These standard terms and conditions (“the Conditions”) shall apply to all contracts for goods and services between Ultima Displays Limited (“the Company”) and any person or company who accepts the quotation for the goods which the Company is to supply in accordance with these conditions (“the Buyer”).
Save for capitalised terms that are defined elsewhere in these Conditions, the following terms shall bear the meaning ascribed to them.
“Contract” means the contract for the purchase and sale of the Goods entered into between the Company and the Buyer.
“The Deliverables” means any Goods and/or Services supplied by the Company to the Buyer.
“The Goods” means any goods provided by the Company to the Buyer in accordance with the order confirmation of the Company which is accepted by the Buyer or any written order of the Buyer which is accepted by the Company.
“The Services” means any services provided by the Company to the Buyer in accordance with the order confirmation of the Company which is accepted by the Buyer or any written order of the Buyer which is accepted by the Company.
1.0 BASIS OF THE SALE
1.1 The Company shall sell and the Buyer shall buy the Deliverables subject in either case to the Conditions.
1.2 An order placed by the Buyer shall only constitute an offer by the Buyer to buy Deliverables in accordance with these terms and conditions and shall only be deemed accepted and legally binding when the Company confirms acceptance of the order. At this point a binding Contract shall be created.
1.3 These Conditions shall apply to the Contract to the exclusion of any other terms that the Buyer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.0 ORDERS AND SPECIFICATION
2.1 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification and information on intended usage) submitted by the Buyer, and for giving the Company any necessary information relating to the Deliverables.
2.2 No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the company as a result of cancellation.
2.3 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Deliverables referred to in them. They shall not form part of the Contract nor have any contractual force.
2.4 To the extent that the Deliverables are to be manufactured or produced in accordance with a specification supplied by the Buyer, the Buyer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the Specification. This clause 2.4 shall survive termination of the Contract.
2.5 The Company reserves the right to amend any specification of the Deliverables if required by any applicable statutory or regulatory requirements.
3.0 PRICE OF THE DELIVERABLES
3.1 The price of the Deliverables shall be the Company's quoted price contained in the order confirmation and except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in writing between the Buyer and the Company, all prices are given by the Company on an ex-works basis, and where the Company agrees to deliver the Deliverables otherwise than at the Company's premises, the Buyer shall be liable to pay the Company's charges for transport packaging and insurance, if applicable.
3.2 All prices are exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Company.
4.0 TERMS OF PAYMENT
4.1 Subject to any special terms agreed in writing between the Buyer and the Company, the Company shall be entitled to invoice the Buyer for the price of the Deliverables on or at any time after delivery of the Deliverables.
4.2 The company reserves the right to request a 50% deposit, payable at the time of ordering, on any orders exceeding £4,000 in value (inclusive of VAT and delivery charges).
4.3 The Buyer shall pay the price of the Deliverables within 30 days for end of month of Company's invoice date, notwithstanding that delivery may not have taken place and the property in the Deliverables has not passed to the Buyer. The time of payment of the price shall be the essence of the contract. Any queries arising from an invoice must be advised within 14 days.
4.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
(a) cancel the Contract or suspend any further deliveries to the Buyer.
(b) appropriate any payment made by the Buyer to such of the Deliverables (or the Deliverables supplied under any other contract between the Buyer and the Company) as it may think fit (notwithstanding any purported appropriation by the Buyer).
(c) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above Nat West Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
(d) Take any necessary action for the recovery of late debts, by either using a recovery agent or by issuing a County Court Summons. Any charges incurred by the Company taking such action shall be payable by the Buyer.
5.1 Any dates quoted for delivery of the Deliverables are approximate only and the Company shall not be liable for any delay in delivery of the Deliverables however caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing although the following delivery guidelines normally apply following receipt of the order confirmation.
5.2 The delivery times shall be as noted on the Company’s literature and/or website. In the absence of such information the delivery times shall be as follows: (a) Same day despatch of stock hardware only items when ordered by 5.00pm. (b) Simple kits, except powder coated frames and laminate panels – 5-7 working days. (c) Larger exhibition stands including powder coated jobs but excluding laminates: 10 -14 working days. (d) For any Services: leadtime shall be as agreed in the order.
5.3 If the Buyer fails to take delivery of the Deliverables or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Company's fault) then without prejudice to any other right or remedy available to the Company, the Company may; (a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or (b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
5.4 In the event that the Buyer would like to return any products due to the Goods no longer being required or have been ordered in error, there may be a 20% re-stocking fee deducted from the credit amount. Also if the Buyer requires he Company to collect the Goods then a charge will be applied for this service.
6.0 RISK AND PROPERTY
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer, immediately upon the Goods leaving the Company's premises or place of storage for shipment to the Buyer. The Company is not responsible for damages or shortages that occur in transit.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Buyer for which payment is then due.
6.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company's judiciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all cash proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or third party where the Goods are stored and repossess the Goods.
6.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
7.0 WARRANTIES AND GUARANTEE
7.1 Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of either 3 months, 1 year, 5 years or lifetime (as per original specification and guarantee terms) from the date of their initial use or from delivery, whichever is the first to expire. Proof of purchase date may be required.
