Standard terms and conditions of sale

Terms and Conditions of Sale Of Universal Control Equipment Ltd.

Universal Converting Equipment is a trading division of Universal Control Equipment Ltd, which is part of the Converting Technology Group Ltd.

Revision 2.04

DEFINITIONS
In these terms and conditions “UCE” shall mean Universal Control Equipment Ltd., its agents and employees. “Customer” shall mean the purchaser of any goods or services provided by UCE, its agents and employees.

1. GENERAL

  1. Unless otherwise agreed in writing by UCE, these terms and conditions of sale shall be deemed to be incorporated as conditions of any contract for sale entered into by the UCE and the Customer.
  2. Each of the Customers orders constitutes a separate contract. Any default by UCE in relation to any order shall not entitle the customer to exercise a right of set off or to treat any other order as cancelled.
  3. Each of these terms and conditions and each part thereof is separate and severable from any other term or condition or part thereof and any invalidity, illegality or unenforceability of any term or condition or part thereof shall not impair the enforceability of any other term or condition or part thereof.
  4. These terms and conditions do not derogate from or otherwise affect the customers statutory rights, but otherwise are exhaustive and exclude all other representations and warranties express or implied, in writing or verbal, and may only be varied in writing by signed agreement between UCE and the Customer.
  5. All contracts shall be governed by English Law.

2. PAYMENT

  1. Shall be due at the time of invoice or as agreed in writing.
  2. UCE reserves the right to charge interest at a rate of 1% per month on all outstanding balances.
  3. Unless agreed in writing the Customer shall not be entitled to set off against any moneys due to UCE under the contract, any amount claimed by or due to the Customer from UCE whether pursuant to the contract or on any other account whatsoever.
  4. Should expedited delivery be agreed and necessitate overtime or other additional cost an extra charge may be made.
  5. Should work be suspended at the request of or delayed through any default of the Customer for a period exceeding 30 days, we shall then be entitled to payment for work already carried out and materials not generally kept in stock.
  6. Unless otherwise stated in our offer the prices quoted are in sterling and strictly net. If the prices are quoted in the currency of the country of destination the rate of exchange shall be that in force at the date of our offer and shall be stated in the offer. If the rate of exchange at the date of payment differs from that ruling at the date of the offer, our price will be adjusted accordingly.

3. TITLE TO GOODS

  1. All goods supplied by UCE shall belong to UCE until payment is received in full for all accounts owing to UCE by the Customer.
  2. Risk shall pass to the Customer upon delivery of the goods (in accordance with clause 5) and the goods shall be fully insured from delivery.
  3. UCE shall be entitled to enter the Customer’s premises and recover all goods belonging to UCE, (including the right to sever goods neither permanently fixed to the premises or other goods not incorporated into other goods,) should the Customer default of any of its obligations under these terms and conditions, enter into any event of insolvency or threaten to cease or to actually cease trading.
  4. The Customer shall grant UCE, its employees and agents a licence to enter any of the Customer’s premises for the purpose of exercising its rights under clause 3.3 above.
  5. All goods belonging to UCE shall be clearly and prominently marked as such and shall be stored separately until title in them has passed to the Customer
  6. Should the Customer sell the goods before title has passed, the Customer shall retain, in a separate bank account, an amount equivalent to that owing to UCE (or such other amount received by the Customer if the sale proceeds are insufficient to meet the total debt owing to UCE).
  7. The Customer shall hold any proceeds of sale arising from a sale of the goods as trustee for UCE.

These rights and obligations shall be equally binding against and on any trustee in bankruptcy, liquidator, administrative receiver, administrator or receiver appointed over the Customer. If the Customer is incorporated then the Customer shall give UCE not less than 14 days notice before taking any steps to appoint an administrator or commence winding up. The Customer shall give the UCE not less than 14 days notice before ceasing business.

Nothing in these terms and conditions shall be construed as giving rise at any time to a charge over the goods.

4. PRICES AND QUOTATION

  1. Quotations are open for acceptance for a period of 30 days from the date of the quotation unless specified.
  2. Typing and clerical errors are subject to correction.
  3. Prices are based on the current cost of production and are subject to amendment by UCE on or at any time after acceptance to meet any rise or fall in such costs.
  4. Prices are subject to value added tax and any other duties or taxes at the rate ruling at date of supply.
  5. Prices quoted exclude packing, carriage, installation and commissioning unless stated in writing by UCE
  6. UCE reserves the right to charge the Customer for any additional costs incurred in obtaining or supplying the goods where these occur either as a direct result of the Customer’s instructions or where they could not reasonably have been foreseen at the time that the quotation was given.
  7. If any alteration is required by the Customer in design, specification or quantity UCE may adjust the contract price accordingly.

