1. GENERAL
1.1 The following terms and conditions shall apply to every contract for the sale of goods and supply of services by Universal Automotive Ltd (‘UA’) to the Customer and shall supersede all other terms and conditions issued by UA. Subject to any variation under clause 1.2 these conditions form part of the contract to the exclusion of all other terms and conditions (including any terms or conditions which the customer purports to apply under any purchase order, confirmation of order, specification or other document).
1.2 Any purported variation of exclusions (whether contained in any document of the customer or otherwise) shall be of no effect unless accepted in writing by UA.
1.3 Any order whether or not based upon quotation shall not be binding on UA unless accepted by it in writing.
1.4 Any representations or warranties made or given by anyone on behalf of UA prior to its acceptance of an order and not contained in UA’s written quotation are hereby expressly excluded.
1.5 If any contract is expressed to be made subject to any named and printed standard terms of contract eg (by way of example only) the Standard Terms and Conditions of the Institution of Mechanical Engineers or if any contract contains expressed written undertakings by UA repugnant to or inconsistent with all or any of these Conditions such standard terms and/or express written undertakings shall prevail over these Conditions to the extent of any such repugnancy or inconsistency but otherwise shall be construed together with these Conditions so that there shall be deemed to be no surrender by UA or any rights, powers, privileges, liberties or exceptions granted to UA by any such standard terms and/or expressed written undertakings.
1.6 Headings in these Conditions are for ease of reference only and shall not affect the interpretation of these Conditions.

2. SPECIFICATIONS
2.1 Unless agreed in writing with the Customer UA reserves the right in its absolute discretion to vary any specification or design without prior notice and to supply any alternative goods which are in its opinion equivalent to those offered or contracted to be sold to the customer.

3. PRICES
3.1 Unless otherwise stated all prices quoted by UA are exclusive of VAT, carriage and packaging.
3.2 UA shall have the right to make an additional charge over and above its quoted price in the following circumstances:
3.2.1 In the event of any variation or supply of alternative goods in accordance with Clause 2.1 hereof.
3.2.2 Where any order is placed and accepted for goods or services differing in any way from the goods or services specified in UA’s quotation.
3.2.3 Where there is any increase in the costs (of manufacture or otherwise) incurred by UA prior to the delivery of the goods and/or supply of services.

4. PAYMENT
4.1 Payment for goods sold or services supplied by UA shall be made within 30 days of the date of UA’s invoice.
4.2 Without prejudice to any other rights of UA if the Customer fails to make payment on or before the due date UA expressly reserves the right to charge interest on any outstanding balance at the rate of 3% above the Base Lending Rate for the time being of Midland Bank PLC.
4.3 In the event of the Customer suffering any distress or execution to be levied against it or entering into any arrangement with its creditors or (being an individual) becoming subject to the bankruptcy laws or (being a company) entering into liquidation otherwise than for the purpose of amalgamation or reconstruction or having a receiver appointed of the whole or any part of its assets UA shall be entitled to cancel the Contract by notice in writing to the Customer without prejudice to UA’s rights to payments for any goods delivered services supplied or for any work undertaken and expenses incurred in connection with any contract which amounts shall become immediately due and payable on demand.
4.4 If the Customer shall default in payment or if UA shall have reasonable grounds for doubting that payment will be made on the due date UA shall be entitled to withhold deliveries of goods and supply of services without prejudice to its right to payment for goods delivered services supplied or for any work undertaken and expenses incurred in connection with any contract which shall become immediately due and payable on demand.
4.5 If UA has to incur any costs in connection with the preservation or exercise and enforcement ,of any rights under or in connection with UA’s terms and conditions , the customer shall fully indemnify and pay to UA the total of these costs on demand including legal expenses and out of pocket expenses.

5. DELIVERY AND COMPLETION DATE
5.1 UA will use its best endeavours to ensure delivery of goods and to complete any work on or prior to the estimated Delivery or Completion Date (if any) but unless the Customer shall have stipulated in its order that time shall be of the essence of the Contract and UA shall have accepted such stipulation in writing UA shall not be liable for any loss or damage however directly consequential or otherwise caused by any delay in Delivery or Completion.

