1.1 The following definitions and rules of interpretation in this clause apply to these Conditions:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 13.2;
“Contract” means the contract between Unigloves and the Customer for the sale and purchase of the Products in accordance with these Conditions;
“Delivery Date” means the date specified for delivery of the Order as set out in the applicable Order Confirmation;
“Order” means the Customer’s order for the Products submitted by the Customer in accordance with clause 2;
“Order Confirmation” means the written confirmation issued by Unigloves to the Customer in accordance with clause 2.3;
“Products” means the products (or any part of them) as set out in the Order Confirmation;
“Unigloves” means Unigloves (UK) Limited; and
“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
1.2 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors or permitted assigns.
1.4 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 re-enacted.
1.5 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.
1.6 A reference to writing or written includes e-mails.
2 Basis of the contract
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 placed by the Customer, whether communicated by telephone, fax or via email, shall be deemed to be an offer by the Customer to purchase the Products in accordance with these Conditions, which Unigloves shall be free to accept or decline at its absolute discretion.
2.3 The Order shall only be deemed to be accepted when Unigloves issues an Order Confirmation, at which point the Contract shall come into existence.
2.4 A quotation for the Products given by Unigloves shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.5 The Customer acknowledges and accepts that Unigloves may, prior to accepting any Orders, carry out such credit checks on the Customer and its connected parties as Unigloves (in its sole discretion) deems appropriate and the Customer acknowledges that Unigloves may determine and impose credit limits on the Customer from time to time.
3.1 The Products are as described in the technical data sheets available on Unigloves' website (unigloves.co.uk) from time to time. Unigloves reserves the right to amend the specification of the Products (and the associated packaging) if required by any applicable statutory or regulatory requirements.
3.2 Any samples, drawings, descriptive matter, or advertising produced by Unigloves and any descriptions contained in Unigloves’ catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
4.1 Each delivery of the Products shall be accompanied by a delivery note which shows the date of the Order, all relevant Customer and Unigloves reference numbers, the type and quantity of the Products, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered.
4.2 Unigloves shall arrange delivery of the Products to the location set out in the Order Confirmation or such other location as the parties may agree in writing at any time prior to the Products being dispatched (the “Delivery Location”).
4.3 Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Unigloves shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide Unigloves with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.5 If Unigloves fails to deliver the Products by the Delivery Date, it shall (at Unigloves’ sole discretion) either notify the Customer of a revised delivery date, or shall arrange for a full refund of the price paid for the Products to be made to the Customer.
4.6 If the Customer does not accept delivery of the Products, Unigloves may resell or otherwise dispose of part or all of the Products.
4.7 Unigloves may deliver Orders by instalments, which may be invoiced and paid for separately. References in these Conditions to Orders shall, where applicable, be read as references to instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5 Quality and returns
5.1 Unigloves shall pack and supply the Products in accordance with all generally accepted industry standards and practices that are applicable to the Products. The Customer accepts that it shall not remove, alter or otherwise tamper with any trade marks, trade names, logos, numbers or other means of identification on the Products, or the packaging of such Products.
5.2 Unigloves warrants that on delivery the Products shall:
5.2.1 conform in all material respects with their description;
5.2.2 be free from material defects in design, material and workmanship; and
5.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.3 Subject to clause 5.4, if:
5.3.1 the Customer gives notice in writing to the Unigloves (whether through submission of a completed ‘Proof of Delivery’ or otherwise) within 3 Business Days following delivery, of discovery that some or all of the Products do not comply with the warranty set out in clause 5.2;
5.3.2 Unigloves is given a reasonable opportunity of examining such Products; and
5.3.3 the Customer (as requested by Unigloves) returns such Products to Unigloves’ place of business at the Customer's cost or makes such Products available for inspection at the Customer’s place of business,
Unigloves shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.4 Unigloves shall not be liable for the Products' failure to comply with the warranty set out in clause 5.2 in any of the following events:
5.4.1 the Customer makes any further use of such Products after giving notice in accordance with clause 5.3;
5.4.2 the defect arises because the Customer failed to follow Unigloves’ oral or written instructions as to the storage, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
5.4.3 the Customer alters or repairs such Products without the written consent of Unigloves;
5.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.4.5 the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 Except as provided in this clause 5, Unigloves shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.2.
