GENERAL TERMS AND CONDITIONS OF SALE

1. Definitions

1.1. For the purposes of these Terms and Conditions of Sale, the following expressions will have the meaning hereby assigned to them:The Seller: Uniform Architectural Limited

The Purchaser: the legal body or natural person(s) who purchases the Goods.
The Order: the description and quantity of the Goods to be supplied to the Purchaser under the Contract
Goods: the goods or products sold by the Seller to the Purchaser.
Contract: this Agreement and the Incoterms ® 2010 Rules
Parties: The Seller and the Purchaser both

2. Formation of Contract

2.1. The Contract constitutes the entire agreement between the Parties, notwithstanding any other provision and shall prevail over any of the Purchaser’s terms and conditions and shall apply to any Contract of sale between the Seller and the Purchaser.
2.2. No variation to the Contract shall have effect shall have effect unless expressly agreed in writing by the Seller.
2.3. Orders will be binding only if accepted or confirmed in writing by the legal representative of the Seller or by a person expressly authorised by the Seller and then only under the terms of Contract.
2.4. The Seller, without prejudice to any other remedies available, has the right to refuse to complete Orders for Goods and or to stop deliveries of Goods where the Purchaser has an unfulfilled obligation under this Contract or any other contract between the Parties
2.5. Should the Purchaser change, suspend or cancel the Order, the Seller has the right to terminate the Contract and to claim for damages or to increase the price under the Contract without notice to the Purchaser. In the case of cancellation of the Order any deposit will not be returned.

3. Price and Incoterms.

3.1. The price of the Goods is that notified by the Seller to the Purchaser in writing or in the absence of such confirmation the Sellers advertised price for such Goods.
3.2. The Seller shall have the right to increase the price of the Goods at any time before their delivery, in order to cover increases in the cost of the Goods to the Seller owing to any factor beyond the control of the Seller.
3.3. The price is exclusive of VAT which shall be added to and be part of the price at the rate valid on the date of the invoice.
3.4. Changes in quantities of the Goods ordered by the Purchaser may result in increases in unit price and delays in delivery dates agreed between the Parties. The Seller may increase the price of the Goods and shall not be responsible for delays in delivery in such circumstances
3.5. Should there be any terms within this Contract where a term in this Agreement is in conflict with a term of the Incoterms ® 2010 then the term of this Agreement shall prevail.
3.6. The Seller shall not be required to supply the Purchaser with the Incoterms ® 2010 rules which the Purchaser may gain from the website at http://www.iccbooks.com or from the International Chamber of Commerce.

4. Passing of risk and delivery

4.1. Delivery of the Goods or any part thereof shall occur upon actual delivery of the Goods to the Purchaser or any agent or employee of the Purchaser or delivery of the Goods to that destination requested by the Purchaser or delivery to any carriage company instructed by the Purchaser which-ever is the sooner. The Seller is not liable for any damages and or losses, which may occur after delivery of the Goods.
4.2. The place and time of delivery is that agreed between the Parties
4.3. If there is a delay in delivery of the Goods or a partial delivery of the Goods, the Seller shall not be liable for the loss or damage caused by such to the Purchaser.
4.4. Where the responsibility for delivery of the Goods lies with the Seller then such responsibility shall be limited to deliver to destinations which are easily reachable by truck and the Seller shall have the indisputable right to refuse the delivery to places which are difficult to reach by truck. In such event the Purchaser shall become responsible for delivery of the Goods.
4.5. The Purchaser shall unload the Goods from any vehicle used to deliver them and if relevant at the place and time agreed between the Parties.
4.6. If the Purchaser arrives more than an hour later than an agreed delivery time for the Goods, the Purchaser shall pay an extra fee waiting time.
4.7. The delivery of the Goods may be executed in separate batches as agreed by the Parties in writing.
4.8. The Goods delivered to the Purchaser shall not be sent back to the Sellerwithout a prior written approval indicating the conditions of the return of Goods. In the event the Goods are of satisfactory quality as defined by the Sale of Goods Act 1979 the Seller shall have the exclusive right to decide the conditions for accepting return of the Goods.
4.9. Any packaging or stands or pallets or the like delivered with the Goods shall comprise part of the Goods and their disposal is the liability of the Purchaser.
4.10. The Purchaser shall be deemed to have accepted the Goods 24 hours after delivery to the Purchaser and the Goods shall be deemed to be of satisfactory quality as defined by the Sale of Goods Act 1979 unless the Purchaser has raised a complaint concerning the Goods within 24 hours of receiving the Goods and any alleged defect in the Goods shall in any event be limited to that raised within such time and it is agreed between the Parties that 24 hours is sufficient time to examine the Goods for defects in the Goods or their quantity or type or proportion and therefore time shall be of the essence in this regard
4.11. The Seller shall contact the Purchaser within 24 hours of the Purchaser raising complaint to acknowledge such and the Seller will aim to provide a resolution within 5 working days of such acknowledgment.
4.12. All complaints will be dealt with in a fair and confidential manner by both Parties.

