UNIPART INTERNATIONAL HOLDINGS LTD (‘UIHL’) AND ALL ASSOCIATED COMPANIES • TERMS AND CONDITIONS OF SALE
1.1 Subject to any variation pursuant to Condition 1.2, any Contract made with the Supplier for the sale of Products or the supply of
1.2 Any variation to these Conditions and any representations about the Products shall have no effect unless expressly agreed in
1.3 Each order or acceptance of a quotation for products or services will be deemed to be an offer by the Customer to purchase
1.4 Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it.
1.5 The Customer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.1 All samples, drawings, descriptions, specifications and advertising issued by the Supplier or manufacturer of the Products sold
2.2 Product testing and certification shall be as detailed in Supplier’s acknowledgement of order or quotation. If the Customer requires further or independent tests to be carried out these shall be chargeable to the Customer unless otherwise agreed in writing by the Supplier.
2.3 Where the Products are manufactured and/or the Services are performed in accordance with information or drawings supplied
2.3.1 (without prejudice to any other of the Contract terms) no guarantee or warranty is given by the Supplier as to the practicability, efficiency, safety or otherwise of the Products and/or the work.
2.3.2 the Customer will indemnify and keep the Supplier indemnified against all liability incurred by the Supplier as a result of:
188.8.131.52 such Products and/or works infringing any intellectual property right including without prejudice to the generality of the foregoing
patents, registered designs, design rights and copyright or the provision of any statute, statutory instrument or regulation. 184.108.40.206 any impracticability, inefficiency or lack of safety or other defect in the Products and/or works where such defect is due (whether
in whole or in part) to faults or omissions in such information, drawing, design, specification or instructions.
220.127.116.11 unless the Supplier agrees otherwise in writing, all works (including design drawings) and any idea, invention or improvement made by or on behalf of the Supplier pursuant to the Customer’s commission and all intellectual property rights therein (including any design right in a design created by the Supplier in pursuance of the commission) shall belong to the Supplier.
2.4 No variation in the specification or design of any Products and/or works which in the reasonable opinion of the Supplier does not
2.5 The Supplier will be under no liability whatsoever to the Customer in respect of any loss, damage or claim incurred by or made
2.6 Unless otherwise agreed in writing all patterns, drawing, tools or other similar items produced or other property (whether intellectual property or not) owned or created by the Supplier will remain the property of the Supplier and must not be used or copied by the Customer.
2.7 Where it is agreed that ownership in any data, patterns, drawing, tools or other similar items is to pass to the Customer property
3.1 The price payable by the Customer for the Products or Services will be the price set out in the Supplier’s catalogue and prices
3.2 The price is (unless otherwise stated in the relevant quotation) inclusive of:
3.2.1 delivery to destinations in the United Kingdom (provided that the Supplier selects the mode of transport). If the Customer specifies any other mode of transport (e.g. passenger train, parcel post, etc.) the cost of such transport shall be borne by the Customer;
3.2.2 in the case of delivery to overseas destinations, the price is inclusive of delivery to the U.K. Port specified by the Supplier. If the Supplier agrees to deliver to a Port named by the Customer, the Supplier may charge for the cost of transport to such Port;
3.2.3 in the case of delivery to United Kingdom destinations the cost of crates or stillages provided that the same are returned to the Supplier’s premises, carriage paid in good condition within 3 (three) months of receipt by the Customer
3.3 The price is (unless otherwise stated in the relevant quotation) exclusive of:
3.3.1 Value Added Tax and any other applicable sales tax or duty which will be added to the price; 3.3.2 in the case of overseas delivery the cost of packing and cases;
3.4 There will be no reduction in price for Products collected from the Supplier’s premises by the Customer.
4.1 For all orders the price is payable on delivery. Payment is due in cash on or before delivery unless the Customer has a credit
4.2 A credit account may be opened subject to the Customer providing two trade references and a Bankers reference to the Supplier’s satisfaction. For all credit accounts payment is due on the 20th of the month following the month of invoice. The Supplier may in its absolute discretion set and alter the Customer’s credit limit or withdraw credit terms at any time. The Supplier may decide not to deliver Products or Services ordered if the price of those Products or Services increases the amount owed by the Customer to the Supplier beyond the Customer’s credit limit.
