General Terms and Conditions of Sale

1.    DEFINITIONS 

In these General Conditions the following expressions shall have the following meanings:

“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Contract” shall mean any contract between the Seller and the Purchaser for the sale and purchase of the Goods in accordance with these General Conditions.

“Export Orders” shall mean orders for delivery of Goods by the Seller outside the United Kingdom. 

“the Goods” shall mean the goods materials equipment or services (as applicable) being sold by the Seller to the Purchaser.

“Order” shall mean the Purchaser’s order for the Goods, as set out in Purchaser’s order form.

“the Purchaser or “you” shall mean the person, firm or company to whom the Seller are selling.

“the Seller” or “we” shall mean Underwoods Electrical Distributors Limited.

  

2.    GENERAL 

2.1    These General Conditions apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing;

2.2    The Seller does business upon and subject to these General Conditions which shall be deemed to be incorporated into all Contracts between the Seller and the Purchaser to the exclusion of any other terms and conditions of the Purchaser unless otherwise specifically accepted by the Sellers in writing.

2.3    A quotation for the Goods given by the Seller to the Purchaser shall not constitute an offer. 

2.4    The Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these General Conditions. The Purchaser is responsible for ensuring that the terms of the Order are complete and accurate

2.5    The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.

 

3.    PRICE AND PAYMENT 

3.1    Unless a fixed price is specified in the Order or is otherwise specifically agreed in writing the price of the Goods shall be per the Seller’s price list current at the date of dispatch of the Goods. Where there is any such fixed price the Seller shall be entitled to increase the same to take into account all or any of the following: 

(a)    any additional costs incurred by the Seller as a result of the Purchaser’s instructions or lack of instructions or failure to comply with its obligations hereunder (including, but not limited to, any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered); or 

(b)    any increase in the Seller’s costs (including, but not limited to, any factor beyond the Seller’s control (including foreign exchange fluctuations, increases in tax and duties, and increases in labour, materials and other manufacturing costs)).

3.2    The Seller may invoice the Purchaser for the Goods on or at any time after the completion of delivery.

3.3    Unless otherwise agreed by the Seller in writing, the Purchaser shall make payment in full and cleared funds to the bank account nominated by the Seller within 30 days of receipt of the Seller’s invoice save that: 

(a)    a Purchaser without a credit account shall make payment in advance of delivery, the opening of a credit account being subject to receipt by the Seller of satisfactory trade references; and 

(b)     in the case of Export Orders payment shall be made by the Purchaser arranging at their cost an irrevocable letter of credit in favour of the Seller confirmed by a First class London Bank to the Seller’s satisfaction available for payment by the said bank on presentation of the shipping documents.

3.4    Where Goods are to be delivered by instalments, payment for each instalment shall be a condition of delivery of subsequent instalments.

3.5    Time of payment shall be of the essence and if any amount shall not be paid on the due date then without prejudice to any other rights the Seller may have: - 

(a)     the Purchaser shall pay to the Seller on demand interest thereon at an annual rate four percent above the Bank of England’s base lending rate such interest to accrue from day to day and to run after as well as before any judgement; and 

(b)     the Seller shall be entitled to recover all expenses incurred by the Seller in collecting or attempting to collect any amounts outstanding.

3.6    All price are exclusive of V.A.T.

3.7    Without prejudice to any other right or remedy it may have (and for the avoidance of doubt), the Seller shall be entitled to bring an action for recovery of the price of the Goods or part thereof whether or not the property in the Goods has passed. 

3.8    All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

4.    DELIVERY 

4.1    Any delivery date specified by the Seller is an estimate only and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods howsoever caused. 

4.2    All times or dates for delivery shall be calculated from the date of formation of the Contract, or from the date of receipt by the Seller from the Purchaser of all information, instructions and drawings as shall be necessary to enable the Seller to fulfil the Contract, whichever shall be the later.

4.3    If the performance of any of the Seller’s obligations shall be prevented, hindered or interfered with by any cause or reason beyond the control of the Seller then the Seller shall have the option to suspend or cancel any obligation on their part then unperformed.

