STANDARD TERMS AND CONDITIONS OF SALE OF USN UK LTD
These are the terms and conditions on which we will contract with you ("the Conditions"). They only apply to trade customers.
"Buyer" - the person, firm or company who purchases the Goods from the Company.
"Company" - USN UK Ltd (company no. 6422265).
"Contract" - any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.
"Goods" - any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
2. Application Of Terms
2.1 Subject to any variation under condition
2.2, all Contracts shall be subject to these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 Any alternative conditions or any addition, alteration or variation to these Conditions or representations about the Goods shall not apply unless they are expressly agreed in writing and signed by the Company and nothing in these Conditions shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.3 Any order or acceptance of a quotation for Goods by the Buyer to the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The acknowledgement of an order by a message on the Company's website or an e-mail shall not constitute confirmation or acceptance of such order.
2.5 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues, brochures or on its website are issued, published or displayed for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and shall not be treated as constituting any warranty, representation or condition in relation to any of the Goods. This is not a sale by sample.
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business and the Buyer shall be bound to accept the Goods when they are ready for delivery by the Company.
4.2 If the Buyer does not properly accept delivery, the Goods will be deemed to have been delivered and risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence). The Company may store the goods until collection by the Buyer whereupon the Buyer will be liable for all related costs and expenses (including storage and insurance).
4.3 Any complaint of short delivery or defects discoverable on reasonable inspection must be notified to the Company within 7 days of receipt of the Goods and confirmed in writing at that time by the Buyer to the Company. Where the defect is not apparent on reasonable inspection then the Buyer shall notify the Company of the defect within a reasonable time after discovery thereof.
4.4 The Company shall, at its option, replace, repair or give credit for any defective Goods provided that condition 4.3 has been complied with and that the defective Goods have been returned to the Company, accurately identified and packaged appropriately. The Seller's liability for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the appropriate rate.
4.5 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence.
4.6 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or Fiestanant.
5.1 Risk in the Goods shall pass to the Buyer upon delivery.
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
5.2.1 the Goods; and
5.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
5.3.1 hold the Goods on a fiduciary basis as the Company's bailee;
5.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
5.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
5.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
5.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
5.4.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value and the Buyer shall hold such party of the sale proceeds as represents the amount owed by the Buyer to the company on trust for the Company and shall not mix the said proceeds with any other money or pay it into a bank account which is overdrawn and shall account to the Company accordingly; and
5.4.2 any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
5.5 The Buyer's right to possession of the Goods shall terminate immediately in the event of any act or proceedings which involves the solvency of the Buyer or if the Buyer encumbers or in any way charges any of the Goods.
5.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6. Price and Payment
6.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published or on the Company's website as at the date of delivery or deemed delivery.
6.2 Payment for the Goods shall be made, without any set-off, deduction or counterclaim whatsoever, when the Goods are delivered or deemed to be delivered unless otherwise agreed in writing by the Company. Time for payment shall be of the essence.
6.3 No payment shall be deemed to have been received until the Company has received cleared funds.
6.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision or any act or proceedings which involves the solvency of the Buyer.
7. Limitation Of Liability
7.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
7.1.2 any breach of these Conditions; and
7.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these conditions excludes or limits the liability of the Company:
7.3.1 for death or personal injury caused by the Company's negligence; or
7.3.2 for breach of any undertaking as to title, quiet possession and freedom from encumbrance implied by law; or
7.3.3 for fraud or fraudulent misrepresentation.
7.4 Subject to condition 7.2 and condition 7.3: 7.4.1 the Company shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contracts; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7.4.2 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid by the Buyer for the Goods and the Buyer shall be responsible for making its own arrangements for the insurance of any excess loss.
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
9. Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental action, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 6 months, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
10.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
10.2 if any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
10.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
10.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
10.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
10.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
11. Notices: Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and addressed to the other party at its registered office, principal place of business or, where the Buyer is a consumer, home or such other address as may at the relevant time have been notified to the party giving the notice where such notice shall be deemed to have been given when delivered if delivered by hand and 2 working days following the date in which the said notice was so posted.