4.3 The method of payment for overseas customers shall be as detailed in Condition 9.5.
4.4 Where service exchange units are purchased, the Customer will be invoiced with a sum referred to as an “old unit surcharge” in
respect of the old unit. If the old unit is returned within 7 days a credit will be issued by the Supplier in respect of the “old unit surcharge”.
4.5 The time for payment of all sums due under the Contract will be of the essence.
4.6 Upon termination of the Contract all sums payable to the Supplier under the Contract will become due immediately.
4.7 All payments to be made by the Customer under the Contract will be made in full without any set off, restriction or condition and
without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the amount thereof has been approved by the Supplier in writing or the Customer is required by law to make any such deduction or withholding.
4.8 The Supplier may appropriate any payment made by the Customer to the Supplier to such of the invoices for the Products or
4.9 If any sum payable under the Contract is not paid when due then, without prejudice to the Supplier’s other rights under the
5.1 The Supplier may deliver the Products by separate instalments or perform any Services in stages. Each separate instalment or
5.2 Each instalment or stage will be a separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle the Customer to repudiate or cancel any other Contract, instalment or stage.
6.1 Unless otherwise agreed delivery of the Products will be at the Customer’s address. Delivery of Products will be accepted at any
6.2 The Supplier will use reasonable endeavours to deliver or perform each of the orders within the time agreed when the order is
6.2.1 The Supplier will refund to the Customer any sums which the Customer has paid to the Supplier in respect of that order or part of the order which has been cancelled; and
6.2.2 The Customer will be under no liability to make any further payments under Condition 4.1 in respect of the order or part of the order which has been cancelled.
6.3 If the Customer fails to take or accept delivery or performance of any of the Products or Services when they are ready for delivery
6.3.1 store or arrange for storage of the Products until actual delivery or sale in accordance with Condition 6.3.2 and charge the Customer for all related costs and expenses (including, without limitation, storage and insurance); and/or
6.3.2 sell any of the Products at the best price reasonably obtainable in the circumstances and charge the Customer for any shortfall below the price under the Contract or account to the Customer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
7.RISK AND TITLE
7.1 Risk of damage to or loss of the Products will pass to the Customer when the Products or a consignment or other part thereof
7.2 Ownership of the Products will not pass to the Customer until the Supplier has received in full all sums due to it in respect of the
7.3 Until ownership of the Products has passed to the Customer the Customer will:
7.3.1 hold the Products in a fiduciary capacity on trust for the Supplier;
7.3.2 store the Products (at no cost to the Supplier) separately from all other Products of the Customer of any third party in such a way
that they remain readily identifiable as the Supplier’s property;
7.3.3 not destroy, deface, obscure or obliterate any identifying mark on the Products or their packaging; and
7.3.4 maintain the Products in satisfactory condition insured on the Supplier’s behalf for their full price against all risks to the
reasonable satisfaction of the Supplier and will whenever requested by the Supplier produce a copy of the policy of insurance.
7.4 Prior to the property in the Products passing to the Customer, the Customer may:
7.4.1 deliver the Products to a third party pursuant to a bona fide and arms length agreement to re-sell the Products provided that prior to delivery of such Products to a third party the Customer notifies the Supplier of its intention to do so. The Customer may notify any such third party of the existence of this clause and may provide a copy of this clause to such third party;
7.4.2 sell Products to a third party provided that the Customer retains the part of the sale proceeds which equate to the amount payable to the Supplier for those Products in a separate bank account and on trust for the Supplier; or
7.4.3 convert or incorporate the Products into or mix the Products with other items to result in mixed Products. If the Customer sells any mixed Products it will retain the proportion of sale proceeds from any such sale which equate to the amount payable to the Supplier in respect of those Products in a separate bank account and on trust for the Supplier.
