Offer and Acceptance All contracts for the supply of goods are entered into by UQG Optics (hereinafter referred to as the Company) on these terms and conditions of sale in addition to any further express terms agreed by the parties. No contract shall be deemed to have been concluded between the Company and the purchasing party (hereinafter referred to as the Purchaser) unless and until the Purchaser has accepted these conditions either expressly or by necessary implication. Consequently and subject to Condition 3 hereof anything in any document forming part of or incorporated in any such contract which is inconsistent with these conditions or any part thereof shall have effect subject to, and every such document shall be deemed to incorporate, these conditions. In the event of conflict between these conditions and any terms and conditions of the Purchaser these conditions shall prevail.
No variation of or additions to these conditions shall be effective unless in writing and signed for and on behalf of the Company. Such written variation shall take precedence over any conflicting terms contained herein.
a) The contract price of the Goods is based upon the cost to the Company at the date of its quotation of items, materials, services, labour, import duties and all other expenses and of conforming to any statutory regulation or requirements as may be in force and upon the exchange rates at the date of its quotation for items, materials and all other expenses paid for in foreign currency. The Company reserves the right unilaterally to vary the contract price to take account of any upward variation in the aforesaid costs between the date of the quotation and the date of delivery.
b) Unless expressly stated the contract price of Goods is free on board Cambridge, UK and the cost of carriage, insurance and packing as determined in its sole discretion by the Company will be at the expense of the Purchaser who shall reimburse the Company the cost thereof at the same time and upon the same terms as payment of the contract price.
c) The contract price of the Goods and all other costs associated with the contract and payable by the Purchaser are subject to VAT at the current rate and to the regulations for the same that are in force during the term of the contract.
Price and delivery are quoted based on current stocks of materials available either stored at UQG or a third-party material supplier at the time of quotation. If, at the time of payment/confirmation of purchase order, the material is out of stock, UQG Ltd will not be liable to supply the order at the quoted delivery or quoted price. If materials are not available a new quotation will be quoted based on new materials with new prices and delivery times.
All drawings, specifications, literature and any other materials prepared by or on behalf of the Company and the copyright therein or in any part thereof is the property of the Company. No part of any such drawing, specification or literature shall be reproduced without prior written consent of the Company.
a) Time and dates of delivery shall not be of the essence of the contract and the Company shall not be liable for any loss, expenses, damage or claim whatsoever and howsoever arising, resulting from any delay in delivery however such delay is caused.
b) Subject to (a) above, the Company shall deliver Goods to the Purchaser’s nominated site or such other place by such date for delivery as agreed by the parties.
c) If the contract provides for the Goods to be collected by or on behalf of the Purchaser the Company shall give the Purchaser notice of the date when and the place where the Goods will be ready for collection and delivery shall be deemed to take place upon the date and at the place so notified.
d) Without prejudice to the foregoing if the Purchaser fails to collect the Goods from the Company’s premises within 14 days after receiving notification from the Company that the same are ready for collection then any loss or damage to or deterioration in the Goods thereafter shall be at the sole risk of the Purchaser who shall further reimburse the Company any extra expense or cost incurred by it in consequence of such failure together with a reasonable charge in respect of storage and insurance of the Goods from the date upon which they should have been collected until the date of actual collection. The Company may issue an invoice for the Goods on the date upon which the Goods should have been collected and payment of such invoice shall be due in accordance with Condition 14 hereof.
e) If the contract provides for the Company to consign the Goods to a United Kingdom mainland destination the delivery shall be deemed to take place when the Goods are handed over at the agreed destination.
f) If the contract provides for the Company to consign the Goods to a destination outside the United Kingdom mainland then delivery shall take place as has been agreed between the parties.
g) Should the contractual delivery date be delayed or postponed at the Purchaser’s request or the Purchaser otherwise fails to take delivery on the due date for delivery the Company may issue an invoice for the Goods as if such delivery date had not been delayed or postponed and payment of such invoice shall be due in accordance with Condition 14 hereof. In such case the Goods shall be deemed for all purposes (including warranty) as being delivered by the Company to the Purchaser on the date originally agreed for delivery and any loss or damage to or deterioration in the Goods thereafter shall be at the sole risk of the Purchaser who shall further reimburse the Company any extra expense or cost incurred by it in consequence of such failure together with a reasonable charge in respect of the storage and insurance of the Goods from the date originally agreed for delivery until the date of actual delivery.
h) In the case of Goods consigned by the Company to a United Kingdom mainland destination the Purchaser shall provide safe means of access to the place of delivery and all means necessary to unload the Goods and shall be responsible for unloading the Goods, The Purchaser shall reimburse the Company any extra expense or cost incurred by it in consequence of any default hereunder on the part of the Purchaser.
i) If the Goods or any part thereof consigned by the Company to a United Kingdom mainland destination are received in a damaged or defective condition or if any part of the consignment is not received the Purchaser shall advise the Company within 24 hours of receipt of the Goods or other part thereof and shall confirm the same to the Company in writing within 3 days of such receipt otherwise the Company will accept no responsibility for such damage or loss.
j) If within 28 days of receipt by the Purchaser of notice from the Company that the Goods have been dispatched no part thereof has been received by the Purchaser then the latter shall immediately advise the Company and confirm the same to the Company within 3 days thereafter otherwise the Company will accept no responsibility for any loss of the Goods.
k) If goods are supplied on a call off order, delivery time is quoted over a maximum agreed delivery date. If the goods are not taken in this period, the goods will be fully invoiced when the call off delivery date quoted is reached.
