1.1 In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Point: has the meaning given in clause 4.2.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Goods: hydraulic, electric and mechanical concrete or cement mixers (or any part of them), as set out in the Order.
Order: the Customers written order for the Goods, as set out in the Customers purchase order form.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the
Supplier: means the company in whose name an Order (by which an agreement is made) is placed, in the relevant agreement which shall
be either (a) Utranazz Importers & Exporters Limited (registered in England and Wales with company number 01111774) having its
registered offices at Utranazz House, Tingewick Road Industrial Park, Buckingham, Buckinghamshire, MK18 1SU; or (b) Utranazz Limited
(registered in England and Wales with company number 05708024) having its registered office at Utranazz House, Tingewick Road
Industrial Park, Buckingham, Buckinghamshire, MK18 1SU.
1.2 In these Conditions, unless the context requires otherwise, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a
statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and
shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes but not emails.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are
implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Order (Order Confirmation); and
(b) the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
2.4 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 28 Business Days
from its date of issue.
3.2 Subject to clause 3.1, if:
(a) the Customer gives notice in writing 14 days of the initial performance test that some or all of the Goods do not comply with clause 3.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods at the Customers premises; and
(c) the Customer makes no further use of the defective Goods after giving such notice,
the Supplier shall, at its option, repair or replace the defective Goods or otherwise bring the Goods into conformity with clause 3.1.
3.3 The Supplier shall not be liable for the Goods' failure to comply with clause 3.1 if
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 3.2 (a);
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any Specification supplied by the Customer; or
(d) the Customer alters or repairs such Goods without the written consent of the Supplier.
3.4 Except as provided in this clause 3, the Supplier shall have no liability to the Customer in respect of the Goods failure to comply with clause 3.1.
3.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 3.2.
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type
and quantity of the Goods and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be
(c) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note.
The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request.
Returns of packaging materials shall be at the Supplier's expense.
4.2 The Supplier shall deliver the Goods to the Delivery Point as follows:
(a) for inland deliveries only, this shall be the Customer's premises or such other location as the Customer specifies on the Order Form and
which has been accepted by the Supplier in the Order Confirmation; and
(b) for export deliveries (to include EIRE and Northern Ireland), this shall be when the Goods are placed alongside the ship at the loading
point at an English port notified to the Supplier by the Customer.
4.3 The Customer may collect the Goods from the Supplier's premises, or such other location where the Goods are being held, as may be
advised by the Supplier prior to delivery within 7 Business Days of the Supplier notifying the Customer that the Goods are ready, subject to
written notification to the Supplier of its intention to do so.
4.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Point, or the Goods being placed in the possession and
control of the Customer.
4.5 The Customer shall, at its own expense, be responsible for providing at the Delivery Point adequate and appropriate equipment (including
carnage/lifting equipment where necessary) and manual assistance for offloading the Goods.
4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any
delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate
delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Supplier fails to deliver the Goods, it shall not be liable for the costs and expenses incurred by the Customer in obtaining replacement
goods of similar description and quality. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure
is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.
4.8 If the Customer fails to take delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the
Supplier's failure to comply with its obligations under the Contract the Supplier shall, at its discretion, store the Goods or have them stored
by a third party, until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform with their description; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose agreed by the parties in writing.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply
with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier'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;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the
warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause Error!
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6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full value from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without
limiting any other right or remedy the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another
if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in
order to recover them.
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list
in force as at the date of delivery.
7.2 The Supplier may, by giving notice to the Customer at any time up to 30 days before delivery, increase the price of the Goods to reflect any
increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information
7.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the
prevailing rate, subject to the receipt of a valid VAT invoice; but
(b) includes the costs and charges of packaging, insurance and transport of the Goods. No allowance shall be made for carriage if the
Customer collects the Goods from the Supplier's premises.
7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.5 The Customer shall pay the invoice in full prior to delivery or according to any payment terms agreed by the parties in writing at the time of
the Order Confirmation.
7.6 Time of payment is of the essence and shall be made in in full and cleared funds to the bank account nominated in writing by the Supplier.
7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay
interest on the overdue amount at the rate of 4% per annum above Lloyds Bank Plc base rate from time to time. Such interest shall accrue
on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay
the interest together with the overdue amount.
7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any
deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off
any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach
within 14 days of that party being notified in writing to do so;
(b) the Customer 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 business
[or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately
fulfil its obligations under the Contract has been placed in jeopardy.
8.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract
between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or the
Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due
under this Contract on the due date for payment.
8.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the
Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than
14 days after being notified in writing to make such payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid
invoices and interest.
8.5 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.
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.
9.1 Nothing in these Conditions shall limit or exclude the Supplier'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 Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1:
(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, 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
(b) the Supplier's total liability to the Customer 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 the price of the Goods.
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 a Force Majeure Event. If the period of delay or non-performance continues for 6 weeks, the
party not affected may terminate this Contract by giving 7 days' written notice to the affected party.
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or
obligations under the Contract.
(b) The Customer may not 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 Supplier.
11.2 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent
misrepresentation based on any statement in this agreement.
11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised
11.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or
default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.
11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to
the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision
shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the
validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that
party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that
party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by prepaid
first class post or other next working day delivery service, commercial courier, or fax.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to
in clause 11.6 (a) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business
Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if
sent by fax, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.7 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its
11.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with
it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or
claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
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