Warmsoles

UFH (UK) Limited – Standard Terms and Conditions of Business

 1.     Interpretation
 1.1   The definitions and rules of interpretation in this condition apply in these conditions:

 –   Customer:  the person, firm or company who purchases the Goods from the Company, except where the customer who is a private person purchasing goods and/or  services for private use and described where appropriate as the “Consumer”.

–   Company: UFH (UK) Limited and its subsidiaries, whether trading in UFH (UK) Limited name or any other trade names.

–   Contract: any contract between the Company and the Customer for the sale and purchase of the Goods, incorporating these conditions.

–   Delivery point: the place where delivery of the Goods is to take place by the Company.

–   Delivery Date:  delivery of the goods shall take place on the Delivery Date.

–   Director: an officer of the Company.

1.2   A reference to law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3    Words in the singular include the plural and in the plural include the singular.

1.4    A reference to one gender includes a reference to the other gender.

1.5    Condition headings do not affect the interpretation of these conditions.

2. Application of Terms

2.1   These Conditions shall apply to all contracts for the provision of goods and/or services by the Company to the exclusion of all other terms and conditions including any terms or conditions which the customer may purport to apply under any purchase order, confirmation of order or similar document and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company.

2.2   All orders for goods and/or services shall be deemed to be an offer by the customer to purchase goods and/or services pursuant to these Conditions. Orders may be placed via e-mail, the Company website, by writing, telephone or fax.

2.3   Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

2.4   Acceptance by the Company in the form of an order confirmation, which may be oral or written, shall be deemed conclusive evidence of the customer’s acceptance of these Conditions.

2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company and authorised by one of its Directors.

2.6   The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.

2.7   The Company’s employees are not authorised to make any representations concerning the goods and/or services unless confirmed in writing by the Company and authorised by one of its Directors.  In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

2.8   While the Company shall endeavour to ensure that goods shall be supplied in accordance with any description contained in any specification provided by the Company, all illustrations, leaflets, drawings, catalogues or other material issued by the Company and particulars of size, weight, measurement, output and performance contained in any of the terms or in any quotation, are approximate only and not binding on the Company.

2.9    All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company`s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

2.10  The Company may from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.

2.11  Any typographical, clerical or other error or omission in any sales literature (which shall include all specification sheets, plans and drawings), the Company website, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

3.      Price

3.1   The price of the goods shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order.

3.2   Quotations are valid for a period of 30 days only from the date of quotation unless specifically stated otherwise in writing. All prices quoted are valid for 30 days or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.

3.3   Except as otherwise agreed in writing between the Customer and the Company all prices quoted by the Company excludes delivery charges.

3.4   The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay the Company.

3.5   The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the goods to reflect any increase in cost to the Company which is due to any factor beyond the Company’s control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the cost of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specification for the goods which is requested by the customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

4.      Delivery

4.1   Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Customer’s place of business or address as advised by the Consumer.

4.2   The Delivery Date shall be the day/time at which the Company has notified the Customer that the goods will be dispatched via the Company’s carrier or, the time at which the goods are ready for collection.

4.3   A signature by an employee of the Customer or the Consumer on a carrier’s delivery sheet or delivery note shall constitute proof of delivery.

4.4   Any dates quoted for delivery of the goods are approximate only and the Company shall not be liable for any delay in delivery of the goods however caused.  Time for delivery shall not be of the essence.  The goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

4.5 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company`s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract.

4.6   The Company may deliver the goods by separate installments.  Each separate installment shall be invoiced and paid for in accordance with the provisions of the contract of sale.  The failure of the Company to deliver or the failure of the customer to pay for any one or more of the said installments of the goods shall not entitle the customer to treat the whole contract as repudiated.

4.7   Where the goods ordered and, paid for in full, by the Customer are not available from stock the customer shall be notified and given the option to either wait until the goods are available or cancel the order and receive a full refund within 30 days.

