force any import or export licences, visas, work permits or the like and the payment of any duties taxes or other charges in connection with the employment overseas of any of the Company's personnel and in particular the Company shall be entitled to charge extra for any costs incurred by it as a result of such failure.
- 12.10 The subject matter of the Contract and any technical information supplied thereunder is confidential and the Customer shall not without the Company's prior written consent make any disclosure or unauthorised use thereof except as regards any technical information to the extent that the same is or becomes published otherwise than in breach hereof.
- 12.11 Any notice given in writing if sent by facsimile or forwarded by first class prepaid letter post to the receiving party at its business address as last notified in writing to the other party shall be deemed to have been given on the date of transmission of the facsimile (if receipt is confirmed in writing) or 2 working days (or 7 working days in the case of customers outside of the United Kingdom) following the date of posting. law jurisdiction and construction
- 13.1 The Contract shall be governed by English law and the parties consent to the exclusive jurisdiction of the English courts in all matters relating to the Contract except that for the sole benefit of the Company, the Company shall be entitled to issue proceedings in order to claim any remedy or to enforce any right in any other Country having competent jurisdiction to hear any dispute and in the case of Goods supplied outside the United Kingdom, the limits on the extent to which liability can be excluded under the Unfair Contract Terms Act 1977 shall not apply.
- 13.2 The headings of these conditions are for convenience of reference only and shall not affect their interpretation. Each clause and sub-clause is severable and distinct from each and every other clause and sub-clause.
Registered office : 1 Regal Lane, Soham, Cambs CB7 5BA
Registered in England no 04023701
Posted on: 1 Nov 2017
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