Terms & Conditions
Universal Trading Limited – Terms and Conditions of Sale 5th February 2004
GENERAL 1. All contracts and orders are governed by these terms and conditions of sale. No other terms or conditions shall apply, even though referred to or contained in any order, acceptance or other document submitted by you unless those terms are expressly agreed to in writing by us and signed by a Director. No Contract shall come into existence until your order (however given) is accepted by the earliest of: our written acceptance; delivery of the goods; and our invoice.
FORCE MAJEURE 2. If we are delayed, hindered or prevented from performing any of our obligations hereunder by circumstances outside of our control, we shall have no liability for such delay or failure in performing our obligations.
DELIVERY 3. You shall be obliged to take delivery of the goods when tendered.
TITLE AND RISK 4. a) The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer and you shall keep the goods fully insured from the moment of delivery until they have been paid in full. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received cash or clear funds payment in full for all the goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of interest or the sum payable under which the goods were delivered.
LOSS OR DAMAGE 5. We shall not be liable for any total loss or destruction in transit or total non-delivery of goods unless you notify the carrier and us in writing of such occurrence within a period of seven days from the expected date for delivery. We shall not be liable for any damage in transit, any partial loss or destruction in transit, any partial non-delivery of goods, or any short delivery, unless you notify the carrier and us in writing of such occurrence within a period of three days from the actual date of delivery.
SPECIFICATIONS, MEASUREMENT AND CLAIMS 6. We shall be entitled in our discretion to make an addition to the contract price in the event of any agreed alterations to the contract specification.
7. The goods will be supplied in accordance with the specification in the contract and any agreed alteration. You shall be deemed to have accepted the goods as being in all respects in conformity of the contract (including without prejudice to that generality as regards quantity and measurement, quality, correspondence with description or sample, and otherwise) unless
a) in the event of a complaint of non-delivery or non-receipt, we have received written notice of that complaint within seven days of the expected date of delivery: and
b) in the event of complaint that any part of the consignment is missing or damaged, we have received notice of that complaint within three days of the actual date of delivery: and
c) in the event of complaint as to measurement, the whole provisions of clause 8 hereof have been complied with:
d) in the event of any other complaint, we have received notice in writing of that complaint within seven days of receipt by you of the goods to which the complaint relates: and
e) in the case of any category of complaint, you shall keep the entire delivery in its original state and packaging, subject only to necessary inspection, but at least 80% of the delivery shall (unless otherwise agreed in writing by us) be kept clearly identifiable as being in its original state as delivered, in intact bundles or pallets. The leather has all been properly stored in appropriate conditions throughout the period from time of delivery, and none of the leather has been marked, cut or put into use, pending resolution of the complaint.
f) Any dispute shall not in any circumstances entitle you to defer, refuse or withhold payment of the price in whole or part
g) We shall be obliged promptly, and in any event within seven days to respond to any complaint.
8. The following conditions shall apply to any dispute as to measurement
a) A minimum sample of 5% (or less if mutually agreed) of the delivery shall in the presence and under the supervision of us or our representative be drawn from such original bundle(s) and shall at our sight be properly transmitted to and check measured by the BLC Leather Technology Centre and Industry on a mechanical pinwheel measuring machine, following proper conditioning, in accordance with the International Council of Tanners’ Code of Practice for the area measurement of leather by the mechanical pinwheel measuring machine, all within 14 days of date of delivery, and all at your expense.
b) The goods shall be held to have been in conformity of the contract, and no financial or other adjustment shall be made, unless the foregoing provisions have been complied with and a certificate has been issued by the BLC Leather Technology Centre and Industry following upon measurement in accordance with the foregoing procedure showing a discrepancy greater than 2% for firm leather, or greater than 3% for soft stretchier leather. If such Certificate discloses a greater discrepancy, we shall be entitled in our option either (firstly) to make a financial adjustment pro rata to the total discrepancy disclosed by such sample check measurement, or (secondly) at our own expense to have the whole consignment check-measured in the same manner as above provided, and to make a financial adjustment based upon the total actual discrepancy disclosed by such check-measurement. No other remedy shall be available to you
WARRANTIES 9. Should we be in breach of any of the conditions implied by Sections 13, 14 or 15 of the Sale of Goods Act 1979, our liability to you shall be limited to (at our option) either refunding the purchase price of the goods to you or replacing the goods in respect of which we have a liability: and in no circumstances shall we be liable for any consequential loss or damage sustained by you, whether due to our negligence or in any other way attributable to the supply of the goods by us pursuant to the contract. If the goods supplied by us are proved to be defective, and provided that the goods have not been marked, cut or used in any way or by any manufacturing process, we will make an allowance or effect a replacement in respect of the defective goods. We shall not however have any liability or responsibility whatsoever in respect of goods used for any purpose other than an intended use intimated at or prior to the time of order.
INDULGENCE 10. Any waiver by us of any rights hereunder shall not be deemed to be a waiver by us of any other rights, or of any rights in respect of any other transaction.
LIEN 11. In the event of your insolvency we shall, in addition to any right of lien to which we may be entitled by law, be entitled to a general lien on all of your goods in our possession (whether or not paid for) for the unpaid price of any goods sold or delivered by us to you under the same or any other contract.
DETERMINATION 12. We shall be entitled (without prejudice to any claim or right which we might otherwise have) to determine any contract then subsisting between you and us by notice to you upon or at any time following occurrence of any of the following events, namely: any default by you; any breach by you of your obligations to us; it appearing to us that you are unable to pay your debts; your insolvency or apparent insolvency; if you are a limited company, the appointment of a Receiver of Administrator to any of your assets, or the passing of a resolution or presentation of a Petition for your winding-up.
LAW OF CONTRACT 13. This contract shall be governed by and construed in accordance with the Law of England.