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Terms and Conditions

Conditions of Sale

All our transactions are subject to the following Terms and Conditions of Sale.

URBAN HYGIENE LIMITED
TERMS & CONDITIONS OF SALE OR CONTRACT

1. DEFINITIONS
‘the Seller’ means Urban Hygiene Limited.
‘the Purchaser’ means the person, firm or company to be supplied with the goods, materials and/or other items to be supplied pursuant to the Contract. ‘the Contract’ means the contract of sale and purchase of certain goods made between the Seller and the Purchaser to which these conditions shall apply and which shall include any order issued thereunder.

2. SCOPE
THESE CONDITIONS SHALL PREVAIL OVER ANY INCONSISTENT TERMS OR CONDITIONS REFERRED TO IN THE PURCHASERS ORDER OR IN CORRESPONDENCE OR ELSEWHERE UNLESS SPECIFICALLY AGREED TO ON WRITING BY BOTH PARTIES AND ANY CONDITIONS OR STIPULATIONS TO THE CONTRARY ARE HEREBY EXCLUDED OR EXTINGUISHED.

3. QUOTATIONS
Quotations by the Seller shall not constitute an offer and the Seller reserves the right to withdraw or amend the same at any time prior to acceptance of the Purchasers order.

4. PRICES
All prices are UK only and apply to UK mainland sales only. Prices payable for the Goods shall be those charged by the seller at the time of despatch so that the seller shall have the right at any time to revise quoted prices to take account of increases in costs(without limitation) including costs of acquisition of raw materials and carriage.

5. TERMS OF PAYMENT
Payment of invoices shall be made by the 25th day of the month following delivery of the Goods. The Seller shall have the right to charge interest on overdue accounts at the rate of 5% above HSBC Bank plc base rate from time to time to run from the date due for payment thereof until receipt by the Seller of the full amount whether before or after judgement.

6. DELIVERY
6.1 Time not being of the essence of the contract delivery dates mentioned in any quotation or acceptance from or elsewhere are approximate and not of any contractual effect. The Seller shall not be under any liability to the Purchaser in respect of any delay howsoever arising.
6.2 In the event of the Purchaser returning or failing to accept any delivery of the Goods in accordance with the contract the Seller shall be entitled at his option either to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancel further deliveries under the Contract. The Seller shall be entitled to store at the risk of the Purchaser any Goods which the Purchaser refuses or fails to accept and Purchaser shall pay all costs of such storage and any additional costs of carriage incurred as a result of such refusal or failure.
6.3 Subject to the provisions of clause 6.4 (where appropriate) the Goods shall unless delivered by the Sellers own transport or by a carrier on behalf of the Seller be deemed to have been delivered and risk to have passed to the Purchaser upon their transfer to the carrier named by the Purchaser or (in the case of delivery ‘ex works’) upon the Seller notifying the Purchaser that the Goods are available for collection.
6.4 In any case where Goods are sold CIF or FOB or on the basis of any other international trade term the meaning of such term contained in Incoterms (1953) shall apply as if expressly incorporated herein insofar as any part of the same may be inconsistent with any of the provisions contained in these conditions.
6.5 In the case of any sale of goods FOB the Seller shall be under no obligation to give to the Purchaser the notice specified in Section 32(3) of the Sale of Goods Act 1979.
6.6 In the case of the contract of any order involving more than one delivery if default is made in payment on the due date the Seller shall the right to suspend all further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Purchaser.

7 TITLE
7.1 Not withstanding delivery and the passing of risk in the Goods title to the Goods shall pass to the Purchaser upon payment in full of the invoice price and ownership of the Goods shall remain with the Seller until the Seller has received in cash or cleared funds payment in full. The Seller reserved the right to dispose of the Goods until payment in full for all of the Goods has been received by the Seller in accordance with the terms of this contract.
7.2 Until such time as the property in the Goods passes to the Purchaser, the Purchaser shall hold the goods as the Sellers fiduciary agent & bailee, and shall keep the goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time the Purchaser shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, a and shall keep all proceeds separate from any moneys or property of the Purchaser and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.3 If such payment is overdue in whole or in part the Seller may without prejudice to any of its other rights recover or re-sell the Goods or any of the Goods and may enter upon the premises of the Purchaser or any third party where the Goods are stored by its servants or agents for that purpose.
7.4 Such payments shall become due immediately upon the commencement of any act, claim, demand or proceeding in which the solvency of the Purchaser is involved as referred to in clause 13.1.

