Definitions 1.1 "Agreement" means an agreement for the supply of Goods from U&U to the Purchaser which shall be governed by these Terms and Conditions;
1.2 "U&U" means Ungar & Ungar Limited;
1.3 "the Delivery Date" means a date notified to the Purchaser by U&U for the delivery of Goods;
1.4 "Goods" means goods ordered from U&U, and includes (where the context admits) each instalment or consignment of the same;
1.5 "the Purchaser" means the person, firm or company contracting to purchase Goods from U&U.
Applicability 2.1 These Terms and Conditions, with such variations only as a director of U&U may consent to or specify in writing, shall apply to and govern all Agreements.
2.2 All terms, conditions, representations and warranties whether express or implied, and whether before or on the date of any Agreement, are hereby excluded, save to the extent that the same appear in these Terms and Conditions or are specifically agreed in writing by a director of U&U.
2.3 By placing an order for Goods subsequent to any previous receipt of or referral to these Terms and Conditions, the Purchaser acknowledges that these Terms and Conditions shall prevail over any qualification or condition purported to be imposed by the Purchaser.
Prices 3.1 Unless expressly stated otherwise, prices quoted for Goods are net, ex-works and are exclusive of VAT, which is payable by the Purchaser.
3.2 The price payable for Goods is that current at the Delivery Date.
3.3 Prices indicated in U&U's quotations, catalogues, and other advertising material shall not be binding on U&U.
Payment 4.1 The Purchaser shall pay for Goods within 30 days of the date of invoice, or on such other terms as may be agreed in writing, but the allowance of this credit period is subject to the provision of paragraph 7.4.5.
4.2 In the event of any delay in payment, U&U shall be entitled to charge the Purchaser interest, calculated on a daily basis, at the rate of 3 over the base lending rate of HSBC PLC from time to time, for the period that payment is overdue.
Delivery 5.1 Goods shall be delivered from the premises of U&U on the Delivery Date and, unless otherwise agreed, the Purchaser shall pay for the carriage of the Goods.
5.2 Risk in Goods shall pass on delivery.
5.3 For delivery, time shall not be of the essence.
InspectionThe Purchaser shall inspect Goods as soon as practicable after delivery and shall report any shortages in, breakages of or defects in Goods to U&U in writing within seven working days of delivery, failing which the Goods shall be conclusively presumed to have been accepted as being in good order and in conformity with the Agreement.
Title 7.1 Until the Purchaser has both:-
7.1.1 paid in full for Goods; and
7.1.2 paid in full all other monies it owes to U&U howsoever such debts have accrued those Goods shall remain the sole and absolute property of U&U as legal and equitable owner.
7.2 In the event of delivery of Goods prior to the passing of title in them, the Purchaser shall be in possession of them solely as bailee and fiduciary agent of U&U until such time as the Purchaser has paid for them in full.
7.3 The Purchaser shall insure to their full value Goods wherein the risk but not the title has passed to it and shall indemnify U&U for loss, damage to or destruction of such Goods, and shall hold any insurance monies payable in respect of such Goods in trust for U&U.
7.4 Until title to Goods has been passed to the Purchaser:-
7.4.1 the Purchaser shall store and label them so that they remain separate from other goods in the Purchaser's possession and are readily identifiable as the property of U&U;
7.4.2 the Purchaser shall at the request of U&U deliver them up to U&U and allow U&U to recover them on request and for such purpose U&U may at any time (through its representatives or agents) enter premises at which they are situated;
7.4.3 the Purchaser may as fiduciary agent of U&U dispose of them in the course of its business and pass good title to them to its own customer (being a bona fide purchaser for value without notice of U&U rights) provided that such disposal shall be by the Purchaser as principal in relation to its own customer, and shall not commit U&U to any contractual relationship with or liability to any such customer;
7.4.4 the permission contained in paragraph 7.4.3. may be revoked at any time by notice by U&U and shall automatically and without notice be revoked upon the commencement of liquidation proceedings (compulsory or voluntary) of the Purchaser or the appointment of a receiver, administrator, administrative receiver or judicial administrator over any part of the Purchaser's assets;
7.4.5 In the case of all disposals of Goods under paragraph 7.4.3, U&U shall be legally and beneficially entitled to the proceeds of the disposal; the Purchaser shall not use the same in the course of its business and shall account to U&U forthwith for the proceeds of the disposal notwithstanding that the period of credit allowed to the Purchaser hereunder may not have expired, keeping the same, until paid over to U&U, identified as U&U's monies and separately from its own monies and those of third parties, in a separate bank account in which a credit balance shall be at all times maintained ..
Liability 8.1 Subject to paragraph 8.3, U&U hereby excludes all conditions, undertaking and warranties implied by law in relation to Goods.
8.2 Subject to paragraph 8.3, U&U hereby excludes all liability for consequential or indirect loss or damage (including loss of profits, economic loss and exploitation loss) suffered by the Purchaser by reason, directly or indirectly, of any breach by U&U of any Agreement.
8.3 Nothing in this paragraph 8 of these Terms and Conditions or any Agreement shall exclude or restrict U&U's liability for:-
8.3.1 death or personal injury resulting from the negligence of U&U, its servants or agents; or
8.3.2 breach of U&U's implied undertaking as to title to Goods.
Force Majeure U&U shall not be under any liability to the Purchaser in respect of any failure to perform, or delay in performing, any obligation under any Agreement attributable to any cause of whatsoever nature beyond U&U's reasonable control, any no such failure or delay shall constitute a breach of contract by U&U.
Termination Without prejudice to its rights and remedies, U&U may without liability terminate any Agreement forthwith on written notice if:-
10.1 the Purchaser is in any material breach of the same; or
10.2 any distress, execution or other legal process is levied upon any of the Purchaser's assets; or
10.3 any arrangement or composition is made between the Purchaser and its creditors or there is passed a resolution or there is made an order for the winding-up of the Purchaser, or there is made any administration order in respect of the Purchaser or there is appointed any liquidator or administrative receiver, judicial administrator or receiver or manager in respect of any part of the undertaking or assets of the Purchaser.
No Waiver Any failure or delay on the part of U&U to terminate an Agreement or take any action for the enforcement of an Agreement in consequence of any breach by the Purchaser shall not operate as a continuing waiver of the breach in question or prevent U&U from subsequently enforcing its rights in respect of that continuing or any other breach.
General 12.1 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity and enforceability of the remainder of the provisions hereof shall not be affected thereby.
12.2 Every Agreement shall be construed and take effect in accordance with the laws of England and Wales and the parties shall accept the non-exclusive jurisdiction of the English Courts.
Conflict Diamonds 13.1 For any Goods fabricated from rough diamonds mined from January 1, 2003 onward, U&U warrants that the diamonds have been purchased from legitimate sources not involved in funding conflict and are in compliance with United Nations Resolutions. U&U hereby guarantees that the diamonds are conflict free, based on personal knowledge and/or written guarantees provided by the supplier of these diamonds.
13.2 For any Goods fabricated from rough diamonds mined prior to January 1, 2003, U&U warrants that conflict diamonds will not be knowingly sold and that to the best of its ability, will undertake reasonable measures to help prevent the sales of conflict diamonds in this country.