CONDITIONS OF SALE OF GOODS AND WORKS 

1. DEFINITIONS

In these conditions unless the content requires otherwise the singular shall include the plural and the masculine gender the female and neuter genders and vice versa and the following words shall have the meanings set out opposite them.  

• “The Company” shall mean the Unitech lndustries Limited or any subsidiary or associated company of Unitech Industries limited;
• “The Customer” shall mean any person firm company or organisation to whom the Company agrees to sell “the Goods” and/or for whom the Company agrees to perform “the Works” 3 “The Goods” shall mean the Goods (and any parts thereof) the subject matter of the contract as described in these conditions and (if appropriate) on the face of the Company’s acknowledgment of order form;

1.4 “the Works” shall mean all Works of installation of the Goods (and any part thereof) the subject matter of the contract as described in these conditions and (if appropriate} on the face  of the Companys acknowledgment of order form. 

• GENERAL
  • All contracts for the sale of Goods of performance of the Works (or partly for the sale of the Goods and partly for the performance of the Works) by the Company are made subject to these conditions of sale which supersede any earlier sets of conditions issued by the Company. Any stipulations or conditions in the Customers order form or other document delivered by  the Customer which would if applicable conflict with these conditions or in any way qualify or negative the same shall be deemed to be inapplicable to the Company unless the same shall  have been expressly agreed to in writing in a document of the Company. No other servant or agent of the Company has any authority to alter or qualify these conditions in any way. 
  • The Company reserves the right by notice in writing to the Customer signed by a director of the company to add or amend or vary these conditions at any time before acceptance of delivery of or payment for the Goods or commencement of or payment for the works. 
  • Acceptance of delivery of the Goods or payment for the Goods by the Customer to the Company or allowing the Company to commence the Works shall of itself constitute an acceptance of these conditions where acceptance has not previously communicated to the Company.  
  • Quotations shall be available for acceptance (unless expressly stated otherwise) for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice. 
  • If any statement or representation has been made to the Customer by the Company its servants or agents upon which the Customer relies other than in the documents enclosed with Companys quotation or acknowledgment or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm reject or clarify the  point and submit a new quotation. 
  • If subsequent to a contract in which these conditions are incorporated any further contract of sale is concluded with the Customer by letter or telegram or orally or by a combination of these factors without express reference to these general conditions it shall be a term of such a contract that these general conditions of sale apply thereto. 
• DELIVERY AND COLLECTION
  • Time for delivery of the Goods and where appropriate the time for the performance of the Works is given as accurately as possible but is not guaranteed.
  • In the event that either the Goods are not delivered or the Works are not performed on the date stipulated or both then the Customer shall either accept delivery of the Goods or accept performance of the works within such further period which is reasonable in all the circumstances provided that if the Customer is of reasonable opinion that such reasonable period has  expired he shall give written notice to that effect to the company stating his reasons for such opinion whereupon such reasonable period shall be deemed to expire 15 days after the  service of such notice. The Customer shall have no fight to claim damages or cancel the order for any delay in delivery not exceeding 15 days beyond such reasonable period. 
  • The Company shall not be required to fulfil orders for the Goods or the performance of the Works in the sequence in which they are
  • Failure by the Customer to take delivery of the Goods or accept performance of the Works or both or to make payment In respect of the Goods or Works or both or any one or more instalments of the Goods or Works shall entitle the Company to treat the whole of the contract as repudiated by the Customer.
  • If the Company expressly agrees the Goods may be collected from the Companys premises by the Customer then is such event when the Customer is notified that the Goods are ready for collection from the Companys premises the Customer shall collect them forthwith without delay. If the Goods are not collected by the Customer within three days of being so  notified the Company may despatch the Goods itself at the Customer expense and risk or store the Goods at the Customers expense and risk. 
  • Without prejudice to conditions 3.4 and 3.5 the Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery of the Goods or performance of the Works or both but shall be under no obligation to do so and where delivery or performance or both are postponed by agreement otherwise than due to default by the Company the Customer shall pay all costs and expenses Including a reasonable charge for storage and transportation occasioned thereby and payment for the Goods or Works or both as the case may  be shall be made on the date payment would have been due had delivery or performance or both not been postponed. 
• PASSING OF PROPERTY AND RISK
  • Risk shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration to the Goods:-
• 1 If the Company delivers the Goods by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods at the time when the Goods arrive at the place of delivery;

4.1.2 In all other circumstances at the time when the Goods leave the Companys premises or alter the expiration of 3 days after the Customer has been notified that the Goods are available for collection. 