8. VARIATIONS
The Seller shall be deemed to have fulfilled his contractual obligation in respect of any delivery not withstanding the fact of the quantity delivered being up to 10% more or less than the quantity specified in the Contract and in such event the Purchaser shall pay for the actual quantity delivered.

9. SPECIFICATIONS BY THE PURCHASER
9.1 The Purchaser shall indemnify and keep indemnified the Seller against all claims cost
Damage and expenses incurred by or for which the Seller may become liable as a result of the carrying out of any work required to be done on or to the Goods in accordance with the requirements or specifications of the Purchaser involving any infringement of any intellectual property right vested in another person firm or company.
9.2 The sale of Goods shall not by implication or otherwise convey any licence under any patent relating to the product or compositions thereof and the Purchaser expressly assumes all risks of patent infringement by reason of the Purchasers use or sale of the Goods singly of in combination with other materials or in any processing operation whatsoever.
9.3 The Purchaser warrants that any design or instructions furnished or given by him shall not be such as will cause the Seller to infringe any letters patent, registered design, trademark or trade name in the execution of the Contract.
9.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety of other statutory requirement or where the Goods are to be supplied to the Suppliers specification which do not materially affect their quality or performance.

10. LIABILITY
10.1 THE PURCHASERS ATTENTION IS DRAWN IN PARTICULAR TO THE WHOLE OF THIS CLAUSE 10.
10.2 The Seller shall not be liable for any shortage in quantity delivered nor for any defect in the quality nature or condition of the Goods nor for the failure of the Goods to comply with any specification unless a claim in writing shall have been lodged with the Seller by the Purchaser.
(a) in the case of shortage, within three days of delivery and
(b) in the case of defects, within 7 days of delivery. In this respect the Purchaser is obliged to check the quality, safety and all other properties of the Goods and to hold the Seller harmless against any claims and in the event of such a claim is lodged the Purchaser shall not be entitled to reject the Goods and the Purchaser shall be bound to pay the prices as if the Goods had been delivered in accordance with the contract.
10.3 The Purchaser is obliged to check the Goods on delivery and to indemnify and keep indemnified the Seller against any claims, demands or proceedings in respect of the quality and safety of the Goods in the possession of the Purchaser.
10.4 In the event of any shortage defect or failure as aforesaid the Seller shall make good the shortage and/or at the Sellers sole discretion replace free of charge any Goods found to be defective by reason of faulty material or workmanship provided that as a condition thereof the Seller may require that the goods concerned are returned to the Sellers works carriage paid within 1 month of the discovery of the defect.
10.5 Except in respect of death or personal injury caused by the negligence of the Seller (being defined by section 1 of the Unfair Contract Terms Act 1977) the liability of the Seller to the Purchaser by reason of any representation implied warranty or other term or any duty under common law or under any contract for any consequential loss/damage (whether for loss of profit or otherwise) costs claims and expenses or for any other loss damage or injury whatsoever which may arise from the suitability of the Goods defective material faulty workmanship or otherwise shall in no case exceed the invoice value of the Goods delivered from the loss or damage arises.
10.6 Any information or recommendation by the Seller in relation to the Goods is given in good faith but the Seller shall not be liable to the Purchaser in respect of any loss or damage arising therefrom howsoever caused.

11. LICENCES AND CONSENTS
If any licence or consent of any government or other authority shall be required for the purchase or importation of the Goods by the Purchaser, the Purchaser shall obtain the same at its own expense and if necessary or so required produce evidence of the same to the Seller on demand.