7.5 The Customer’s right to possession of the Products will terminate immediately if any of the circumstances set out in Condition
7.6 The Supplier will be entitled to recover payment for the Products notwithstanding that title in any of the Products has not passed
7.7 Where the Supplier is unable to determine whether any items are the Products in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all items of the kind sold by the Supplier to the Customer in the order in which they were invoiced to the Customer.
7.8 The Supplier may at any time after payment of the Products has become overdue, take possession of the Products (including
7.9 If the Supplier re-sells the Products so recovered (and the Supplier shall not be under any obligation to resell or if it does resell,
7.10 Nothing in the Contract will constitute the Customer the agent of the Supplier in respect of any resale of the Products by the Customer.
8.DAMAGE, SHORTAGE OR LOSS IN TRANSIT
8.1 In respect of Products other than Products sold for export from the United Kingdom, the Supplier will not consider any claim for
8.1.1 in the case of partial damage or shortage or loss in the consignment in question to the Supplier within 7 (seven) days and to any carrier other than the Supplier within 3 days from the date of receipt of the Products in question.
8.1.2 in the case of total loss of the Products in question to both Supplier and to any such carrier, within 10 (ten) days of the despatch of the Products in question.
9.1 Where the Products are supplied for export from the United Kingdom, the provisions of this Condition 9 shall (subject to any
9.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products
9.3 Unless agreed in writing between the Supplier and the Customer the Products shall be delivered FOB (Incoterms 2000) to the air
9.4 The Customer shall be responsible for arranging for testing and inspection of the Products at the Supplier’s premises before
9.5 Payments of all amounts due to the Supplier for Products supplied pursuant to this Condition 9, shall be made by irrevocable letter
9.6 The Customer undertakes not to offer the Products for resale in any country notified by the Supplier to the Customer at or before
10.1 The Supplier will, free of charge within a period of 3 (three) months from the date of dispatch of the Products or performance of the Services, which are proved to the reasonable satisfaction of the Supplier to be defective due to defects in material or workmanship repair or at its option, replace or credit the invoice value of such Products or re-perform or at its option credit the invoice value of such Services. These obligations will not apply where:
10.1.1 the Products (or Customer’s items in connection with which Services have been carried out) have been altered or subjected to misuse or unauthorised repair or modification or improperly installed or connected (unless carried out by the Supplier);
10.1.2 any maintenance requirements relating to the Products have not been complied with;
10.1.3 the Customer has failed to notify the Supplier in writing of any defect or suspected defect within 14 (fourteen) days of the same coming to the knowledge of the Customer;
10.1.4 the Customer is in breach of this or any other contract made with the Supplier; or
10.1.5 any instructions as to storage of the Products have not been complied with in all respects.
10.2 Any Products replaced will belong to the Supplier. Any repaired or replaced Products or Services reperformed or remedied will have the benefit of the terms set out in Condition 10.1 for the unexpired portion of the 3 (three) month period from the original date of delivery or performance.
10.3 Where the Supplier has custody of items of the Customer for the purpose of carrying out Services, the Supplier shall reimburse the Customer the reasonable cost of repairing or at the Supplier’s option, replacing any such item which is damaged or lost whilst in the Supplier’s custody due to the Supplier’s negligence. Any claim must be made in writing to the Supplier within 7 (seven) days of the item being returned by the Supplier to the Customer (in the case of a damage claim) or within 7 (seven) days of receiving notice of the loss (in the case of a loss claim). All costs must be agreed beforehand by the Supplier.
10.4 In the event of any breach of the Supplier’s express obligations under Conditions 6.2, 10.1 and 10.2 above the remedies of the Customer will be limited to damages.