4.4    If any account of the Purchaser is overdue for payment or if the Purchaser default in any obligation or if any distress or execution is levied upon the Purchaser or if the Purchaser enter into any negotiations or arrangement or composition with or for the benefit of the Purchaser’s creditors or becomes bankrupt or if any petition in bankruptcy is presented against the Purchaser or (being a company) the Purchaser shall be wound up or if any resolution, proposal or petition is presented to wind up the Purchaser or if a receiver of the Purchaser’s assets or undertaking or any part thereof shall be appointed or if the Purchaser shall be deemed to be unable to pay its debts or if an administration order shall be made against the Purchaser or if the Purchaser shall threaten to cease to trade or in the Seller’s absolute opinion serious doubts arise as to the purchasers solvency the Seller is entitled without prejudice to their other rights to suspend the performance of any of their obligations to the Purchaser or (whether or not notice of suspension has been given) to cancel such performance and treat the Contract as discharged and the Purchaser shall promptly pay to the Seller all costs incurred in respect of Goods in the course of manufacture or ready for dispatch.

4.5    The Seller agrees to deliver the relevant Goods upon such terms and to such place(s) (the “Delivery Point(s)”) and at such costs as may be agreed between the Seller and the Purchaser, to the best of the Seller’s abilities. The Purchaser shall off-load the Goods promptly on their arrival at site and shall provide and bear the costs of clear access to and at the point of delivery together with the means of off-loading. For the avoidance of doubt (but subject to clause 4.6 below in respect of Export Orders), delivery of Goods is completed at the point of off-loading the relevant Goods at the agreed Delivery Point(s).

4.6    In the case of Export Orders the Purchaser shall be responsible for the cost of delivery F.O.B. Port of Shipment U.K and for the delivery of the Goods to the said Port unless other terms are in this respect specified in the said Contract in which case such terms shall govern the Seller’s responsibility for delivery. 

4.7    If the Purchaser shall fail to take delivery of any Goods the Seller may at their option but without prejudice to any other rights or remedies they may have, sell the Goods for the account of the Purchaser and the Purchaser shall be liable for all costs and expenses incurred by the Seller and the difference between the proceeds of sale and the price of the Goods hereunder.

4.8    The Seller is entitled to make delivery by instalments. 

 

5.    ACCEPTANCE 

5.1    The Purchaser shall inspect all Goods immediately upon delivery and shall within 3 days from delivery notify the Seller in writing of any matter or thing by reason of which they may allege that the Goods are not in accordance with the Contract. If the Purchaser shall fail to give such notice within such period it shall conclusively be deemed that the Goods are as to quantity number, weight volume and in all respects in accordance with the Contract and that the Purchaser has accepted them and the Purchaser shall have no right to reject the Goods but shall be bound to pay for the same accordingly. 

 

6.    PURCHASER’S OBLIGATIONS 

6.1    The Purchaser shall obtain all necessary permits and certificates from any governmental Authority or statutory undertaker and shall provide safe conditions and necessary facilities to enable the Seller to comply with all statutory requirements and regulations.

6.2    The Purchaser shall ensure that the patterns, drawings, particulars, specifications and instructions supplied by them are accurate and suitable and do not infringe any patent, registered design, trade mark, copyright or other industrial property rights.

6.3     The Purchaser hereby indemnifies the Seller against all claims, liabilities and proceedings resulting from any breach of the Purchaser’s obligations set out in this clause. 

 

7.    RETENTION OF TITLE AND RISK 

7.1    Goods supplied by the Seller shall be at the Purchaser’s risk immediately on delivery to the Purchaser or into custody on the Purchaser’s behalf (whichever is the sooner) and the Purchaser should therefore insure accordingly provided that in the case of Export Orders the Goods shall be at the Purchaser’s risk when they pass the ships rail (unless terms other than F.O.B or C.I.F are specified in the said Contract in which case such terms shall govern the position) and the Seller shall not be under any obligations to give a notice to the Purchaser under the Sale of Goods Act 1979 Section 32 (3).

