A reference to “Supplier” is a reference to Unity Doors Limited a company incorporated and registered in England and Wales with company number 12429038 whose registered address is 2 Imperial Square, Cheltenham, GL50 1QB. A reference to a “Customer” is a reference to you. The supply to any Customer of goods and / or services by the Supplier shall be subject to this agreement:
IT IS HEREBY AGREED
1.1 The following definitions and rules of interpretation apply in these Conditions.
any of the services and goods offered by the Supplier.
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
has the meaning given in clause 6.2.
the date upon which the Customer makes its first Order following receipt of this agreement.
these terms and conditions as amended from time to time in accordance with clause 25.
has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
completion of delivery or collection (as the case may be) of Goods, as advised by the Supplier, in accordance with clause 6.3.
has the meaning given in clause 6.2.
“Force Majeure Event”
has the meaning given to it in clause 17.
the goods (or any part of them) set out in the Order.
any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
the Customer's order for the supply of Goods and/or Services, as set out in writing to the Supplier.
a quote describing the Services and / or Goods to be provided by the Supplier to the Customer in writing.
the installation services supplied by the Supplier to the Customer as set out in the Service Specification (if any).
the description or specification for the Services provided in writing by the Supplier to the Customer.
has the meaning given in clause 10.1.8.
the period starting with the Commencement Date and ending on the earlier of:
a) this agreement terminating in accordance with clause 15; or
b) if either party serves notice in accordance with clause 2.1, the end of such notice period.
taking any steps required in order to provide the Goods to the Customer including, but not limited to: ordering the materials, commencing the manufacturing process in respect of the Goods and taking any other action necessary in order to provide the Goods.
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.4 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
1.2.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.6 A reference to writing or written includes email.
2. Commencement and duration
2.1 This agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 15 (Termination), until:
2.1.1 the Supplier gives to the Customer 1 month’s written notice to terminate; or
2.1.2 the Customer gives to the Supplier 3 months’ written notice to terminate.
Such notice shall expire on the completion of all outstanding Orders entered into before the date on which it is served.
2.2 If there are no uncompleted Services and / or outstanding Goods to be delivered as at the date notice to terminate is served under clause 2.1, such notice shall terminate this agreement with immediate effect.
2.3 The Buyer shall not submit any further Orders after the date on which notice to terminate is served under clause 2.1.
2.4 The Customer may procure any of the Available Services by agreeing a Quotation with the Company pursuant to clause 3 (Quotations).
3.1 Each Quotation shall be agreed in the following manner:
3.1.1 the Customer shall submit an Order and provide the Supplier with as much information as the Supplier requests in order to prepare a Quotation for the Order;
3.1.2 following receipt of all the information requested from the Customer the Supplier shall, as soon as reasonably practicable either:
(a) inform the Customer that it declines to fulfil the Order;
(b) provide the Customer with an agreed Quotation for all or part of the Order; and / or
(c) start to provide the Works and / or Services to the Customer.
3.2 Each Quotation shall be part of this agreement and shall not form a separate contract to it.
3.3 Any Quotation given by the Supplier shall only be valid for a period of 28 Business Days from its date of issue unless otherwise agreed by the Seller in writing.
4. Basis of contract
4.1 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues, brochures, website or any other correspondence are issued or published for the sole purpose of giving an approximate idea of the Services and / or Goods described in them. They shall not form part of this agreement nor have any contractual force.
4.2 The parties agree that these Conditions apply to all Services carried out and / or Goods supplied by the Supplier to the exclusion of any other terms that the Customer seeks to impose or incorporate during the Term, or which are implied by law, trade custom, practice or course of dealing.
4.3 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
5.1 The Goods are described in the Goods Specification.
5.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
6. Delivery of Goods
6.1 The Supplier shall ensure that:
6.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
6.1.2 it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
6.2 The Supplier shall either:
6.2.1 deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready; or
6.2.2 advise the Customer that the Goods are ready for collection at such location as the Supplier shall advise (“Collection Location”). The Customer shall collect the Goods within 3 Business Days following receipt of such notice unless otherwise agreed in writing by the Supplier.
6.3 Delivery of the Goods shall be completed as follows:
6.3.1 if the Goods are being delivered in accordance with clause 6.2.1, delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location; or
6.3.2 if the Goods are being collected by the Customer in accordance with clause 6.2.2, delivery of the Goods shall be completed upon the Customer collecting the Goods from the Collection Location, as the case may be.
6.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5 The Goods may be delivered by the Supplier in advance of the quoted date upon giving reasonable notice to the Customer to deliver any one or more of the instalments in accordance with these Conditions.