5. ORDERS AND DELIVERY

  1. Orders accepted by UCE cannot be cancelled except with UCE’s consent. UCE reserves the right to charge a cancellation fee. In the case of specifically manufactured goods this may be up to 100% of their value.
  2. UCE’s delivery dates are given as accurately as possible but cannot be guaranteed. Delay in delivery shall not entitle the Customer to cancel the order and UCE shall not be liable for any loss or damage of whatever nature, which may be caused by such delay.
  3. UCE shall not accept any claim for goods lost or damaged in transit or any other discrepancies unless notified within 7 days from date of delivery.
  4. UCE may appoint one or more sub-contractors to carry out all or any of its obligations.

6. LIABILITY AND GUARANTEE

  1. In the case of goods not of our manufacture the Customer is only entitled to such benefits as UCE may receive under guarantee given to UCE by the manufacturer of the goods.
  2. Where work is defective for any reason, including negligence, our liability (if any) shall be limited to rectifying such defect.
  3. UCE’s liability, howsoever arising but including with limitation contract and tort shall be limited to the price set out in our quotation or costing. Any materials supplied by the Customer are worked on entirely at the customer’s own risk.
  4. The Customer shall notify UCE, in writing, of any defects with the goods within three day’s of delivery. No third party costs will be meet by UCE for any repair or modification to the goods, without written authority by UCE
  5. Upon notification of any defects UCE shall be given free access to inspect and , if necessary, rectify the goods at the point of delivery, without let or hindrance.

7. DESCRIPTIONS

  1. All information of a technical nature and of particular goods and performance by UCE are approximate. It is the responsibility of the Customer to ensure they are suitable for their purpose.
  2. Alterations and improvements are continually being made to various products and UCE cannot be held liable for any changes that may be made without notice.

8. CONFIDENTIAL INFORMATION

  1. Drawings, data, software and designs issued to Customers belong to UCE and may not, without written consent by UCE be disclosed, copied or passed to third parties.
  2. No copyright or other property rights in any drawing, data, software and designs shall pass to the Customer and the Customer shall provide UCE with such assistance as the UCE shall reasonably request in protecting such intellectual rights.
  3. The Customer shall not deal with UCE’s goods in such a way as to infringe the intellectual property rights of any third party and shall indemnify UCE against any actions, proceedings, liability, claims, damages, costs and expenses in relation to or arising out of any such infringement.

9. HEALTH AND SAFETY AT WORK
Whilst every effort is made to ensure that the goods supplied are safe the customer must ensure that the proper health and safety precautions are applied when using the goods.

10. INSTALLATION

  1. When UCE is executing installation, repair or maintenance work, the Customer shall at its own cost provide the UCE with full and free access, at all reasonable times by convenient routes, to the Customer’s premises and uninterrupted occupation thereof and any assistance that UCE may reasonably request for the purpose of carrying out the work. The Customer shall ensure that working conditions on the Customer’s premises comply with health and safety regulations.
  2. If the Customer fails to comply with conditions above, the Customer shall on demand compensate UCE for any payments, losses, costs or expenses thereby suffered or incurred by UCE and indemnify the UCE against any actions, proceedings, liabilities, claims, damages costs and expenses brought against UCE by any agent employee or other third party.

11. FORCE MAJEURE
UCE shall be under no liability for any delay, loss or damage caused wholly or in part by act of God, Government Restriction, condition or control or by reason of any act done pursuant to a trade dispute whether such dispute involves UCE’s servants or not or by reason of any other act, matter or thing beyond the reasonable control of UCE.

12. INSOLVENCY
If the Customer defaults in or commits any breach of any of the Customer’s obligations under these terms and conditions or commits any act of bankruptcy or insolvency, is wound up, enters into any composition or arrangement with any creditors, is presented with a petition in respect of any debt that the customer appears unable to pay or has no reasonable prospect of paying, or has an administrative receiver, administrator or receiver appointed over any of its assets then :-

  1. Notwithstanding the normal credit period all moneys to become payable shall be due and payable immediately.
  2. UCE may cancel all outstanding orders without liability and without prejudice to any accrued rights and remedies in respect of such orders provided that any of these items and conditions capable of having effect after cancellation shall continue to have such effect.
  3. Any person having any conduct or control over the Customer’s business or assets shall be required to return UCE’s goods forthwith.

13. INTERPRETATION OF CONTRACTS
These Terms & Conditions will be interpreted in accordance with English Law and subject to the exclusive jurisdiction of the English courts.