10.5 The Supplier does not exclude its liability (if any) to the Customer:
10.5.1 for breach of the Supplier’s obligations arising under Section 12 Sale of Products Act 1979 or Section 2 Sale and Supply of Products and Services Act 1982;
10.5.2 for personal injury or death resulting from the Supplier’s negligence;
10.5.3 under Section 2(3) Consumer Protection Act 1987;
10.5.4 for any matter which it would be illegal for the Supplier to exclude or to attempt to exclude its liability; or
10.5.5 for fraud.
10.6 Except as provided in Conditions 6.2 and 10.1 to 10.5 of this Contract, the Supplier will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused or arising out of or in connection with:
10.6.1 Any of the Products, or the manufacture or sale or supply, or failure or delay in supply, of the Products or the provision of any Services by the Supplier or on the part of the Supplier’s employees, agents or sub-contractors;
10.6.2 Any breach by the Supplier of any of the express or implied terms of the Contract;
10.6.3 Any use made or resale by the Supplier of any of the Products, or of any product incorporating any of the Products; or
10.6.4 Any statement made or not made or advice given or not given, by or on behalf of the Supplier.
10.7 Except as set out in Conditions 6.2, 10.1 to 10.5, the Supplier hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
10.8 Each of the Supplier’s employees, agents or sub-contractors may rely upon and enforce the exclusions and restrictions of liability in Conditions 6.2 and 10.4 to 10.7 in that person’s own name and for that person’s benefit, as if the words “its employees, agents and sub-contractors” followed the word Supplier wherever it appears in those conditions (save for such reference in Condition 10.6.1).
10.9 The Customer agrees to indemnify, keep indemnified and hold harmless the Supplier from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damage, claims, demands, proceedings and legal costs (on a full indemnity basis) and judgments which the Supplier incurs or suffers as a consequence of a direct or indirect breach or negligent performance by the Customer of the terms of the Contract.
11.1 The Supplier may by notice in writing served on the Customer terminate the Contract forthwith if the Customer:
11.1.1 is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the Customer fails to remedy such breach within 7 days service of a written notice from the Supplier, specifying the breach and requiring it to be remedied. For the avoidance of doubt a material breach includes but is not limited to failure to pay any sums or to take delivery of any Products or Services in accordance with the Contract;
11.1.2 becomes bankrupt, insolvent makes any arrangement or composition with its creditors has a receiver appointed under the Mental Health Act 1983 or dies;
11.1.3 has any distraint, execution or other process levied or enforced on any of its property;
11.1.4 ceases to trade to appears in the reasonable opinion of the Supplier likely or is threatening to cease to trade within 1 month; 11.1.5 the equivalent of any of the above occurs to the Customer under the jurisdiction to which the Customer is subject; or 11.1.6 the Supplier reasonably anticipates that one of the above set of circumstances is about to occur.
11.2 Termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Supplier or the Customer accrued prior to termination.
11.3 The Supplier will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under Condition 11.1, until either the breach is remedied or the Contract terminates whichever occurs first.
12. FORCE MAJEURE
12.1 The Supplier will not be in breach of the Contract or otherwise liable to the Customer in respect of any failure to perform or delay in performing any of its contractual obligations to the Customer attributable to any cause preventing the Supplier from performing any or all such obligations which arise from or are attributable to acts, events, omissions or accidents due to Force Majeure provided that the Supplier has and continues to comply with its obligations set out in Condition 12.2.
12.2 If the Supplier’s performance of its obligations under the Contract is affected by Force Majeure:
12.2.1 it will give written notice to the Customer, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable after becoming aware of the Force Majeure and will at all times use all reasonable endeavours to bring the effect of the Force Majeure event to an end and, whilst the Force Majeure is continuing, mitigate its severity, without being obliged to incur any expenditure;
12.2.2 subject to the provisions of Condition 12.3, the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event; and
12.2.3 it will not be entitled to payment from the Customer in respect of extra costs and expenses incurred by virtue of the Force Majeure.
