1                     GENERAL

1.1      These conditions of Sale apply to all contracts for the sale of goods and/or the supply of services entered into by Union Technology & Services Limited (“the Company”). They apply in preference to and supersede any terms referred to, offered, or relied on by either party whether in negotiations or at any stage in the dealings between the Company and the Client with reference to the Goods and/or the Services. Nor will the Company be bound by any standard or printed terms furnished by the Client in any of its documents.

1.2    The terms defined in the Order Form shall apply in these Conditions, which are subject to any Special Terms stated in the Order Form.

1.3    This contract constitutes the entire agreement between the parties relating to its subject matter. Each party acknowledges that it has not entered into the contract on the basis of, and does not rely on, any representation, warranty or other provision that is not expressly included in the contract. The contract may only be varied in writing, under the signature of both parties or their  authorised representatives. No delay or omission of either party in exercising any right or remedy in whole or in part shall be construed as a waiver of it, or operate so as to limit or preclude any further or other exercise of it.

2         GOODS

2.1    All descriptions of the Goods are given by way of identification only and the use of any such description shall not constitute a sale or description. The Company maintains a policy of continuous product improvement, and reserves the right to alter specifications without notice at any time before delivery.

2.2   If a sample of the Goods has been exhibited to and inspected by the Client the contract shall not constitute a sale by sample.

2.3   Subject as above, the Company shall replace the Goods free of charge upon written notification by the Client within 7 calendar days of delivery if they are found to be materially different from those ordered, of proven defective workmanship (with evidence of the same) or of a significantly and materially lesser quality or specification than that specified by the Company in writing or subsequent to the Order Form.

3         SERVICES

3.1    Any services described in the Order Form shall be provided by the Company to the Client at the Price specified for those Services in the Order form or as may be agreed between the Company and the Client.

3.2   Where the exact specification of the Goods, or of goods to be supplied by a third party in relation to which the Company is providing the Services, remains to be determined, the Client shall provide as soon as reasonably practical all detailed specifications and descriptions of its requirements as the Company may require to the Company or as it may direct. Within a reasonable time frame from when the Company receives any such required third party information from the Client as specified in this clause 3.2, the Company shall submit its proposal (including estimated costings) to the Client. Following receipt of the Client’s instructions in relation to the proposal (which in any event shall be no later than 7 calendar days from the date on which the Company submitted the proposal to the Client for approval), the Company shall prepare a fresh proposal as above if necessary, or shall proceed with the provision of the Services and/or supply of the Goods as ordered.

3.3   The Company will only be liable in respect of installation work carried out by itself, its employees, agents, or sub-contractors, but will not be so liable in any case where there are direct contractual relations between the Client and an installing party other than the Company. In any event the Company’s liability for installation work shall be limited to the correction of any failure to use reasonable skill and care and always subject to clause 9.1. The Client shall be responsible for the safety of the personnel of the Company or of its sub-contractors whilst on the Client’s premises,
shall comply with all relevant statutory requirements and shall maintain adequate insurance in relation to the Services being supplied and the Goods being installed.

4        DELIVERY

4.1    The Company will deliver the Goods to the Delivery Address in normal working hours (Mon-Fri 9am–5pm) by any method of transport at the Company’s option and shall (if included in the Services) install them or arrange for their installation there. The Client shall pay any applicable delivery charge incurred by the Company, which shall be added to the Price. The Company may make part deliveries.

4.2   If a Delivery Date is specified the Company will aim to despatch the goods by then, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

4.3   The Company shall not be liable for any damage, loss, non-delivery or shortage of the Goods whilst in transit unless the Client gives written notification of the claim to the Company (with evidence of the same provided to the Company) within 7 calendar days of delivery, or within such time as the Company may notify to the Client is sufficient to enable the Company to comply with its carrier’s requirements for claims.

4.4  The Company shall not be liable for any non-delivery of part of any consignment of the Goods unless the Client gives written notification of the claim to the Company (with evidence of the same provided to the Company) within 7 calendar days of delivery of the rest of the consignment.

4.5   If any delay is caused by the Client then the Client will be liable for any additional storage, warehousing, handling, loading and unloading costs and any other costs or losses suffered by the Company as a result of the Client’s delay. If delivery is delayed by any cause beyond the reasonable control of the Company a reasonable extension of time for delivery shall be granted and the Client shall pay such reasonable extra charges and costs which have been caused by or arisen from such delay. Alternatively, the Company may cancel the Contract, in which case it shall refund to the Client the full amount of the Price paid at the date of cancellation subject to any deductions for all reasonable charges and costs incurred by the Company due to such cancellation of the Contract by the Client.

