An Employee-owned company with a tradition of quality and reliability
(i) The term ‘Buyer’ shall mean the Person, Firm or Company so named in the Order Confirmation.
(ii) The term ‘Seller’ shall mean the Person, Firm or Company to whom the Order Confirmation is issued.
(iii) The word ‘Goods’ includes all Goods covered by the Order Confirmation whether raw materials, process materials or fabricated products.
(iv) The term ‘Order Confirmation’ shall mean Seller’s Order Confirmation, which specifies that these conditions apply to it.
(v) The ‘Contract’ shall mean the contract between Buyer and Seller consisting of the Order Confirmation, these conditions, and any other documents (or parts thereof) specified in the Order Confirmation. Should there be any inconsistency between the documents comprising the Contract they shall have precedence in the order herein listed.
The Goods shall:
(a) conform in every respect with the Order Confirmation
(b) be sound design, material and workmanship.
3 DELIVERY TIME
(a) The Seller shall deliver the Goods at the time(s) specified in the Order Confirmation.
(b) If owing to any event of FORCE MAJEURE the Seller is unable to deliver the Goods within the specified time, then provided that the Seller shall have given the Buyer notice in writing within seven (7) calendar days of such event claiming an extension of time, the Buyer will grant to the Seller such extension of time.
(c) From time to time the Seller will further report to the Buyer on progress and projected delivery of the GOODS. This report will modify and update the Order Confirmation within 7 calendar days of issuing the progress report.
Unless otherwise stated in the Order Confirmation, delivery shall include FOT (free loaded on chassis/truck) at Seller’s plant.
The Seller will store the Goods Free of Charge for a period of 14 calendar days after Delivery. Following this there will be a storage charge of £0.50 per day for each container, and a £10.00 charge for loading any container on chassis/truck or any other container movement required to service the storage of such containers.
5 PASSING OF PROPERTY
The property and risk in the Goods shall remain in Seller until they are delivered at the point specified in the Order Confirmation.
6 TERMS OF PAYMENT
Unless otherwise stated in the Order Confirmation, payment will be by 40% deposit and 60% on completion and inspection but prior to dispatch. In any case, where the Buyer fails to comply with Terms of Payment, the Seller will be entitled to charge the cost of interest on any outstanding amount at the rate of 4% above Bank of England published base rate (from time to time) The total charge will be calculated at a calendar daily rate from the time that the payment was due to the time that cleared funds are received by the Seller
7 LOSS OR DAMAGE IN TRANSIT
7.1 Buyer shall advise Seller and the Carrier (if known) in writing, otherwise than by a qualified signature on any Delivery Note, of any loss or damage within the following time limits:
(i) Partial loss, damage defects or non-delivery of any separate part of a consignment shall be advised within three (3) days of date of delivery of the consignment of part consignment.
(ii) Non-delivery of whole consignment shall be advised within five (5) days of expected delivery.
7.2 Seller shall make good free of charge to Buyer any loss or damage to or defect in the Goods where notice is given by Buyer in compliance with this condition provided that Buyer shall not in any event claim damage.
Acceptance shall take place at the Seller’s factory. The Buyer will inspect the Goods and issue an Acceptance note detailing the Buyer, the Goods, the date of inspection, and signature of acceptance by a representative of the Buyer. Acceptance by the Buyer will take place within 7 days of receiving a notice from the Seller requiring it to do so.
Buyer shall have the right, from time to time during the execution of the Contract, to request a variation to the Goods. Such a request should be made in writing. Any Variations accepted by the Seller, will be incorporated into the contract by amending the Order Confirmation for signature by the Buyer or otherwise as directed by the Seller.
10 FORCE MAJEURE
If a delivery by Seller, or the acceptance by Buyer of a Delivery, is delayed or prevented because the manufacture of the Goods or their delivery to Buyer’s works by usual route has been or is being prevented or hindered by circumstances beyond the reasonable control of the Seller, including any form of government intervention, strikes and lock-outs relevant to the Contract, delays by Sub-contractors (but only where such delays were beyond the control of the Sub-contractor concerned), such delivery shall be suspended for a reasonable period. At the request of the Buyer in such circumstances, the Seller may agree to a cancellation of the Order subject to the Buyer paying the Seller such a sum as may be equitable in respect of work performed prior to cancellation.
11 INSPECTION AND TESTING
Before dispatching the Goods, the Seller shall carefully inspect them and perform any test defined in the Order Confirmation and as may be required by applicable regulation.
12 BUYER’S RIGHTS IN specifications, plans, drawing, patterns, etc
Any specifications, plans, drawing, patterns or designs supplied by Buyer to Seller in connection with the Contract shall remain the property of Buyer, and any information derived therefrom or otherwise communicated to Seller in connection with the Contract shall be regarded by Seller as secret and confidential and shall not, without the consent in writing of Buyer, be published or disclosed to any third party, or made use of by Seller except for the purpose of implementing the Contract.
13 RESPONSIBILITY FOR INFORMATION
Seller shall be responsible for any errors or omissions in any drawings, calculations, packing details or other particulars supplied by him, whether such information has been approved by Buyer or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by Buyer.
14 FREE ISSUE MATERIALS
Where Buyer for the purposes of the Contract issues materials free of charge to Seller such materials shall be and remain the property of Buyer. Seller shall maintain all such materials in good order and condition subject in the case of tooling, patterns and the like to fair wear and tear. Seller shall use such materials solely in connection with the Contract.
The Seller guarantees the container for a period of 12 (twelve) months following acceptance against all defective design, material and workmanship and also in the construction if this does not comply with the original design within the terms of this Agreement provided always that the Buyer shall give written notice of any such defect to the Seller within 28 (twenty eight) days of its discovery. Any damage cased by mis-handling, mis-securing, mis-loading, impact or any other natures of accidents are excluded.
The Seller further guarantees the pre-treatment of steel and application of paint against corrosion for 2 (two) years from the date of acceptance. The guarantee is for all faults affecting more that 10% (ten percent) of the painted surfaces and shall assure partial or total repainting of the container. Normal wear and tear and corrosion caused by acid, alkali or accident are excluded.
At the option of the Seller, the Goods will be returned to the Seller’s factory by the Buyer, in order to investigate a Warrantee Claim or in order to rectify defects.
To zero rate invoices to non EEC Customers UBH international require sight of either of the following pieces of documentation.
(1) Evidence that the containers have been exported from EEC within three months of Completion (Invoicing). We will need a copy of Bill of ladingshipping documentation returned to UBH International within three months of Completion.
(2) Certify in writing that they are or will comply with notice 703-1 (UK Vat notice) and that the tanks will be exported within the specified three month’s timeframe. This certification must be provided when the order is placed and refer specifically to the order placed.
Failure to provide this information will leave the supply being subject to being charged Vat at the Standard rate (currently 20%)
The construction, validity and performance hereof shall be governed by the Law of England and all disputes which may arise under out of or in connection with or in relation to the Contract shall be submitted to the arbitration of the London Court of Arbitration under and in accordance with its Rules at the date hereof. The parties hereto agree that service of any notice in the course of such arbitration at their address as given in the Order Confirmation shall be valid and sufficient.