These conditions of sale comprise the basis on which Unitex offers Goods for sale and in any resulting contract will take precedence over the Buyer’s conditions of purchase. No variation or addition to, or deletion from these conditions of sale shall be effective unless in writing and signed by a duly authorised officer of Unitex. Where an order for Goods is to be delivered in instalments, each instalment shall comprise a separate contract. Any relaxation or concession that may be granted by Unitex shall not invalidate, impair nor compromise neither these conditions of sale nor any of them and shall in no way effect or prejudice Unitex strict rights hereunder. In these conditions of sale:
'Unitex' Shall be Unitex UK Limited and its subsidiaries; Marling Leek Limited, Miller Weblift Limited and RidgeGear Limited whose registered office is at Nelson Street, Leek, Staffordshire, ST13 6BB
'Buyer' Shall be person, firm, company or corporation by whom the order is placed or with whom the contract is made.
'Goods' Shall be all or any part of the material supplied by Unitex to the Buyer under the contract.
The term ‘Contract’ shall relate to both long-term contractual agreement and to individual orders.
Any ‘Contract’ shall be personal between the Buyer and Unitex and may not be assigned by either party without the other party’s written consent. Unitex reserves the right to set off against any amount due from it to the Buyer any debt due from the Buyer to Unitex or to any associated subsidiary company of Unitex.
Goods will be invoiced at the price ruling on the date of order. Prices will be subject where applicable to VAT, Excise Duty, and any other Government Tax or Duty. Unitex reserves the right to vary prices at any time without notice.
Unitex may require the Buyer to pay cash on or before despatch of the Goods or to provide security satisfaction to Unitex. Otherwise payment is due to be made by the Buyer without right of set-off or counterclaim so as to be received by Unitex at its registered office not later than the thirtieth day of the month following the month of the invoice, unless otherwise stipulated by Unitex and/or agreed in writing by Unitex. Any credit terms given by Unitex may be terminated at any time without notice. If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to Unitex, Unitex may
3.1 cancel the contract or suspend any further deliveries to the Buyer under any contract
3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
3.3 charge interest both before and after judgment on overdue accounts at the rate of up to three per cent (3%) per annum above the base lending rate for the time being of the HSBC PLC, such interest being calculated from the due date for payment until the date on which payment is received by Unitex. Such interest shall be payable on demand.
4. Quality and Purpose
Unitex warrants that the Goods shall comply with Unitex specification for the Goods in question as current from time to time unless otherwise agreed. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded, except in so far as such exclusion is prevented by law. Goods sold as sub-standard are warranted only to comply in general terms with Unitex description or sample. Unitex liability in tort for any loss or damage (other than death or personal injury) arising (whether or not from Unitex own negligence) directly or indirectly out of the supply or use of the Goods, or of the packages, pallets or containers by which the Goods are delivered, shall be limited to the invoiced value of the delivery from which the loss or damage arises. In no circumstances will Unitex be liable for any indirect or consequential loss or damage no matter how so arising.
5. Measurements and Deliveries
Unitex measurement of quantity shall be accepted by the Buyer. Any delivery which Unitex procures to be made shall be treated as a delivery by Unitex. Acceptance of the Buyer's order is subject to supplies being available and unsold. While every attempt is made to meet stated delivery dates Unitex accepts no liability for loss or damage resulting from early or late delivery.
In the case of goods to be collected from Unitex the point of delivery shall occur as the goods are loaded on the collection vehicle. In the case of goods to be delivered to an address in the United Kingdom the point of delivery shall occur as the goods are removed from the transporting vehicle at such address. Any claim for damage or part loss must be made in writing by the Buyer and posted to Unitex within two days of the delivery, any other claim, including total loss of the consignment must be in writing and posted to Unitex within twenty-one days of delivery of despatch date shown. Unitex will not entertain claims made after these dates and in absence of such notification of Goods shall be deemed to have been delivered complete and in a satisfactory condition and the risk transferred to the Buyer.
6. Passing of Property and Risk
The risk in the Goods shall pass to the Buyer at the point of delivery as defined in Clause 5 above, and Unitex shall be entitled to treat the risk as having been passed if the Buyer fails to take delivery of the Goods when delivery falls due. Notwithstanding delivery, the property in the Goods shall remain vested in Unitex until the Buyer has paid for them in full as well as all other sums due to Unitex. In the period from the delivery of the Goods down to such payment the Buyer holds the Goods as a bailee for Unitex and shall store the Goods in such a way as they may be clearly identified as the property of Unitex.
Should payment of any invoice become overdue or should the Buyer become insolvent, go into liquidation, have a winding up order made against it or have an administrator or administrative receiver appointed over its assets, income or any part thereof or enter into an arrangement with its creditors, all sums owed to Unitex shall become immediately due and payable and Unitex shall be entitled to recover the Goods and may enter upon the Buyer's premises for that purpose.
7. Buyers Warranty
The Buyer undertakes to provide adequate and proper facilities for the reception and storage of the Goods and warrants that those facilities comply with all relevant statutes and regulations (including Health and Safety Regulations) and that all necessary permits and licences have been obtained.
8. Force Majeure
8.1 Unitex shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Goods by Unitex being prevented, hindered, delayed or rendered uneconomic by reason or circumstance or events beyond Unitex reasonable control including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance or unavailability of raw material such as components from normal sources.
8.2 If due to such circumstances or events Unitex has insufficient stocks to meet all its commitments Unitex may apportion available stocks between its customers at its sole discretion.
The contract shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the jurisdiction of the English courts.