7.2    The Goods shall remain the sole and absolute property of the Seller as legal and equitable owners until the Purchaser has paid the Seller in full for all of the Goods and all other Goods the subject of any other Contract with the Seller. Until such payment in full the Purchaser shall keep the Goods for the Seller in the capacity of bailee and shall keep the Goods identifiable and separate from all other goods in its possession and shall deal with the Goods as directed by the Seller. If the Purchaser makes default in payment or if for any other reason the Seller treats this Contract as discharged the Seller may repossess the Goods and the Purchaser hereby irrevocably licences the Seller to enter into the Purchaser’s premises for the purpose of such repossession and the Seller shall be entitled where the Goods have been fixed or attached to any other product to detach the Goods in order to recover possession of them. Such delivery or retaking of possession shall be without prejudice to the obligation of the Purchaser to purchase the Goods. 

 

8.    QUALITY 

8.1    Subject to the remainder of this clause 8, the Seller warrants that on delivery (in accordance with these General Conditions), and for a period of [12] months from the date of delivery (“Warranty Period”), the Goods shall be free from material defects in design, material and workmanship.

8.2    Subject to clause 8.3, if:

(a)    the Purchaser gives notice in writing to the Seller within [5] days of discovery (and, in any event, no later than [12] months from the date of delivery) that some or all of the Goods do not comply with the warranty set out in clause 8.1;

(b)    the relevant Goods (or part thereof) are promptly returned to the Seller (at the Purchaser’s Cost); and

(c)    the Seller, upon examining such Goods, determines that the Goods were defective at the time of dispatch
the Seller shall, at its option, repair or replace the defective Goods in full.

8.3    The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 8.1 if:

(a)    the Purchaser has not complied with their obligations hereunder and, in particular, has not made payment in full for the Goods; 

(b)    the Purchaser makes any further use of such Goods after giving notice in accordance with clause 8.2 (a): or

(c)    the defect arises because the Purchaser failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none), good trade practice regarding the same; or

(d)    the Purchaser alters or repairs such Goods without the written consent of the Seller; or

(e)    the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

8.4    Except as provided in this clause 8, the Seller shall have no liability to the Purchaser in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.

 

9.    LIMITATION OF LIABILTY 

9.1    Nothing in these General Conditions, limits any liability which cannot legally be limited, including liability for: 

(a)    death or personal injury caused by negligence; 

(b)    fraud or fraudulent misrepresentation; or

(c)    breach of the terms implied by section 12 of the Sale of Goods Act 1979; 

9.2    To the extent that the Seller undertakes responsibility for the delivery of the Goods, their liability for damage to the Goods in transit or for non-delivery of the Goods arising from any act, neglect or default of the Seller or the Seller’s employee or independent contractors or howsoever arising or caused shall be extinguished unless the Purchaser:-

(a)    notifies the Seller and the Seller’s carrier (“the Carrier”) in writing forthwith; 

(b)    gives immediate notice to the Police Authority in respect of damage caused by malicious persons or thieves if insured by the Seller’s insurance policy as arranged by the Carrier (“the Policy”); 

(c)    within 3 days after such damage (2 days in the case of damage caused by riot, civil commotion, strikers, locked out workers or persons taking part in labour disturbances or malicious persons if insured by the policy) or such further time as the Seller and the Carrier may in writing allow at the expense of the Purchaser, delivers to the Seller and Carrier:-

(i)     full information in writing of the claim: 

(ii)    details of any insurance relating to the claim; 

(iii)    all such proof, information explanation and other evidence (including the production of articles alleged to be damaged) as may be reasonably required; and 

(iv)     if demanded, a statutory declaration of the truth of the claim and of any matter connected with it. 

The Seller’s liability under this paragraph shall be further subject to the conditions and limitations contained in the Policy (details of which are available on request) to which the Purchaser agrees to be bound.

9.3    Subject to the foregoing provisions of this clause, the Seller shall have no liability to the Purchaser for any damage to the Goods (including loss or damage in transit or non-delivery) or other property or any other loss, damage, delay or liability whatsoever (or any other amount calculated by reference to profits, income, production or accruals or by reference to accruals of any amount on a time basis) arising from any act, neglect or default of the Seller or the Seller’s employees or independent contractors or howsoever arising or caused.

9.4    All liabilities of the Seller to the Purchaser determined by a court of law as not having been excluded hereunder shall be limited in total to the total price of the Goods as shown on the Seller’s invoice.