• Title to the Goods or any part thereof shall not pass to the Customer until:-
  • the Customer has paid to the Company all sums due and payable by it to the Company under this contract and all other prior contracts between the Company and the Customer; or
  • the Company serves notice in writing on the Customer specifying that title in the Goods or any specified part thereof has passed to the Customer;
• Until title to the Goods has passed to the Customer the Customer shall possess the Goods and any part thereof as a bailee of the Company and in particular:

– 

• store the Goods and any part thereof separately from other Goods so as to ensure that they are clearly identifiable as the property of the company; and
• keep the Goods and any part thereof insured in the amount of price at which the Goods are sold to the Customer against all insurable risks and shall account to the Company for all monies relating to the Goods and any part thereof received under such policy of Insurance forthwith upon receipt of the same and pending such account shall hold such monies on trust for the Company and pay them into a separate bank account designated as a trust account for the Company. Any account of monies by the Customer In accordance with the terms of this sub-condition received by the Company shall not discharge the Customers liability to pay the price for their Goods plus any interest accrued in accordance with sub-condition 6.3 below  But shall be set off against such liability. 

• The Company shall be entitled to recover and resell Goods In respect of which title has not passed to the customer at any time and the Customer hereby licenses the Company its officers employees and agents to enter upon any premises of the Customer for the purpose either of satisfying itself that sub condition 4.3.1 is being complied with by the Customer or recovering any Goods in respect of which title has not passed to the Customer. 
• The Customer shall only be at liberty to sell the Goods hereunder prior to the passing of title to the Customer on the understanding that:-
  • the Customer does so as agent for and on behalf of the Company and may only do so for full market value having first obtained the Companys written consent and
  • the proceeds of sale of the Goods belong to the Company and are held by the Customer on trust for the Company and are paid into a separate bank account designated as a trust account for the Company.
• PRICE
  • All prices are unless otherwise stated quoted net ex Works exclusive of VAT or other tax duty relating to the performance of the Works or the sale or delivery of the Goods chargeable to the Company and the cost of carriage and packaging if required by the Customer shall be charged extra.  
  • If after the date of the Companys quotation the cost to the Company of the materials used by the Company in the performance of the works or the manufacture of the Goods or both is increased then the Company may give notice of any such increase which the Company is proposing to pass on to the Customer and such notice if given shall have the effect of  increasing the Companys quoted price for the Goods or Works or both. The Customer may by notice in writing to the Company within 7 days of the notice of such increase cancel the  order and in this event the contract for the sale of the Goods or the performance of the Works or both shall be determined without any liability whatsoever being incurred by the Company  or the Customer to the other. If the Customer shall not give written notice rejecting the increase within 7 days then the increase shall be added to the quoted price and for part of the  contract between the Company and the Customer.  
• TERMS OF PAYMENT
  • Unless otherwise agreed by the Company in writing payment for the Goods or Works or both as the case may be shall be paid in full and received by the Company (by the last day of the month following the month in which Goods were delivered by the Company or the Works were performed or both or would have been delivered or performed save for postponement  otherwise than due to default on the part of the Company) within 30 days of the date of the Companys invoice. The Company shall be entitled to submit its invoice with its delivery advice  note or at any time thereafter or where the Goods are to be collected when the Customer is notified that the Goods are available for collection or at any time thereafter or where only Works are to be performed at any time after the company notifies the Customer that the Works have been performed save that where the time for delivery or performance has been postponed at the request of or by default of the Customer then the Company may submit its invoice at any time after the Goods are ready for delivery or the Works have been performed or both or would  have been ready for delivery or performed or both n the ordinary course but for the request or default as aforesaid.  
  • Where the Goods are delivered or the Works are performed or both by instalments the company may invoice each instalment separately and the Customer shall pay such invoice in accordance with these conditions.