5. Passing of Title

5.1. All Goods remain the property of the Seller until paid in full.
5.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Purchaser until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Purchaser for which payment is then due.
5.3. Until such time as the property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Seller’s fiduciary agent and Bailee, and shall keep the Goods separate from those of the Purchaser and third parties and properly stored protected and insured and identified as the Seller’s property, but the Purchaser may resell or use the Goods in the ordinary course of its business.
5.4. Until such time as the property in the Goods passes to the Purchaser (and provided the Goods are still in existence and have not been resold), the Seller may at anytime require the Purchaser to deliver up the Goods to the Seller and, if the Purchaser fails to do so forthwith, to enter on any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.
5.5. The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Purchaser does so all moneys owing by the Purchaser to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.
5.6. The Seller may ask the Purchaser for a copy of the insurance policy which provides compliance with clause 5.3 and the Purchaser shall give it to him immediately.

6. Payment

6.1. Payment shall be made according to the terms agreed upon between the Parties in the order confirmation.
6.2. Overdue payments bear interest compounded monthly at the percentage rate indicated for interest in “The Late Payment of Commercial Debts (Interest) Act 1998” as amended and supplemented by the “Late Payment of Commercial Debts Regulations 2002”.
6.3. Unless otherwise agreed, any expenses or bank commissions due with respect to the payment shall be an addition to the Price of the Goods.
6.4. The Purchaser is not authorised to make any deduction from the price for the Goods including but no limited to set-off (e.g. if he considers that the Products are defective), unless agreed in writing with the Seller.
6.5. It is agreed that possible complaints or objections do not entitle the Purchaser to suspend or to delay payment of the Products as well as payment of any other supplies.
6.6. Should the Seller have reason to fear that the Purchaser cannot or does not intend to pay the Products on the agreed date, he may make delivery dependant on obtaining an appropriate payment guarantee (e.g. surety or bank guarantee)
6.7. In case of delayed payment, the Seller may unilaterally modify the terms of payment of other supplies and/or suspend their performance until the Purchaser provides appropriate payment guarantees.
6.8. Requested delayed deliveries; When a customer requests a delayed delivery date for windows that have commenced production, then the manufacturing process cannot be stopped and the delivery to UK must continue as planned. In that situation, Uniform Architectural will try to help by offering to divert the delivery into independent UK storage, for re-delivery when required, for which all of the storage and re-delivery costs must be met by the customer. The customer also agrees that in this situation, the invoice date for payment will be the same date that the goods are placed into storage. A vesting certificate can be provided for the customer’s protection, if required.

7. Warranty for defects and liability

7.1. The Seller shall not be responsible for defective Goods caused by the Purchaser’s fault or negligence.
7.2. Any defect not obvious from a visual inspection of the Goods should be notified to the Seller at the point it becomes evident. The Goods are warrantied to be free from defects for ten years after the delivery of the Goods provided:-
7.3. Defects which can be detected visually within 24 hours shall not have the benefit of this warranty should there be a failure to report such defect(s) in accordance with clause 4.10 of the Contract
7.4. The operation of the Goods has complied with the operating instructions for the Goods.
7.5. Defects which are the result of incorrect installation shall not be deemed a defect in the Goods.
7.6. The Seller may, at its own discretion, either replace, repair or issue credit note in respect of the warranty subject to the Goods with defects having been promptly returned to the Seller free of cost within ten (10) yearsfrom the delivery and within 15 days of the notification of the defects.The Goods repaired or replaced under the warranty will only have the benefit of a warranty under this Contract for that period the original Goods would have had the benefit of the warranty.
7.7. It is agreed that the above mentioned warranty (i.e. The obligation to repair or replace the Goods) is in lieu of any other legal guarantee or liability with the exclusion of any other Seller’s liability (whether contractual or non-contractual) which may anyhow arise out of or in relation with the Goods supplied (e.g. compensation of damages, loss of profits, recall campaigns, etc.).
7.8. The Seller has the right not to provide a warranty in case of default in payment, partial or delayed payment by the Purchaser.
7.9. The Purchaser agrees the liability of the Seller to the Purchaser for whatever ever reason under this Contract shall not exceed the price due or paid for the Goods in any circumstances except those which may not be excluded by the operation of law such as liability for personal injury.
7.10. The Seller warrants that it has Public Liability Insurance and Products Liability Insurance with a reputable insurer with an indemnity limit of not less than £5,000,000 (in each case) for any one claim or series of claims arising from the same incident.
7.11. The Seller shall give the Purchaser the right to examine a copy of the insurance policies and has the right to ask for a further coverage and the costs shall be on the account of the Purchaser.