5.6 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.
5.7 These Conditions shall apply to any repaired or replacement Products supplied by Unigloves.
6 Title and risk
6.1 Risk in the Products shall pass to the Customer on completion of delivery.
6.2 Title to the Products shall not pass to the Customer until (the earlier of):
6.2.1 Unigloves receives payment in full (in cash or cleared funds) for the Products; and
6.2.2 the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Products has passed to the Customer, the Customer shall:
6.3.1 store such Products separately from all other goods held by the Customer so that they remain readily identifiable as Unigloves' property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
6.3.3 maintain such Products in satisfactory condition and keep them insured on Unigloves' behalf for their full price against all risks with an insurer that is reasonably acceptable to Unigloves. On request the Customer shall allow Unigloves to inspect such Products and the insurance policy.
6.4 Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Unigloves receives payment for the Products. However, if the Customer resells the Products before that time:
6.4.1 it does so as principal and not as Unigloves’ agent; and
6.4.2 title to those Products shall pass from Unigloves to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1.2, then, without limiting any other right or remedy the Unigloves may have:
6.5.1 the Customer's right to resell Products or use them in the ordinary course of its business ceases immediately; and
6.5.2 Unigloves may at any time:
188.8.131.52 require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and
184.108.40.206 if the Customer fails to do so promptly, enter any premises.
7 Price and payment
7.1 The price of the Products shall be the price set out in the Order Confirmation, or, if no price is quoted, the price set out in Unigloves’ published price list in force as at the Delivery Date.
7.2 Unigloves may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
7.2.1 any factor beyond Unigloves' control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the Delivery Date(s), quantities or types of Products ordered; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Unigloves adequate or accurate information or instructions.
7.3 The price of the Products is, unless otherwise indicated, inclusive of the costs and charges of packaging, insurance and transport of the Products.
7.4 The price of the Products is exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from Unigloves, pay to Unigloves such additional amounts in respect of VAT as are chargeable on the supply of the Products.
7.5 Unigloves may invoice the Customer for the Products, or part thereof:
7.5.1 prior to delivery taking place; or
7.5.2 on or at any time after the completion of delivery.
7.6 Except as otherwise agreed, the Customer shall pay all invoices under the Contract in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by Unigloves. Time of payment is of the essence.
7.7 If the Customer fails to make any payment due to Unigloves under the Contract by the due date for payment, then, without limiting Unigloves’ remedies under clause 9.1, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s 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. 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). Unigloves 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 Unigloves to the Customer.
8 Limitation of liability
8.1 This clause sets out the entire financial liability of Unigloves (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of any breach of the Contract howsoever arising and any use made or resale of the Products by the Customer, or any product incorporating any of the Products.
8.2 Nothing in the Contract shall limit or exclude Unigloves’ liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), or fraud or fraudulent misrepresentation.
8.3 Without prejudice to clause 8.2, Unigloves shall not under any circumstances be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, or special, indirect or consequential damage, suffered by the Customer that arises under or in connection with the Contract.
8.4 Without prejudice to clause 8.2 or clause 8.3, Unigloves' total liability arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in no circumstances exceed 100% of the price paid for the Products in any 12 month period.
9.1 Unigloves may terminate the Contract with immediate effect by giving written notice to the Customer if:
9.1.1 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; or
9.1.2 the Customer is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent or bankrupt or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction; or
9.1.3 there is a change of “control” of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
9.2 On termination of the Contract for any reason the Customer shall immediately pay to Unigloves all of Unigloves’ outstanding unpaid invoices and any interest which has accrued under clause 7.7.
9.3 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
9.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10 Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including any default of suppliers or subcontractors.
11.1 Unigloves 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.
11.2 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 Unigloves.
12.1 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 condition, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
12.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 12.1; if sent by pre-paid first class post or recorded delivery, 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 or e-mail, one Business Day after transmission.
12.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13 General terms
13.1 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 part-provision 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.
13.2 No variation of the Contract shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
13.3 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4 A person who is not a party to the Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
14 Law and jurisdiction
14.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).