6. TITLE AND RISK
6.1 Title to the goods shall remain in UA until customer has paid all sums due to UA on any account .
6.2 Prior to full payment for the goods being made by the Customer the Customer shall store all such goods in such a way that they shall be identifiable as not forming part of any goods belonging to the Customer or any third party.
6.3 In any of the events specified in sub-sections 3 and 4 of Clause 4 above UA (without prejudice to its other rights under these Conditions) shall be entitled to enter upon any land or premises where the goods may be for the time being and to recover possession of them.
6.4 The risk in the goods shall pass to the Customer on delivery.
6.5 For so long as title to the goods is retained by UA and the same remain in the possession custody or control of the Customer:
6.5.1 The Customer shall indemnify UA in respect of any loss or damage to the goods howsoever occurring such indemnity being limited to the total indebtedness of the Customer to UA.

7. DELIVERY
7.1 Upon UA notifying the Customer that the goods are ready for delivery or tendering delivery of the goods the Customer shall agree to accept delivery of the goods forthwith. If the Customer shall fail to give proper delivery instructions or to accept delivery as a foresaid it shall be liable for all costs incurred by UA as a result of such failure which shall become immediately due and payable on demand but such liability shall not affect its obligations to purchase the goods or the right of UA to damages to breach of such obligation.
7.2 In the event that the goods are delivered at a time and place agreed by the Customer but no representative of the Customer is present when the goods are so delivered UA reserve the right to deposit the goods at the specified place and shall have no liability in respect of loss or damage resulting therefrom.

8. DAMAGE TO GOODS IN TRANSIT
8.1 UA shall have no liability in respect of goods lost or damaged in transit unless the Customer gives written notice thereof the UA within 48 hours of delivery or in the case of the whole consignment failing to arrive gives notice thereof in writing to UA within 7 days of receipt of UA’s dispatch note or invoice.
8.2 UA’s liability in respect of goods lost or damage in transit shall be limited to repairing or replacing such goods.

9. WARRANTIES AND LIMITATIONS
9.1 UA will replace or repair without charge any goods in respect of which defects arise from faulty materials or workmanship upon notification of the same to UA in writing within 12 months from the date of delivery of the goods in question provided as follows:

(a) such goods shall have been properly used, kept and maintained at all times and in accordance with any accompanying instructions;
(b) such defects shall not have arisen as a result of any attempted repair, replacement, adjustment, modification or alteration carried out by persons other than accredited agents of UA;
(c) such defects shall be notified to UA in writing within 14 days of the same becoming apparent;
(d) the goods are promptly returned to UA carriage paid.
9.2 Save as provided in Sub-condition 1 above UA shall have no other or further liability in respect of the goods or any defects therein and all warranties whether expressed or implied by law as to the quality fitness for any purpose correspondence to description or sample of the goods are expressly excluded except insofar as any statute or rule of law provide to the contrary.

9.3 UA shall not be responsible for any injury, damage or loss caused directly or indirectly by the goods whether as a result of their manufacture, operation, use or otherwise and whether as a result of any defect therein unfitness for purpose or otherwise and the customer shall indemnify UA from any claim arising from any such injury, damage or loss suffered by any third party.
9.4 In the event that the Customer or any agent of the Customer exhibits or displays any goods supplied by UA at any exhibition, fair or show in any part of the world and such exhibition or display occasions:
(a) the withdrawal of any licence granted to UA by a third party or;
(b) an action for damages against UA by any third party or;
(c) the enforcement of any penalty against UA by any third party.
The Customer shall indemnify UA against any loss, damage or expenses thereby occasioned.

10. INTELLECTUAL PROPERTY
10.1 The Customer acknowledges that any trademarks patents copyright or other intellectual property rights in the goods and in any technical documents drawings or specifications relating thereto remain the property of UA or its suppliers as the case may be.
10.2 The Customer shall not copy or permit any other person to copy any goods or any drawings specifications technical data and any other documents information or material of any kind relating thereto.
10.3 The Customer further agrees that it shall not deface or remove from any goods any notices proprietary legends labels or trade marks whether belonging to UA or to any third party.
10.4 The Customer shall indemnify UA to the full extent of any costs disbursements and damages payable by UA in the event of any claim made against UA due to any injury, damage or loss suffered by any third party as a result of non-compliance by the Customer with sub-conditions 2 and 3 above.
10.5 UA gives no warranty that goods supplied to the Customer do not infringe any trademarks, patents, copyright or other intellectual property right belonging to any third party.