7.2 The above warranty is given by the Company subject to the following conditions;(a) The Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company’s approval;(b) The Company shall be under no liability under the above warranty (or any other warranty or guarantee) if the total price for the Goods has not been paid by the due day for payment.
7.3 Subject as expressly provided in the Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute, or common law are excluded to the fullest extent permitted by law.
7.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Rights Act 2015) the statutory rights of the Buyer are not affected by the Conditions.
7.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 48 hours from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Company accordingly the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet to specification is notified to the Company in accordance with the Conditions, the Company shall be entitled to replace or correct the Goods (or the part in question) but the Company shall have no further liability to the Buyer.
7.7 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligation in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.
8.0 LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Deliverables Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
8.2 Subject to clause 8.1, and without prejudice to the provision of clause 7:
(a) the Company shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Company's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Deliverables paid in the order for which the loss arises.
9.0 INTELLECTUAL PROPERTY RIGHTS
In this clause 9, references to the Company shall mean the Company and any of the Company’s group companies, including parent companies, subsidiary companies, holding companies and sister companies, as may exist from time to time.
9.1 Save for where specified in these Conditions or in the order, nothing in these Conditions shall serve to assign, transfer, licence or grant to the Customer the right to sub-licence, any intellectual property rights belonging to the Company, whether such intellectual property rights exist prior to any order or are created during or after the processing of an order.
9.2 The Buyer shall not be entitled to use any trade mark, or trade style, belonging to, or developed by, the Company without the Company's prior written and express consent. Should the Company give such consent it shall be entirely at its discretion and subject to such restrictions, limitations and obligations as the Company may determine at its sole discretion including, but not limited to, those outlined in clause 9.3 below:
9.3 Where the Company does grant consent for the Buyer to make use of any trade marks, or trade styles, belonging to the Company, such use shall be subject, as a minimum, to the following terms:
(a) The Company is the sole owner of the relevant trade mark(s) and the Buyer’s use of the same acknowledges this.
(b) The Company reserves the right to take action against any use of any trade mark that does not conform to any of the conditions herein, or that infringes any intellectual property or other rights of the Company or violates applicable law.
(c) Use of the trade mark does not indicate or create any endorsement, approval, sponsorship or affiliation of or with the Buyer’s brand by the Company.
(d) The trade mark(s) will be used solely to promote the Deliverables to which they relate.
(e) The trade mark(s) will always stand alone and will not be combined with any other graphical elements or any other trade mark(s) belonging to the Buyer or any other third party.
(f) The appearance of any trade mark(s) cannot be changed or altered in any way, without the written permission of the Buyer.
(g) The trade mark(s) will be used only in a positive manner and will not be used in any way that does, or could be seen to, adversely affect the Company or its reputation.
(i) The Buyer must not use any trade mark of the Company on any content which the Company finds, in its sole discretion, to be objectionable or which includes obscene, pornographic, violent, intolerant, tasteless, denigrating or sexually oriented content or materials.
(j) Any use of the trade marks by the Buyer shall be at its own cost.
9.4 Some of the products in the Ultima catalogue benefit from a worldwide Patent, some are protected by Registered Design Rights. All unique product designs are registered. It is the Buyer’s responsibility to fully understand the Company’s registered intellectual property portfolio and to ensure that it does not do anything that could be deemed as infringing on any of the Company’s rights in respect of its intellectual property portfolio.
10.0 DATA PROTECTION
10.1 Both parties shall comply with all their obligations under the Data Protection Act 2018 and the General Data Protection Regulation (the “Data Protection Laws”) in respect of any personal data (such phrase as being defined in the Data Protection Laws.
10.3 The Buyer acknowledges that the lawful basis for processing of personal data under the contract shall be to enable the Company to comply with its contractual obligations to the Buyer.
10.4 The Company may also market and advertise to selected persons with the Buyer’s organisation. The lawful basis for this marketing and advertising will be legitimate interest. The Company has completed a legitimate interest assessment in respect of this activity which is available upon request. The persons at the Buyer to whom this marketing and advertising is directed shall be entitled to unsubscribe from this communication at any point by following the clear instructions as outlined in the communication.
11.0 TERMINATION AND SUSPENSION
11.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:
(a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on;
(c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Buyer's financial position deteriorates to such an extent that in the Company's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without limiting its other rights or remedies, the Company may suspend provision of the Deliverables under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in clause 11.1(a) to clause 11.1(d), or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest together with any work in progress in respect of Services not yet invoiced.
11.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event that is outside of a party’s reasonable control. If the period of delay or non-performance continues for 1 month, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.
12.4 The Buyer shall not be entitled to assign transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company
12.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.6 The Contract shall be governed by the laws of England and the courts of England shall have the exclusive jurisdiction to hear any disputes in relation to any Contract.
Ultima Displays Limited is a company registered in England and Wales No. 3802914 VAT No. 737 4912 12 Registered Office: 49-50 Causeway Road, Earlstrees Industrial Estate, Corby Northants NN17 4DU
ULTIMA DISPLAYS® and ULTIMA LIGHTING® are registered trade marks of Ultima Displays Limited.