5         PRICE

5.1    Any price(s) stated in the Order Form or otherwise notified by the Company or agreed by the parties are based on costs currently prevailing in respect of the Goods and/or Services stated. Any increase in prices due to the Client’s requirements shall be paid by the Client. Any increase in prices due, in the opinion of the Company, to a material increase in costs to the Company may, at the Company’s sole discretion, be passed onto the Client by an increase in the price.

5.2   All prices are exclusive of VAT, except where expressly stated otherwise.

6        PAYMENT

6.1    All Payment terms are as stated in the order form. Unless otherwise specified in the order form, 100% of the estimated total price, including VAT, is payable upon placement of the order.

6.2   If payment of the Price or any part of it is not made by the due date, the Company shall be entitled to charge interest on the outstanding amount, (both before and after any judgement) at the rate of 3% per annum above the Base Rate from time to time of Barclays Bank Plc accruing daily.

7         PROPERTY

7.1     The risk in the Goods shall pass to the Client upon delivery.

7.2   The legal ownership of the Goods shall not pass to the Client until the Price, and any other indebtedness of the Client of the Company, has been paid in full.

7.3   Until then the Client shall:

7.3.1. Hold the Goods in a fiduciary capacity as the Company’s bailee;

7.3.2. Store the goods separately, so that they may be readily identified as the Company’s property;

7.3.3. Adequately insure the Goods;

7.3.4 Upon demand, return the Goods to the Company or allow the Company access to any premises where they may be stored in order to recover them;

7.3.5. Not resell the Goods, except in the ordinary course of its business, in which case it shall hold the proceeds of sale upon trust, pay them into a separate identified account, and account to the Company for them upon demand.

8         CANCELLATIONS

8.1    Should a Contract be cancelled by the Client before delivery the Company will charge 10% administration costs and any manufacturer and/or other associated costs the Company incurs as a result of the Client’s cancellation of the Contract.

8.2   The Client may not return any Goods which comply with the contract unless the Company agrees to accept their return within 7 calendar days of delivery. In such a case the Client shall pay the full return delivery charges, and a cancellation fee of 20% of the Price, both of which may be deducted from the Initial Payment, and the Company shall refund the balance (if any).

9        LIMITATION OF LIABILITY

9.1    The total liability of the Company to the Client under this Contract, except any such limitation
or exclusion of liability that is prohibited by law, shall be limited to the Price (excluding VAT) only.

9.2   No proceedings or action may be commenced for breach of this Contract after the expiry of 12 months from the date of this Contract.

10      DISPUTES

10.1 The Company or the Client may at any time notify the other of its intention to refer a dispute or difference arising under or out of this Contract to adjudication.

10.2            This Contract and any dispute or claim arising out of or in connection with this Contract or the subject matter or formation of this agreement (including non-contractual disputes or claims) is governed by and is to be construed in accordance with English law.

10.3            The Company and the Client irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this agreement (including non-contractual disputes or claims), provided that either party may bring proceedings in any other court or jurisdiction for the purposes of the enforcement or execution of any judgment or settlement agreement.

11        THIRD-PARTY RIGHTS

11.1   Nothing in this Contract confers any rights on any person (other than the parties to this agreement and their permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12      SEVERANCE

12.1  Each provision of this Contract is distinct and severable from the others. If at any time one or more of those provisions is or becomes invalid, unlawful or unenforceable (whether wholly or partly), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) shall not be affected or impaired in any way.

12.2 If any provision of this Contract is or becomes invalid, unlawful or unenforceable (whether wholly or partly) but the provision would be valid, lawful or enforceable if deleted in part, then the provision shall apply with the minimum deletion necessary to make the provision valid, lawful and enforceable.

12.3 The Company and the Client may agree to amend this Contract in order to ensure the terms of
this agreement are valid, lawful and enforceable.

13      ENTIRE AGREEMENT

13.1  This Contract and the documents referred to or incorporated in it (which for the avoidance of doubt includes the Order Form and any Special Terms of the Order Form) constitute the entire agreement between the Company and the Client relating to the subject matter of this Contract and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the Company and the Client in relation to the subject matter of this Contract.

14      ASSIGNMENT

14.1  The Client shall not assign any of its rights under this Contract without the Company’s prior written approval.