112.3 If the Force Majeure in question continues for more than 3 (three) months, either party may give written notice to the other to terminate the Contract. The notice to terminate must specify the termination date, which must not be less than 15 (fifteen) days after the date on which the notice is given, and once such notice has been validly given, the Contract will terminate on that termination date.
The Supplier will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Customer a general lien on all property of the Customer in the possession or control of the Supplier for whatever purpose and whether worked upon or not and be entitled on the expiration of not less than 14 days’ notice in writing to the Customer to dispose of such property and to apply the proceeds towards the satisfaction of such debts.
The Customer may exhibit any of the Suppliers products at any public exhibition or trade display, subject to the Supplier’s prior written approval.
15. PROPER LAW
Every Contract to which these Conditions apply shall be construed and take effect in accordance with the Laws of England and the parties shall accept the exclusive jurisdiction of the English Courts.
16. SET OFF
If the Customer shall become bankrupt or insolvent or compound with creditors, or in the event of a resolution being passed or proceedings being commenced for the liquidation of the Customer, or if an administrative receiver or manager is appointed of all or any part of its assets or undertakings, the Supplier shall be entitled to cancel the Contract in whole or in part, and also that the Supplier shall reserve the right to offset any monies owed to the Customer against any outstanding debt existing from the Customer to the Supplier.
17. GROUP CREDIT ACCOUNTS
If the Customer shall be overdrawn or overdue from the stated terms of payment on any of its credit accounts with the Supplier
17.1 the Supplier may:
17.1.1 charge interest on the terms of Condition 4.9 on the overdue sum; and
17.1.2 charge interest on sums outstanding under an account hitherto described as “interest free”.
17.2 All monies and liabilities under all the Customer’s accounts with the Supplier shall immediately become due and owing and the
Supplier shall be entitled to immediately close all accounts or any account of the Customer.
17.3 The Supplier may appropriate any payment made by the Customer and apply it in total or partial satisfaction of any debt then due
from the Customer to the Supplier.
17.4 Where the amount paid by the Customer is less than the amount due to the Supplier under the Contract to which it is appropriated,
the Supplier may appropriate the payment to any individual Products or items supplied under that Contract.
18.1 The invalidity of any individual provisions of these Conditions shall not affect the validity of the remaining provisions. 18.2 Nothing contained in these Conditions and no action taken by the parties pursuant to a Contract shall be deemed to constitute a
relationship between the parties or partnership, joint venture, principal and agent or employer and employee. Neither party shall
have, nor represent that it has, any authority to make any commitments on the other party’s behalf.
18.3 The parties to this Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
18.4 The Customer shall not assign the benefit or delegate the burden of the Contract without the prior written consent of the Supplier. 18.5 Any failure or delay by the Supplier in exercising any of its rights, powers or remedies under the Contract will not in any circumstances impair such right, power or remedy nor operate as a waiver of it.
18.6 In these Conditions the following words shall have the following meaning:
“Associated Companies” in relation to the Supplier, any subsidiary of the Supplier or any holding company of the Supplier or any other subsidiary or such holding company and the term “subsidiary” and “holding company” shall have the same meanings attributed thereto in section 736 of the Companies Act 1985 as amended
“Conditions” the terms and conditions of the Supplier herein contained relating to the sale of Products and/or the supply of Services
“the Contract” any contract made between the Customer and the Supplier for the sale of Products and/or the supply of Services by the Supplier
“the Customer” the person(s), firm or company whose order for the Products and/or the Services is accepted by the Supplier
“Force Majeure” any cause preventing the Supplier from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of the Supplier including, without limitation, strikes, lockouts or other industrial disputes (whether involving the work force of the Supplier or otherwise), protest, act of God, war, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic or default of suppliers or subcontractors
“Products” any goods which the Supplier supplies to the Customer (including any of them or any part of them) under a Contract
“Supplier” UIHL and its Associated Companies
“Services” any services which the Supplier provides to the Customer (including of them or any part of them) under a Contract