9.5    The Purchaser shall indemnify the Seller against any death, injury, damage or loss which may be caused to the Seller or the Seller’s employees or independent contractors or their respective property where the same arises from any act, neglect or default of the Purchaser or the Purchaser’s employees or independent contractors or howsoever arising or caused.

9.6    The Purchaser shall be responsible for the Goods being suitable in every way for the purpose for which they intend to use them and no warranty condition or representation is given by the Seller as to the fitness of the Goods for any particular purpose.

9.7    The Purchaser should insure against any risk not accepted by the Seller hereunder and particularly ensure that such policy covers any additional value in excess of that referred to in clause 9.4.

9.8    The Seller’s prices are based on the assumption that their liabilities are as set out in this clause and accordingly the warranty contained in clause 8.1 is not assignable and together with the other liabilities accepted hereunder is given in lieu of and to the express exclusion of all other guarantees, conditions, warranties, representations and descriptions whether express or implied in any manner save where and to the extent that the law prohibits the exclusion or restriction of such liability.

9.9    Subject to clause 9.10, where the Purchaser “deals as a consumer” in relation to the Seller as defined by the Unfair Contract Terms Act 1977 (or any statutory modification or re-enactment thereof) clause 9.3 to 9.8 shall not apply.

9.10    Clauses 9.1, 9.2, 9.3, 9.8 and 9.9 hereof shall not apply to Contracts with a Purchaser situated outside the U.K or with a Purchaser in respect of whom the Unfair Contract Terms Act 1977 (or any statutory modifications or re-enactment thereof) does not apply. 

9.11    Under the Compliance with the Waste Electrical and Electronic Equipment (WEEE) Regulations, in relation to the user of this product.  Underwoods Electrical Distributors Ltd will take back the product when it reaches end of life, free of charge. WEEE can contain hazardous components. Do not dispose of WEEE in your bin. Send it for safe disposal.  If you decide to send WEEE for treatment directly you must: 1. Ensure that the B2B WEEE is collected, treated and managed in accordance with regulations 22 (treatment) and 23 (recovery targets) of the WEEE Regulations. 2. Ensure that the WEEE is treated at a WEEELABEX accredited facility (or EN standard equivalent) to satisfy the requirements of the WEEE Regulations. 3. By one week before 31st of January every year, provide Underwoods Electrical Distributors Ltd with records and documentary evidence regarding the collection and treatment of the WEEE that has been arranged by you for the previous year. These records are required by the producer to comply with an obligation under the WEEE Regulations to report every year to the Environmental Protection Agency on how the WEEE was managed.

 

10.    CREDIT

10.1    Any credit shall be subject to the Seller being satisfied as to the Purchaser’s credit references and without prejudice to the generality of the foregoing the Seller may (in their absolute discretion) having informed the Purchaser that the Goods are ready for dispatch refrain from delivering the Goods until such time as the Purchaser’s tender the purchase money to the Seller together with any outstanding amounts which may be due to the Seller on any account whatsoever.

 

11.    SPECIFICATIONS

11.1    The Seller reserves the right to supply Goods, which may not correspond exactly with the designs, sizes, weights, dimensions, specifications, illustrations or other particulars given.

 

12.    CERTIFICATES

12.1    Unless otherwise specified in the Contract no certificate of conformity will be supplied.

 

13.    CONFIDENTIALITY

13.1    The Purchaser undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Seller, except as permitted by clause 13.2.

13.2    The Purchaser may disclose the Seller’s confidential information:

(a)    to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Purchaser's rights or carrying out its obligations under the Contract. The Purchaser shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Seller's confidential information comply with this Error! Bookmark not defined.13; and

(b)    as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3    The Purchaser shall not use the Seller's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

 

14.    WAIVER

14.1    Failure by the Seller at any time to enforce any of the provisions of these General Conditions shall not be construed as waiver by the Seller of such provisions or in any way affect the validity of these General Conditions.

 

15.    SEVERANCE

15.1    If any provision or part-provision of the General Conditions and/or Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these General Conditions and/or the Contract. If any provision of the General Conditions and/or Contract is deemed deleted under this clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

16.    ASSIGNABILITY AND SUB-CONTRACTING

16.1    This Contract may not be assigned or transferred by the Purchaser without the prior written consent of the Seller.