8. Earlier Contract termination

8.1. The Seller has the right to terminate the Contract with immediate effect, by a written notice sent by fax and followed by registered letter with return receipt, in case of breach of Contract by the Purchaser or in case of occurrence of circumstances beyond the control of the Seller which will or have caused the Seller to breach this Contract.
8.2. The following list provides a non-exhaustive example of circumstances which shall be considered as exceptional circumstances justifying the immediate Contract termination by the Seller : bankruptcy of the Purchaser or any kind of composition between the Purchaser as a bankrupt and the Purchasers creditors, death or incapacity of the Purchaser, civil or criminal sentences as well as any circumstances which may affect the reputation of the Seller or hamper the punctual carrying out of the Seller’s activities, any important change in the business name or in the management board of the Purchaser, any refusal on the part of the Purchaser to receive all or part of the Goods without a reason agreed by the Seller.
8.3. In respect of any termination pursuant to the previous articles, the Purchaser shall pay to the Seller liquidated damages amounting to 30% of the net price of any Goods not delivered plus the full price of any Goods delivered.

9. Severability

9.1. Should any clause be considered invalid or unenforceable by the judgement of a Court of competent jurisdiction or award of an Arbitral Tribunal, all other provisions shall remain in full force and effect.
9.2. Any clause which shall be found to be invalid or unenforceable shall only be severed from the Contract so much as is required to allow it to be enforced providing the obvious intent of the Clause shall remain, whether on it’s own or by construction of the Court or through the application of the following clause
9.3. The Parties agree, however, to replace, when possible, any provision declared invalid by a provision which shall reflect their initial intent, as objectively and consistently as possible and in accordance with the basic relationship existing between the Parties.

10. Waiver

10.1. The non-enforcement by the Seller of any provision contained in the Contract shall not be construed by the Purchaser as a waiver of the right to enforce the provision at another time under different circumstances and/or enforce other provisions of the Contract.

11. Force Majeure

11.1. In the event of an Act of God (including but not limited to a flood, earthquake, typhoon, epidemic or other natural calamity), war or armed conflict or the serious threat of the same (including but not limited to a hostile attack, blockade, embargo, riot or insurrection), governmental order or regulation (including but not limited to prohibition or restriction of importation or exportation or the regulation or allocation of energy resources), labour disputes (including but not limited to a strike, slowdown, lockout or sabotage), or any other causes beyond the reasonable control of the parties hereto, neither party shall be liable for any failure to perform any of its obligations hereunder.
11.2. Any party hereto shall have the right to terminate this Contract upon prior written notice if either party is unable to fulfil its obligations under this Contract due to any of the above mentioned causes and such inability continues for a period of 6 (six) months.

12. Notices

12.1. Any notice required or permitted to be given by the Parties under the terms of the Contract shall be in English and in writing and shall be sent to the address for that Party noted at the top of this Contract unless either Party has notified the other of a change of address.
12.2. Notices sent by post shall be deemed to be received after seven (7) days from the dispatch. Notices sent by e-mail, fax or any other equivalent means shall be deemed to be received on the date of the dispatch.

13. Intellectual Property Rights

13.1. The Purchaser acknowledges that any intellectual property rights related to the present Contract remain the sole and exclusive property of the Seller. The intellectual property rights are protected by the English and Welsh law and the international rules.
13.2. The Purchaser shall use the intellectual property rights only in accordance with the laws above-mentioned and with any other agreement between the Parties.

14. Applicable law and Jurisdiction

14.1. The Contract shall be governed by the laws of England and Wales.
14.2. This Contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales and all disputes under this Contract shall be submitted to those Courts for decision subject to the mediation process outlined below.
14.3. In the case of a dispute under this Contract the Parties shall follow the mediation process outlined below:-
14.3.1. Both Parties shall agree the name of a mediator within seven days of one Party requesting the other for such agreement
14.3.2. In the event agreement on a named mediator cannot be reached then either Party may ask the President for the time being of the RICS to provide the name of a mediator who shall stand as the Parties agreed mediator
14.3.3. The mediator shall call a mediation meeting to be held within 14 days
14.3.4. Both parties shall provide to the mediator a case summary of their case limited to 5 A4 sized pages of one side only on each page and typed in Times New Roman size 12 font
14.3.5. Both parties shall provide to the mediator a core bundle of documents which shall be paginated and indexed and which shall consist of no more than 250 pages.
14.3.6. Both Parties shall bear the cost of such mediation including the nomination of a mediator equally unless any dispute complained of is found by the Courts to be without substance to a degree that would have allowed any Defence to such dispute to succeed in having a Claim based on the dispute summarily struck out had it gone before the Courts.
14.3.7. The mediation process outlined above may be varied or ignored by agreement in writing as to such between the Parties.