5. Non-Delivery

5.1   No claim in respect of damage in transit will be accepted unless the Company and its carriers are advised in writing within 48 hours of receipt of goods. Irrespective of the condition of packing, goods and packing should be held for inspection by the Company and its carriers, unless otherwise agreed with the Company. After inspection the Company will arrange for the goods to be collected.

5.2   No claim in respect of loss in transit or short delivery will be accepted unless the Company and its carriers are advised in writing of such loss or short delivery at the time of delivery. The shortfall must be specified in writing on the delivery note. Marking the words “not examined” or “not counted” or any similar statement on the delivery note will not entitle the customer to claim loss in transit or short delivery at any time after delivery. If the Customer does not note any shortfall on the delivery note the Company will be deemed to have delivered the correct quantity of goods to the Customer in accordance with the order.

5.3   In the event of non-delivery the Company must be advised within five days of the applicable Invoice date.

5.4   The Company will not in any event be responsible for goods lost or damaged in transit or for short delivery unless the above conditions are strictly observed.

5.5   Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.

6.      Payment

6.1   Subject to condition 5.5, and unless otherwise agreed in writing, payment of the price for the Goods is due, in pounds sterling 30 days from invoice date for Customers who have an approved trade credit account.

6.2   Unless a Customer holds an approved trade credit account, they shall pay 100% of the price of the goods on or before the Delivery Date.

6.3   No payment shall be deemed to have been received until the Company has received cleared funds.

6.4   Amounts due to the Company cannot be off set against amounts due by the Company unless otherwise agreed in advance.

6.5   All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

6.6   The Company reserves the right to withhold the supply of goods which have been accepted on order in those instances where there is reason to believe that payment for the goods would not be forthcoming within these terms of trading if goods were supplied.

6.7   The Company shall have the right to discontinue delivery and also, at its discretion, to determine the contract in respect of any undelivered goods if the customer defaults in payments but in either event the customer shall remain liable to pay for such goods as have already been delivered.

6.8   The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Interest on overdue moneys under the contract shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 10% above the Bank of England base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

7.      Customer Cancellation

7.1   Requests by the Customer to cancel or amend any order or for the rescheduling of deliveries shall be made in writing and shall only be accepted by the Company in writing. Except as defined in 8.2 below, the Company reserves the right to refuse to cancel any order once the order has been confirmed.  The Company may also apply a handling charge amounting to £25 or, not more than 30 percent of the invoice value (whichever is the greater) of the returned goods.

7.2   Consumers may cancel any order placed (whether or not confirmed) at any time within 14 working days beginning with the day after the day on which the consumer receives the goods and receive a refund of the price or any part thereof paid.  To cancel any order, the Consumer must inform the Company of such cancellation in writing, return the goods in their delivered condition immediately and at the Consumer’s sole cost and risk.  Any statutory consumer rights are unaffected by these Conditions.  For the avoidance of doubt this clause will not apply where the goods have been installed prior to the Customer or Consumer seeking to cancel the order or where the goods have been made to measure or created, altered or modified to accord with the Customer’s particular requirements.

8.      Risk and Property

8.1   Risk of damage to or loss of the goods shall pass to the customer on the Delivery Date or if the Customer wrongfully fails to take delivery of the goods at the time when the Company has tendered delivery of the goods.

8.2    Notwithstanding delivery and the passing of risk in the goods, or any other provisions of these Conditions, the property in the goods shall not pass to the Customer until the Company has received in cash or cleared funds full payment of the price of the goods.

8.3    Until such time as the property in the goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property.

8.4   Until such time as the property in the goods passes to the customer the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company, and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and repossess the goods.

8.5   The Customer 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 customer does so the entire proceeds of sale or other moneys received in respect of the goods shall be held in trust for the Company and shall not be mixed with the customer’s money or paid into any overdrawn bank account and shall at all material times be identified as the Company’s money and all moneys owing by the customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

9.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

9.3 Any additional warranties offered by the company are supplementary to this, offered on a best endeavours basis and are not contractual.