11. CONFIDENTIALITY
The Customer agrees that it will treat any technical documents drawings or specifications and any other information relating to the goods supplied to it by UA as confidential and will not without the prior written consent of UA disclose the same to any person other than such of its employees as shall require to use the same and shall be bound by obligations of secrecy in respect thereof.

12. CANCELLATION BY CUSTOMER
The Customer shall not be entitled to cancel any order or part order once accepted by UA unless expressly agreed in writing by UA.

13. SUB-CONTRACTING
UA shall have the right to sub-contract all or any part of its obligations hereunder.

14. CUSTOMERS OWN DESIGNS OR INSTRUCTIONS
14.1 If UA shall manufacture or supply any goods in accordance with any designs or instructions furnished or given by the Customer, the Customer shall indemnify UA to the full extent of any costs, disbursements and damages payable by UA in the event of any claim made against it due to any injury damage or loss suffered by any third party as a result of any such designs or instructions infringing any copyright, trade mark, patent or other intellectual property right belonging to such third party shall first have given the Customer three months notice in writing of its intentions.

15. CUSTOMERS OWN COMPONENTS
15.1 If UA and the Customer shall agree that components are to be supplied by the Customer to UA for insertion in goods manufactured or supplied by UA.
15.1.1 The Customer shall deliver such components to UA carriage paid and in sufficient quantities to allow:
(a) for uninterrupted production of the goods in accordance with the agreed rate of delivery and;
(b) for any loss of such components during the manufacturing process.
15.1.2 Any components surplus to UA’s requirements shall if requested by the Customer be returned to the Customer at the Customer’s expense.
15.1.3 All components shall be suitable for incorporation in the goods and of good quality and shall comply with any mutually agreed dimensions and tolerances.
15.1.4 Any defect in the goods attributable to unsuitable or faulty components supplied by the Customer shall not entitle the Customer to reject any of the goods or claim from UA nor shall any such defects constitute any breach of contract upon the part of UA.
15.2 If UA shall incur any expense or suffer any loss or damage as a result of the Customer’s failure to comply with sub-conditions 1 to 4 of Clause 15 above or any of them the Customer shall indemnify UA to the full extent of any such expense loss or damage incurred by UA.

16. WAIVER
No failure by UA to enforce any of the conditions herein contained nor any additional time granted by UA for payment or otherwise shall be construed as a waiver of any of UA’s rights hereunder.

17. FORCE MAJEURE
UA shall not be liable for any loss or consequential liability or damage sustained by the Customer by reason of act of god war riot fire strike lock out governmental control or regulation abnormal weather conditions accident breakdown or any other circumstances beyond its control.

18. LAW
These Terms & Conditions shall be governed by and construed in all respects according to English Law and the parties agree that all disputes shall be referred for determination to the English Courts.

19. FITTING AND MAINTENANCE
Unless agreed by it in writing UA shall be under no obligation to effect any fitting any maintenance of goods supplied to the Customer. Where UA does agree to carry out any work the following additional Terms & Conditions shall apply:
(a) the Customer shall at its own expense provide UA or its agents with suitable access to and possession of its premises the goods and other equipment to which the goods are to be fitted suitable protection for the goods at all times after delivery adequate lighting during fitting or maintenance and all other facilities which UA may require;
(b) if for any reason fitting or maintenance cannot be commenced at the time of delivery or at the agreed time as the case may be the cost incurred thereby including storage unloading and attendance of UA’s employees and otherwise shall be payable by the Customer;
(c) the Customer shall reimburse UA in respect of any over-time payable to UA’s employees in connection with such fitting or maintenance;
(d) UA shall be entitled for the purposes of such fitting or maintenance to use any of its employees whether or not such employees belong to any trade union;
(e) in the case of fitting delivery of the goods shall be deemed to occur when such fitting has been completed. Any minor additions omissions or defects which do not materially affect commercial use of the goods shall not entitle the Customer to refuse delivery;
(f) UA shall have no liability for any assistance rendered in connection with any fitting or maintenance of the goods including any damage occasioned by its employees or its agents to any property or employees of the Customer and the Customer shall indemnify UA from any claim arising from any such damage.

20. TESTS
In the event that the Customer agrees to attend inspections or tests of the goods or any work performed by UA and the Customer fails to attend after being given at least 10 days notice by UA then such inspections or tests will take place in the Customer’s absence and UA shall be deemed to have complied with its contractual obligations.