All risk in the Goods whatsoever shall pass to the Purchaser on delivery.
a) Goods supplied by the Company shall remain the sole and absolute property of the Company until such time as:
i. the Goods have been paid for in full; and
ii. all other monies due to the Company from the Purchaser have been paid to the Company but shall be at the Purchaser’s risk from the time of delivery to it and the Purchaser shall:
(i) until the Goods are paid for or returned to the Company be responsible for and adequately insure the Goods in the name of and for the benefit of the Company against loss or damage arising from any cause whatsoever in their full replacement value and shall produce to the Company on demand the policies of such insurance and the receipts for the premiums paid thereon;
(ii) keep the Goods separate from all property of other persons in an area set aside for such purpose and stored in accordance with recommendations made from time to time by the Company;
(iii) at all times keep a separate account of the Goods and supply to the Company upon request full details of the Goods or any part thereof including details of any part of the Goods which has been utilized or sold by the Purchaser, its servants or agents;
(iv) hold the entire proceeds of sale of the Goods or any part thereof which are used or sold by the Purchaser in trust for the Company.
b) The Purchaser acknowledges that it is in possession of the Goods as bailee and in a fiduciary capacity for the Company until such time as the said items are paid for in full by the Purchaser.
c) The Purchaser grants the Company an irrevocable license to enter at any time any vehicles or premises owned or occupied by the Purchaser or in its possession for the purpose of repossessing and removing any Goods the property in which has remained with the Company under this Condition 7.
8. Inspection and Testing
a) Any tests of the Goods or any part thereof undertaken by the Company at the request or on the instructions of the Purchaser shall be at the expense of the latter who shall reimburse the Company the cost thereof at the same time and upon the same terms as payment of the contract price.
b) Without prejudice to the foregoing if the Purchaser requires any such test to be witnessed by him/her or by any representative of his/hers then the Company will give to the Purchaser reasonable notice in writing of the date and place thereof. If the Purchaser or his representative fails to attend the same on the date and at the place so notified the Purchaser shall not be entitled to take any exception to the method, nature, extent, or results thereof and shall be bound by such results and shall reimburse the Company with the costs of such test.
Goods to be delivered by the Company whether in or outside the United Kingdom will be packed in a manner suitable for the protection of the Goods under normal transport conditions and for dry indoor storage for up to 1 month from the date of such delivery provided that the packaging is not damaged or disturbed. Goods to be delivered outside the United Kingdom may be packed in some other manner agreed in writing between the parties and will be at the extra cost of the Purchaser payable at the same time and in the same manner as the contract price. All packing will be non-returnable and disposal of such packing in accordance with any regulations or requirements in force at the time of and following delivery will be the sole responsibility of the Purchaser.
a) Unless otherwise provided for in the contract the Purchaser shall pay the contract price of the Goods and any other costs, charges or expenses provided for by these conditions prior to delivery of the Goods, or for approved credit accounts with the Company in accordance with the agreed terms of the credit account. Any payment not settled in accordance with the agreed terms of the credit account will be liable to a surcharge of 2.5% of the invoice value for every month in which the payment is overdue.
b) The Purchaser shall not be entitled to make deduction from any amount due to the Company in respect of any set-off or counter-claim unless both the validity and the amount thereof have been expressly admitted in writing by the Company.
c) Without prejudice to any other rights, failure to pay the contract price of the Goods or part thereof or other monies payable by the Purchaser to the Company will also entitle the Company at its sole discretion either to refuse to make delivery of any further goods agreed to be supplied or to cancel any contract to which these conditions apply, either in whole or in part, by notice in writing to the Purchaser and without incurring any liability to the Purchaser for any loss caused by such delay or cancellation.
d) The contract price of the Goods and other monies payable by the Purchaser to the Company shall become immediately due and payable in the event that the Purchaser goes into liquidation or administration or a receiver of its assets or any part thereof is appointed or any petition is presented for its winding-up or it enters into any scheme of arrangements with its creditors.
e) All amounts payable to the Company are payable in pounds sterling, Euros or US dollars as advised at time of quotation or accepted purchase order.
No order which has been placed with the Company may be cancelled by the Purchaser except with the agreement, in writing, of the Company and on terms that the Purchaser shall indemnify the Company in full against all loss, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
a) Any technical descriptions or other matter of whatever kind contained in any literature or advertisement published by the Company or on behalf of the Company by its agent shall not be deemed to be and shall not constitute any representation or warranty of any kind whatsoever in relation to the Goods or any part thereof.
b) Subject to the provisions of Conditions 12(c) and 12(d) the Company warrants the Goods against defective material or workmanship for a period of 12 months from the date on which the Goods are ready for delivery or the date of invoice whichever is the earlier.
