1 Definitions & Interpretation
In these Conditions, the following words shall have the following meanings:
“Buyer” means the person(s), firm or company who purchases the Goods from the
“Contract” means the contract between the
Seller and the Buyer for the sale and
purchase of the Goods, incorporating these Conditions;
“Goods” means any goods agreed in the
Contract to be supplied to the Buyer by the Seller (including any part or
parts of them); and
“Order Form” means the Seller’s standard order form for Goods.
“Seller” means Universal Rubber Co. having its registered office at:
6 Coton Ave Stafford ST16 3RT;
1.2 In these Conditions, references to the masculine include the feminine and the
neuter and to the
singular include the plural and vice versa as the context admits or requires.
1.3 In these Conditions, headings will not affect the construction of these Conditions.
2 Application Of Terms
2.1 The Contract will be on these Conditions to the exclusion of all other terms
(including any terms or conditions which the Buyer purports to apply under any purchase
order, confirmation of order, specification or other document).
2.2 Each order for Goods by the Buyer from the
Seller shall be on an Order Form and shall be deemed to be an offer by the Buyer
to purchase Goods subject to these Conditions.
2.3 No order placed by the Buyer shall be deemed to be accepted by the Seller until
a written acknowledgement of order is issued by the Seller or (if earlier) the Seller
delivers the Goods to the Buyer.
2.4 Any quotation is given by the Seller on the basis that no Contract shall come
into existence until a written acknowledgement of order is issued by the Seller or
(if earlier) the Seller delivers the Goods to the Buyer. Any quotation is valid for
a period of  days only from its date, provided that the Seller has not previously
3 Price & Payment
3.1 The price for the Goods [(including delivery)] shall be the price set out in
the Seller’s price list published on the date of delivery.
3.2 Payment of the price for the Goods is due on delivery of the Goods.
3.3 If payment of the price or any part thereof is not made by the due date, the
Seller shall be entitled to charge interest on the outstanding amount from the due
date at the rate of % of the base lending rate of the Bank of England
accruing on a daily basis until payment is made.
4.1 All drawings, descriptive matter, specifications and advertising issued by
the Seller and any descriptions or illustrations contained in the Seller’s catalogues
or brochures are issued or published for the sole purpose of giving an approximate
idea of the Goods described in them. They will not form part of this Contract.
5.1 The Seller will deliver the Goods ordered by the Buyer to the address for delivery
specified in the Order Form.
5.2 Delivery will be made as soon as possible after the Buyer’s order is accepted
and in any event within 30 days of the date of the Order Form.
5.3 Any dates specified by the Seller for delivery of the Goods are intended to
be an estimate, and time of delivery shall not be made of the essence by notice.
If no dates are so specified, delivery shall be within a reasonable time.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received
in full (in cash or cleared funds) all sums due to it in respect of the Goods.
7.1 If the Goods delivered are damaged or defective or the delivery is of an incorrect
quantity, the Seller shall have no liability to the Buyer unless the Buyer notifies
the Seller in writing of the problem within 10 working days of the delivery of the
7.2 If the Buyer does not receive the Goods ordered by it within 30 days of the
date of the Order Form, the Seller shall have no liability to the Buyer unless the
Buyer notifies the Seller in writing of the problem within 40 days of the date of
the Order Form.
7.3 If the Buyer notifies a problem to the Seller under either Condition 7.1 or
Condition 7.2, the Seller’s sole and exclusive obligation will be, at the Buyer’s
to make good any shortage or non-delivery; or
to replace or repair any Goods that are damaged or defective; or
to refund to the Buyer the amount paid by the
Buyer for the Goods in whatever way the Seller chooses.
7.4 Save as precluded by law, the Seller will not be liable to the Buyer for any
consequential loss, damage or expenses (including loss of profits, business or goodwill)
howsoever arising under or in connection with the Contract and the Seller shall have
liability to pay any money to the Buyer by way of compensation other than to
refund to the Buyer the amount paid by the Buyer for the Goods under Condition 7.3.3
7.5 The Buyer must observe and comply with all applicable regulations and legislation,
including obtaining all necessary customs, import or other permits to purchase the
Goods from the Seller. The Seller makes no representation and accepts
no liability in respect of the export or import of the Goods.
7.6 Notwithstanding the foregoing, nothing in these Conditions is intended to limit
any rights the Buyer might have as a consumer under applicable
local law or other statutory rights that may not be excluded, nor in any way to exclude
or limit the Seller’s liability to the Buyer for any death
or personal injury resulting from the Seller’s negligence.
Unless otherwise expressly stated in these Conditions, all notices from the Buyer
to the Seller must be in writing and sent to the Seller at St Albans Rd Stafford.
ST16 3DR All notices from the Seller to the Buyer will be sent to the Buyer’s address
specified in the Order Form.
9 Events Beyond the Seller’s Control
The Seller shall have no liability to the Buyer for any failure to deliver the Goods
or any delay in doing so or for any damage or defect to the Goods delivered
that is caused by an event or circumstance beyond the Seller’s reasonable control
limitation, strikes, lock-outs and other industrial disputes, breakdown of systems
or network access, flood, fire, explosion or accident.
If any of these Conditions (or part of any of these
Conditions) is unenforceable (including any provision in which the Seller excludes
its liability to the Buyer)
the enforceability of the remaining Conditions (or
remaining part of any Condition) will not be affected.
11 Third Party Rights
Notwithstanding any other provision of the Contract,
nothing in the Contract confers or purports to confer any right to enforce any of
its terms on any person who is not a party to it.
12 Governing Law
The Contract shall be governed by and interpreted in
accordance with English law and the English courts shall have jurisdiction to resolve
any disputes between the Seller and the Buyer.
13 Entire Agreement
The Contract sets out the entire agreement
between the Seller and the Buyer. Nothing said by any sales person on behalf of the
be understood as a variation of the Contract or as an authorised representation about
the nature or quality of the Goods. Save for fraud or fraudulent misrepresentation,
the Seller shall have no liability for any such representation being untrue or misleading.
No variation of or amendment to the Contract shall bind either party unless made
and signed by the authorised representatives
of both parties.