• In the event of default in payment of the Customer the Company shall be entitled without prejudice to any other right or remedy the Company has under these conditions or by virtue of the general law and without prior notice to suspend all further deliveries or performance on any contract or contracts between the Company and the Customer and to charge interest on the   amount outstanding at a rate of 4% above the base rate of National Westminster Bank Plc from time to time to force throughout the period the amount is outstanding. A cheque tendered by the customer in payment shall not be treated as payment until the same had been cleared. 
• The Customer shall not be entitled to withhold payment of any amount payable under the contract of the Company because of any disputed claim of the Customer in respect of faulty Goods or defective workmanship or any other alleged breach of the contract, nor shall the Customer be entitled to set-off against any amount payable under the contract to the Company any moneys which are not then presently payable by the Company or for which the Company disputes liability. 

7. LIEN

In respect of all amounts outstanding and due to the Company and without prejudice to any other remedies the Company may have the Company shall have a general lien on all Goods  and property of the Customer in the possession of the Company (whether worked on or not) and shall be entitled on the expiration of 14 days notice to the Customer of its intention to do so  to dispose of or deal with such Goods and property in such a manner and at such price as the Company in its sole discretion thinks fit to apply any proceeds towards such outstanding  amounts. 

8. CANCELLATION

Cancellation of this contract will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits  and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.  

9. DIMENSIONS AND QUANTITIES
   • Dimensions specified by the Company are to be treated as approximate only unless the Customer specifically states in writing that exact measurements are required.
   • Where the Company manufactures the Goods to the specifications of the Customer it may in its sole discretion elect to produce a sample for the Customers inspection. The Customer shall be responsible for all costs in connection with the production of the sample. Additionally the Company may elect in its sole discretion whether inspection of the sample should take place at its premises or those of the Customer. 
   • Goods subsequently manufactured in accordance with a sample approved by the Customer shall be conclusively deemed to be merchantable quality and fit for the Customers purpose in all respects and in particular and without prejudice to the generality of the foregoing in respect of materials used, quality of finish, dimensions and specifications.
   • The Company shall take reasonable steps to delivery or make available for collection the quantity of Goods specified in the Customers order however Goods delivered or made available for collection with a tolerance of plus or minus 10% of the quantity so specified shall be deemed to be in the quantity specified in the Customers order.

• GUARANTEE
  • In the event that the Works and/or the Goods any part thereof are defective in quality or state and/or performance or are otherwise not in accordance with the Contract then the Customer shall require (in lieu of any legal remedy which may otherwise have been due to the Customer) the Company to repair and reperform the Works and/or to repair or supply  satisfactory substitute Goods and provided the Customer has complied with the requirements as to notice contained in these conditions the Company shall be obliged at its option to repair  or reperform the Works and/or to repair or take back the defective Goods and supply satisfactory substitute Goods to the customer free of cost and within reasonable time. Upon the  Company repairing or reperforming the Works and/or repairing the defective Goods or supplying satisfactory substitute Goods then the Customer shall be bound to accept such repaired or  reperformed Works and/or repaired or substitute Goods and the Company shall be under no liability to the Customer in respect of any loss or damage whatsoever arising from the initial  performance of defective Works and/or delivery of defective Goods or from the delay before the defective Works are repaired or reperformed and/or defective Goods are delivered. 
  • In the event that the Goods are not manufactured by the Company gives no assurance warranty or guarantee whatsoever that the sale or use of the Goods will not infringe patent, copyright, registered design, design copyright or other intellectual property rights of any other person firm or Company.
• LIABILITY

SAVE when the Company can be shown to have failed to exercise reasonable care in the manufacture and/or supply of the Goods and/or performance of the Works and such failure  results in death or personnel injury THE COMPANY SHALL NOT BE LIABLE (without prejudice to condition 10) to the Customer for loss Injury or damage of any kind whatsoever  consequential or otherwise(including without limitation removal or rectification work required in connection with installation of repaired or substitute Goods) which results directly or  indirectly from any delay or the Companys performance or failure to perform the Works or supply or failure to supply Goods to the Customer or any combination of these. 