(i) Subject to conditions hereinafter set out the Company will repair or replace as it shall in its sole discretion think fit any part of the Goods which has been supplied by it which proves to be defective within a period of 12 months from the date on which the Goods are ready for delivery or the date of invoice whichever is the earlier.
(ii) The Company shall not be liable to repair or replace any part of the Goods unless and until it is satisfied that the Goods have since delivery been used, installed, operated and maintained in accordance with good engineering practice and/or any instructions or advice given by the Company and that any such defect is not attributable to misuse or misapplication or to improper or inadequate storage of the Goods or any part thereof or storage thereof for more than 3 months.
(iii) Further the Company shall incur no liability as aforesaid unless the Purchaser returns any defective Goods within 21 days of any defect becoming patent and unless the Purchaser provides the Company promptly with all information concerning the Goods, such defect and the use, installation, operation, maintenance and storage thereof since their delivery as the Company may reasonably require.
(iv) The cost of removing or dismantling any defective part to be replaced under this warranty, its carriage to the Company’s premises and its reinstallation shall be borne by the Purchaser.
(v) The cost of non-express carriage in the United Kingdom of the repaired or replacement back to the Purchaser for reinstallation where the Company has accepted liability to repair or replace under this warranty shall be borne by the Company.
(vi) Any spare part supplied by the Company to the Purchaser under the warranty shall be warranted for the unexpired period of the warranty or 3 months from delivery whichever period is the longer.
(vii) Any spare part supplied by the Company to the Purchaser outside the warranty period shall be warranted for 3 months from delivery or invoice whichever is the earlier.
(viii) Save as aforesaid the Company shall be under no liability to the Purchaser in respect of the description, quality or fitness for any purpose of the Goods and all terms, conditions and warranties in respect of such description, quality or fitness whether statutory or otherwise and whether expressed or implied are hereby excluded.
d) Liability is expressly excluded in respect of any defect which may occur in any prior installation to which the Company’s equipment may be connected; and/or any defect to the extent that this is caused by incorrect installation or maintenance of the Goods; and/or any indirect or consequential loss (including, without limitation, loss of production, loss of profit or liability to third parties) suffered or incurred by the Purchaser or others.
The Purchaser shall indemnify the Company in respect of any loss, injury, damage expense or claim of whatsoever nature and howsoever arising out of the contract or the Goods or their storage, installation, use, operation or maintenance save where the same is caused solely by the negligence of the Company.
If the Company is prevented from performing the contract by any cause beyond its control whatsoever and wheresoever arising then it may by notice in writing to the Purchaser determine this contract and upon receipt thereof by the Purchaser the same shall forthwith determine. In such an event the Purchaser shall pay to the Company all reasonable costs incurred by it up to the date of the said notice and about its partial and/or attempted performance of its obligations hereunder but subject thereto neither the Company nor the Purchaser shall be under any other liability to the other in connection with the contract.
15. Severability Insofar
as any provision of this contract or any part thereof shall be found or deemed void, voidable, invalid, ineffective or unenforceable, such defect shall not affect the remainder of the contract which shall be construed as if the defective part or parts had been excluded therefrom at the time when the contract was entered into.
Where under any terms and conditions contained herein notice is required to be given by either party to the other such provision shall be satisfied by a written, typed notice signed by the person authorized by the relevant party and transmitted either by post or facsimile to the Registered Office of such party where it is a company and to the address notified to the Company where the Purchaser is unincorporated.
17. Governing Law
The contract shall be governed by English Law and shall be construed in all respects as an English contract.
18. Statutory Rights
Nothing in these conditions shall affect the statutory rights of any person dealing with the Company as a consumer.
The Company does not intend to supply Goods to any company or organisation involved in the design, manufacture or supply of Weapons of Mass Destruction (WMD). Any contract entered into in error between the Company and a company or organisation involved in WMD will be deemed invalid, and the Company reserves the right not to supply any Goods due under the contract.
20. Product Returns
All goods must be returned in the original packaging. Where any goods that are not returned in original packaging, and are damaged in transit, UQG will not be liable to replace or credit the goods. On receipt of the returned goods a return note reference number will be issued and investigated by UQG Ltd. Actions to be taken will be agreed between the customer and UQG. There is a 10% handling fee for returned stock goods if the incorrect product has been ordered unless it is being exchanged for a higher priced product. There are no refunds on postage or payment fees. Custom made goods cannot be refunded unless the parts are not to the agreed specification or drawing. All returns/refunds are at the discretion of the UQG management.
21. FREE ISSUE – Customers Supplied components, materials, products
On receipt of Free Issue material UQG will inspect the goods and notify the customer of any damage to the components, materials or products, and whilst every due care and attention is taken to protect and take the necessary precautions to return the supplied free issue back to the customer in the condition it was received. UQG Ltd cannot be liable for any damage, loss or yield to customers free issue materials, components or products. All work carried out will be invoiced to the quoted amount or invoiced pro-rata to work carried out.