12. FORCE MAJEURE
The Seller shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the Seller being prevented, hindered or delayed in the manufacture of the Goods or their delivery by normal route or means of delivery by reason of any act of God riot strike lock out trade dispute or labour disturbances accident breakdown of plant or machinery fire flood difficulty in obtaining workmen materials of transport or other circumstances whatsoever outside the control of the Seller.

13. TERMINATION
13.1 This clause applies if:
13.1.1the Purchase makes any voluntary arrangement with its creditors or becomes subject to any administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction): or
13.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the purchaser; or
13.1.3 the Purchaser ceases, or threatens to cease, to carry on business; or
13.1.4 the Seller reasonably apprehends that any or the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser
accordingly.
13.2 If this clause applies then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under t the Contract without any liability to the Purchaser; and if the Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
13.3 The Seller which by the Contract is understood to mean all Companies forming part of the same group of companies as the Seller has the right to set off any sums receivable from the Purchaser (which in this respect is also understood to mean all Companies forming part of the same group of Companies as the Purchaser) against any sums payable to the Purchaser.

14. WAIVER
The failure on the part of either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate s so as to bar the exercise or enforcement thereof at any time or times thereafter.

15. NOTICES
Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by pre-paid first class post, telex, fax transmission or telegraph addressed to the party concerned at its principal place of business or last known address.

16. HEADINGS
Headings to any of these conditions are included to facilitate reference only and shall not affect the construction hereof.

17. SEVERABILITY
If any provision if these conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

18. GOVERNING LAW
The contract shall be governed by and construed and interpreted in accordance with the laws of England and for the purpose of settlement of any disputes arising out of or in connection with the contract the parties hereby submit themselves to the jurisdiction of the English Courts.
The statutory regulations for implementation of the convention concluded at the Hague on 1st July 1974 relating to a uniform laws on the international sale of Goods shall not be applicable to this Contract.

19. SET OFF
Seller, which in this respect is also understood to mean all companies forming part of the same group of companies as Seller, has the right to set off any sums receivable from the Purchaser, which in this respect is also understood to mean all companies forming part of the same group as Buyer, against any sums payable to the Purchaser.

MARCH 2009

Safety

Since improper use and handling can be hazardous to health and cause fire or explosion, safety precautions included with application instructions must be observed during all storage, handling, use and drying periods. To avoid any confusion that may arise through translation into other languages, the English version of the Technical Data / Application instructions will be the governing literature and must be referred to in case of deviations with product literature in other languages.

Warranty

Urban Hygiene warrants it products to be free from defects in material and workmanship.

Urban Hygiene’s sole obligations and Buyer’s exclusive remedy in connection with the products shall be limited, at Urban Hygiene’s option, to either replacement of products not conforming to this warranty or credit to Buyer’s account in the invoiced amount of the nonconforming products. Any claim under this warranty must be made by Buyer to Urban Hygiene in writing within five (5) days of Buyer’s discovery of the claimed defect, but in no event later than the expiration of the applicable shelf life, or one year from the delivery date, whichever is earlier. Buyer’s failure to notify Urban Hygiene of such nonconformance as required herein shall bar Buyer from recovery under this warranty.

Urban Hygiene makes no other warranties concerning the product. No other warranties, whether express, implied, or statutory, such as warranties of mechantability or fitness for a particular purpose, shall apply. In no event shall Urban Hygiene be liable for consequential or incidental damages.

Any recommendation or suggestion relating to the use of the products made by Urban Hygiene, whether in it technical literature, or response to specific enquiry, or otherwise, is based on data believed to be reliable; however, the products and information are intended for use by Buyer’s having requisite skill and know-how in the industry, and therefore it is Buyer to satisfy itself of the suitability of the products for its own particular use and it shall be deemed that Buyer has done so, at its sole discretion and risk. Variation in environment, changes in procedures of use, or extrapolation of data may cause unsatisfactory results.

Limitation of Liability

Urban Hygiene’s liability on any claim of any kind, including claims based upon Urban Hygiene’s negligence or strict liability, for any loss or damage arising out of, connected with, or resulting from the use of the products, shall in no case exceed the purchase price allocable to the products or part thereof which give rise to the claim. In no event shall Urban Hygiene be liable for consequential or incidental damages.