• CONFIDENTIAL INFORMATION

All drawings documents confidential records computer software and other Information supplied by the Company are supplied on the express understanding that copyright is reserved to the  Company and that the Customer will not without the prior written consent of the Company either give away loan exhibit sell exchange or deal with any such drawings documents records  software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are supplied. 

• Customer DRAWINGS
  • The Customer shall be solely responsible for ensuring that all drawings information advice and recommendations given to the Company either directly or indirectly by the Customer or by the Customers agents servants consultants or advisers are accurate correct and suitable. Examination or consideration by the Company of such drawings information advice or  recommendations shall in no way limit the Customers responsibility hereunder unless the Company specifically agrees in writing to accept responsibility. 
  • The Customer shall indemnify the Company from and against all actions claims costs and proceedings which arise due to the manufacture of the Goods and for the performance of the Works to the drawings or specifications of the Customer where such drawings or specifications are at fault or where it is alleged that they involve an infringement of patent copyright  registered design design copyright or other exclusive intellectual property right. 
• DATA AND TECHNICAL INFORMATION

The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations performance details examples of installations and methods of assembly and all other technical data in such literature are based on experience and upon trials  under test conditions and are provided for general guidance only. No such information shall form part of the contract unless the Customer shall have complied with condition 2.5 hereof Relating to statements and representations.

• SUB-CONTRACTORS

The Company shall be entitled without the prior consent of the Customer to sub-contract the whole or any part of the contract or to employ any independent contractor to perform its  obligations under the contract and in doing so none of the obligations accepted hereunder by or the rights conferred on the Company shall in any way be negative or varied.  

• QUANTUM MERUIT

Where from any cause whether arising under the contract or otherwise and whether due to the Companys breach of contract or otherwise the Works are only partly performed then the  Company shall be entitled to payment on a quantum meruit basis in respect of all work done without prejudice to the Companys rights and remedies should non-performance be  Occasioned by default to the Customer. 

17.1 INSOLVENCY

If the Customer shall become bankrupt or unable to pay its debts as prescribed by Section 123 Insolvency Act 1986 or compound with its creditors or in the event of a resolution being passed or proceedings commenced for the administration liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a  receiver Manager Administrator or Administrative Receiver is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in  part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

• FORCE MAJEURE

In the event that the manufacture or delivery of any of the Goods and/or performance of the Works is prevented or hindered directly or indirectly by fire, the elements, war, civil commotion, strikes or lock-outs, industrial disputes, shortage of raw materials or fuel not withstanding that the Company has taken all reasonable steps to procure the same, shortage of labour,  breakdown or partial failure of plant and machinery, late receipt of the Customers specification or other necessary information, acts, orders or regulations, of Government, delay on the part of any independent sub-contractor or supplier, or any other cause whatsoever beyond the reasonable control of the Company then the time of delivery of the Goods and/or performance of the Works shall be extended for a reasonable period having regard to the effect of the delaying cause on the manufacture delivery and for performance. 

• NOTICES

Any notice required to be given by either the Company or the Customer to the other shall be deemed to be properly served if sent by prepaid registered letter posted to its registered office or such other address as may from time to time be notified to the other for this purpose and any notice served shall be deemed to have been served 24 hours after the time of posting and  in proving such services it shall be sufficient to prove that the notice was properly addressed and posted. 

• ENGLISH LAW

The contract made hereunder shall be governed and interpreted according to English Law and the Company and the Customer hereby submit themselves to the jurisdiction of the English Courts.  

Unitech House, Prospect Road, Burntwood, Staffordshire, WS7 0AL Tel. 01543 675800  Fax. 01543 687070  Email: info@unitech.uk.com

www.unitech.uk.com    Registered No: 3165038