16.2    The Seller may sub-contract any of their obligations under the Contract.

 

17.    VARIATION

17.1    No variation of the Contract and the General Conditions applicable thereto shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

18.    NOTICE

18.1    Any notice required to be served hereunder may be served in writing to the registered office or principal place of business of the party to be served.

 

19.    HEADINGS

19.1    Headings are for ease of reference only and do not form a part of these General Conditions, nor shall they govern the interpretation thereof.

 

20.    MONEY OF ACCOUNT

20.1    The money of account shall be sterling or euro.

 

21.    FORCE MAJEURE

21.1    Without prejudice to the rights of the Seller to cancel or suspend any obligation hereunder pursuant to any clause in these General Conditions the Seller shall have no liability to the Purchaser if any of its obligations to the Purchaser are hindered, delayed or prevented whether directly or indirectly by reason of the Purchaser failing to furnish the necessary instructions or information or by war or other hostilities, civil commotion, Act of God, government action or legislation, interruption of transport, strike, lockout or other forms of industrial action, accident or stoppages to works, shortage of labour, materials, equipment, fuel or power, breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Seller or their subcontractors whether or not such case exists at the date of the Order and/or Contract.

 

22.    WEBSITE

Data Protection Policy means the Seller is committed to protecting your privacy and security.
We will only use the information we collect about you, with your consent, to tell you about our services. We will never wilfully disclose personal information about you to any third party without first receiving your permission or unless we are under a legal obligation to do;

Disclaimer means the Material is posted to enable users to gain ready access to information about the Seller’s portfolio of products and services. The Seller aims to keep the Material timely and accurate. The Seller, however, accepts no responsibility or liability whatsoever with regard to Material published on the website of the Seller (the “Site”) and/or arising from any reliance that may be placed upon it;

The Material;

(a)    comprises information of a general nature only and is not designed to address the specific requirements or circumstances of any particular individual, organisation or other entity. 

(b)    does not constitute an offer capable of acceptance and does not create any form of contract or agreement between the Seller and any user of the Site. 

(c)    does not constitute any form of warranty or representation as to the performance of the goods or services. 

(d)    is not necessarily comprehensive, complete, accurate or up to date. 

(e)    does not constitute professional advice and/or any form of consultancy. 

22.2    While the Seller takes all reasonable steps to protect its systems and software against computer viruses, bugs, and/or other defects (“Viruses”), the Seller  assumes no responsibility and shall not be liable for any Viruses that may infect, or other damage that may be caused to, a user’s computer equipment, systems or property as a consequence of a user accessing and browsing through the Site or downloading any part of the Material published on the Site. 

22.3    The Site may contain hyperlinks to the web pages of third parties. The Seller shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as the Seller does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the relevant user.

22.4    Customers has access to create an account on the website, if user identification code, password or any piece of information is chosen or given as part of our security procedures, this information must be treated confidentially. 
We have the right to disable any customer accounts at anytime, if it is our reasonable opinion that the terms and conditions of use have not been met. 
If you suspect that your account has been compromised, it is your responsibility to notify us immediately at websales@ued.co.uk

 

23.     GOVERNING LAW

23.1    These General Conditions and any Contracts to which they apply shall be governed by the law of England and Wales and shall be deemed to have been made in England and Wales.

23.2    The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these General Conditions, the Contract or its subject matter or formation. 

 

24.      RETURNS

24.1    Purchasers wishing to return a product for any reason must first notify Underwoods to obtain a return authorization.

24.2    Returned products are subject to inspection and are dependent on being in a fully re-saleable condition.

24.3    Returns to Underwoods may be subject to a handling charge, provided the goods meet the eligibility criteria for return. The value of this charge will be determined at Underwoods’ discretion.

24.4    Underwoods reserves the right to refuse the return of any product to stock for reasons including, but not limited to: special orders, made-to-order items, non-stock items, or slow-moving inventory.

24.5    Products will not be accepted for return if: original seals are broken or tampered with; they are not in their original packaging or are unboxed; they have been used; or packaging is defaced.

24.6    The Purchaser is responsible for return shipping costs unless the return is due to an error on the part of Underwoods.