10.    Warranties and Liability

10.1  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 12 months from the Delivery Date by the Company.  For certain goods the Company may offer an extended warranty for such period as the Company may determine which will be detailed in writing.

10.2  The Company shall be under no liability under the above warranty:

10.2.1   unless the goods or any component or part thereof are found to be defective, or faulty on examination by the Company.  Any components or parts of the oods returned to the Company for examination shall be at the Customer’s own expense;

10.2.2   in respect of any defect in the goods arising from any drawing, design or specification supplied by the Customer;

10.2.3   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), incorrect installation, misuse or alteration or repair of the goods without the Company’s approval;

10.2.4   if the total price for the goods and any associated services had not been paid by the due date for payment.

10.3  Subject as expressly provided in these 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.

10.4  Any claim by the Customer 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 customer) be notified to the Company within 7 days of the Delivery Date or where it is not possible for the Customer to inspect the goods on delivery, 7 days from the first available date of inspection by the customer 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 Customer does not notify the Company accordingly, the customer shall not be entitled to reject the goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.

10.5  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 specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the goods (or a proportionate part of the price), but the Company shall have no further liability to the customer.

10.6  Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever whether caused by the negligence of the Company, its employees or agents or otherwise which arise out of or in connection with the supply of the goods or their use or resale by the Customer, and the entire liability of the Company under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these Conditions.

10.7  The Company shall not be liable to the customer 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 obligations in relation to the goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control; Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of The Company or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.

11. Limitation of Liability

11.1  Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

11.1.1   any breach of these conditions;

11.1.2   any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and

11.1.3   any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2  All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these conditions excludes or limits the liability of the Company:

11.3.1   for death or personal injury caused by the Company`s negligence; or

11.3.2   under section 2(3), Consumer Protection Act 1987; or

11.3.3   for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

11.3.4   for fraud or fraudulent misrepresentation.

11.4 Subject to condition 11.2 and condition 11.3:

11.4.1   the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

11.4.2   the Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12.    Customer Insolvency

12.1     This clause applies if:

12.1.1  the customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subjectto an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

12.1.2  an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

12.1.3  the Customer ceases, or threatens to cease, to carry on business; or

12.1.4  the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

12.2  If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Customer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. Return of Goods

13.1  In no circumstances may goods supplied against an accepted order be returned without the Customer having first applied for and obtained the written consent of UFH (UK) Limited.

13.2  A handling charge amounting to not more than 30 percent of the invoice value of the returned goods may be deducted from any credit allowed.

13.3  UFH (UK) Limited will not allow credit in respect of returned goods not in a fully re-saleable condition.

14. Copyright

14.1  All designs, schemes, drawings, descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein.

15     Data Protection Act

15.1  The Company is a registered Data Controller with the Information Commissioners Office (registration number Z1599856)

15.2  Any personal information provided to or to be gathered by the Company is controlled at UFH (UK) Limited, Unit 3 Lovett Farm, Little Somerford, Chippenham, Wiltshire, SN15 5BP.

15.3  Any information we receive at the Company is only used to help improve our service to you. We use the information to handle orders, deliver products and services, process payments, communicate with you about orders, products, services and promotional offers, update our records and generally maintain your accounts with us. We also use this information to improve our store and platform, prevent or detect fraud or abuses of our website and enable third parties to carry out technical, logistical or other functions on our behalf.

16.    General

16.1  Any notice or other document 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.

16.2  Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

16.3  Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16.4   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.

16.5  These Conditions are not intended to confer any rights on any person not party to the contract and for the purposes of the Contracts (Rights of Third Parties) Act 1999 no third party consent shall be required to any termination or variation of this Agreement.

16.6  The contract shall be governed by the laws of England, and the customer agrees to submit to the non-exclusive jurisdiction of the English Courts.