Terms & Conditions
Universal Sealants (UK) Limited Group websites Copyright ©
Interpretation
(1) Except as agreed in writing between USL BridgeCare, USL StructureCare, Nufins or Visul Systems (“the Company”) and the Buyer the terms and conditions herein below set out shall be deemed to be incorporated in any agreement or contract between the Company and the Buyer and shall prevail over any conditions or terms of trading of the Buyer.
(2) This agreement shall be governed by the laws of England and may only be modified or amended by the parties subsequent to the signing hereof.
Warranties
(3) It is hereby expressly agreed that although the goods have been herein below described the goods delivered by the Company hereunder shall subject to the terms hereof correspond with the written terms and descriptions contained in the Company’s sales literature from time to time and the Company will be responsible for the quality or fitness thereof for any purpose but the Buyer must take them on his own judgment.
(4) Subject as aforesaid this Agreement is in lieu of and to the exclusion of all liabilities obligations warranties and conditions statutory or otherwise implied or expressed save for any which cannot be lawfully excluded and without prejudice to the generality thereof and notwithstanding that a sample of the goods hereby agreed to be sold has been or may have been exhibited to and inspected by the Buyer such samples was exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sole by sample under this contract.
(5) The Company reserves the right to make improvements to the goods and to review modify or to vary the technical specifications or designs of the goods.
Deliveries
(6) Where the goods are in the possession of a third party the Company shall be deemed to have made delivery of the goods if it hands to the Buyer the license or authority of the third party for removal of the same by the Buyer.
(7) Unless otherwise agreed and subject to the provisions hereof the Company shall deliver the goods to the Buyer at the Company’s premises. Where carriage is by independent carriers then the time of delivery to the Buyer shall be the time of delivery to the independent carriers.
(8) Where the cost of carriage of the goods to a destination specified by the Buyer is included in the price for the goods and there shall be any increase in the costs of carriage between the date of contract and the date of delivery then the Company shall be entitled to increase the price payable by the Buyer accordingly provided that proper evidence of such increase shall be supplied to the Buyer on demand.
Acceptance
(9) If the company agrees to send the goods to the Buyer and no time of sending is fixed then the Company will send them within a reasonable time. In the event that a dispatch date is given by the Company then the Company will use its best endeavors to comply there with and time shall not be of the essence of this transaction.
(10) The Buyer shall inspect the goods immediately on the arrival thereof and shall within forty eight hours from such inspection give notice in writing to the Company of any matter or thing by reason whereof he alleges that the goods are not in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly. If the Buyer shall fail to give such notice the goods shall be deemed to have been in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly. If the Buyer shall give a notice as aforesaid he shall give the Vendor all facilities necessary to inspect and test the alleged nonconforming goods.
(11) Where delivery of the goods by the Company is rejected by the Buyer because the goods do not conform with the terms and conditions of this contract the Company may notify the Buyer of its intention to replace the goods which are nonconforming and may within the contract time make a conforming delivery.
Return of Goods
(12) Goods to be returned may only be returned to USL BridgeCare, USL StructureCare, Nufins or Visul Systems depot by arrangement with Sales Office. Damaged goods and those with damaged packaging WILL NOT be accepted. The Contractor or intermediary is responsible for the return of Goods (expect in the case of faulty goods, or delivered goods damaged en route to site).
Cementitious products can not be considered for return. GOODS THAT HAVE BEEN SPECIFICALLY ORDERED AS NONSTANDARD COLOURS, MODIFIED PRODUCTS OR PRODUCTS THAT ARE NONSTANDARD STOCK ITEMS WILL NOT BE ACCEPTED FOR RETURN. Any products returned that is found to be unacceptable will be charged at the current appropriate disposal rate. Any acceptable product will be subject to a restocking charge.
Risk
(13) The risk in the goods shall pass to the Buyer on delivery.
Payment
(14) The Buyer shall pay for the goods without deduction at the price quoted overleaf plus Value Added Tax within thirty days of the date of invoice. If payment is not made within thirty days then the Company may charge interest at the rate of 4% above the base lending rate of Midland Bank PLC from time to time from the due date until payment.
Installments
(15) Where the Company and the Buyer agree that goods are to be delivered by stated installments then each installment of goods is to be paid for without deduction within thirty days of delivery. All payments are to be made on the due date as a condition precedent to future deliveries.
(16) The failure of the Company to deliver one or more of the said installments of the goods at the times hereinbefore provided for delivery shall not entitle the Buyer to treat this contract as repudiated.
Lien
(17) In addition to any right of lien to which the Company was or may become entitled the Company shall in the event of the Buyer’s insolvency or default be entitled to a general lien on all goods of the Buyer in the possession of the Company (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Buyer by the company and under the same or any other contract.
(18) If the Buyer being an individual (or where the Buyer is a firm any partner in that firm) shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with his creditors or shall purport to do so or if in Scotland he shall become insolvent or bankrupt or if the buyer being a company shall be wound up (not being a member’s winding up for the purpose of reconstruction or amalgamation successfully completed) or if a receiver or manager or which entitle the court to make a winding up order then the Company shall be at liberty:
(a) to cancel the order by notice in writing without compensation
(b) to give any such receiver or liquidator or other person the option of carrying out the contract.
The exercise of any of the rights herein granted the Company shall not prejudice or affect any right of action or remedy which shall have accrued or which shall accrue thereafter to the Company.
Title
(19) (a) Notwithstanding delivery and passing of risk the property in the goods shall remain in the Company until the Buyer has paid all monies owed by it the Company under the contract or otherwise.
(b) Without prejudice to the generality of the foregoing notwithstanding delivery and passing of risk the property in the goods shall remain in the Company until the Buyer has paid all monies owed by it to the Company under this contract.
(20) Until payment is made by the Buyer to the Company the Buyer shall posses all of the goods of the company on a fiduciary basis only.
(21) The Buyer has the right to sell for the account of the Company any goods in the possession of the Buyer bona fide in the ordinary course of business at full market value and the buyer shall be under a fiduciary duty to account to the Company for the proceeds of sale thereof to the extent that any monies as aforesaid are owned by the Buyer to the Company.
(22) Until sale by the Buyer the Buyer shall hold the goods as bailee and shall keep the goods separate and identifiable in good condition and fully insured in the joint names of the Company and the Buyer against any damage which may occur to the goods while in the custody of the Buyer.
Liabilities
(23) The liability of the Company hereunder in contract tort or otherwise shall be limited to any claim (i) for or in respect of death of or personal injury to any person if and to the extent that it is caused by the negligence of the Company and (ii) the cost of repair or reinstatement of any property if and to the extent that it s damaged or destroyed by the negligence of the Company to a maximum aggregate cost equal to the contract price save any liability which cannot lawfully be excluded.
(24) Subject as aforesaid the Company shall be liable for direct or consequential loss (including loss of profit use goodwill or other financial loss) or any other loss whether for or arising out of any breach of this Agreement or the terms or conditions (express or implied) hereof or error (negligent or not in information supplied to the Buyer save any losses which cannot lawfully be excluded.
VAT
All prices are subject to VAT charged at standard rate
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Trademarks
BRITDEX™, BRITFLEX™, BIOLEASE™
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