6.6 Any claim or complaint by the Customer in respect of any Delivery shall not entitle the Customer to treat the agreement as a whole as repudiated. If the Supplier fails to deliver the Goods:
6.6.1 the Customer must notify the Supplier in writing, of such failure to deliver within 3 days of the Supplier sending notice of dispatch: and
6.6.2 provided always that the Supplier receives notice in accordance with clause 6.6.1, the Supplier’s liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods;
6.6.3 the Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
6.7 If the Customer fails to accept Delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations in respect of the Goods:
6.7.1 Delivery shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
6.7.2 the Supplier shall store the Goods until Delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6.8 If twenty Business Days after the day on which the Supplier notified the Customer that the Goods were ready for Delivery the Customer has not accepted Delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
6.9 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
6.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.11 The Customer acknowledges that any packaging materials supplied by the Supplier is intended to be only sufficient to protect the Goods for all normal conditions of transit and for the normal period of transit only.
6.12 If the Supplier fails to deliver the Goods then:
6.12.1 the Customer must notify the Supplier within 3 Business Days of the date the Supplier notifies the Customer the Goods are ready for Delivery (or within such other time limit as may be specified in any conditions of the carrier); and
6.12.2 if such failure to deliver is the responsibility of the Supplier (as decided by the Supplier at its sole discretion acting reasonably), the Supplier’s liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods.
6.13 Failure by the Customer to serve a notice in accordance with clause 6.12.1 shall render the Customer liable for any temporary of permanent loss of the Goods in addition to all additional costs and expenses incurred by the Seller in respect of such loss of Goods.
7. Quality of Goods
7.1 The Supplier warrants that on Delivery the Goods shall:
7.1.1 conform in all material respects with the Goods Specification;
7.1.2 be free from material defects in design, material and workmanship;
7.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
7.1.4 be fit for any purpose held out by the Supplier
7.2 Unless otherwise agreed in writing by the Supplier, the Supplier further warrants that the following materials and goods will be fit for purpose for the time periods set out in this clause 7.2:
Duration of warranties
10 years from the date of manufacture
10 years from the date of manufacture
Door outer frame
10 years from the date of manufacture
1 year from the date of manufacture
1 year from the date of manufacture
Double glazed units
1 year from the date of manufacture
7.3 The warranties set out in clause 7.2 will not apply where the Supplier elects (in its discretion) to assign to the Customer the benefit of the original manufacturer’s warranty which is similar in nature and duration. Such assignment shall be notified to the Customer in writing.
7.4 Subject to clause 7.5, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
7.4.1 the Customer inspects the Goods immediately upon arrival at the Delivery Location and / or Collection Location;
7.4.2 the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty providing as much detail as possible regarding the defect, in accordance with the following timescales:
(a) within 3 Business Days of Delivery in respect of the warranties set out in clause 7.1, ; and / or
(b) as soon as possible following the date such defect arose, and in any event, within the timescales outlined in clause 7.2 in respect of the corresponding warranties set out in clause 7.2,
7.4.3 the Supplier is given a reasonable opportunity of examining such Goods;
7.4.4 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost; and
7.4.5 the Customer provides proof of purchase of the defective Goods.
7.5 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 7.1 if:
7.5.1 the Customer makes any further use of such Goods after giving a notice in accordance with 7.4.2;
7.5.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
7.5.3 the defect arises as a result of the Supplier following any measurements, drawing, design or Goods Specification supplied by the Customer;
7.5.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
7.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
7.5.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
7.5.7 the defect arises due to the use of inappropriate or unapproved cleaning materials or due to lack of periodic lubrications of moving parts;
7.5.8 the breakage of glass (except where the same occurs in the ordinary use of the Goods). For the avoidance of doubt, the warranties do not apply to accidental breakage; and / or
7.5.9 an event arises in accordance with clause 17.
7.6 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1 or 7.2.
7.7 If no notice is received in accordance with clause 7.2, then the Goods shall be deemed to comply in all respects in accordance with this agreement and accepted by the Customer. The Customer shall be bound to pay any invoice in respect of such Goods when due.
7.8 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7.9 The Customer acknowledges that the Supplier may be reliant upon the supply of replacement parts from its suppliers. The Customer acknowledges that the Supplier has the right to modify designs and specifications for the Goods and if any defective Good (or any part of a defective Good) is not available or obsolete, a product or part of similar specification will be provided.
7.10 In the event the Goods are repaired or replaced by the Supplier, the Supplier shall be entitled to charge for travel costs and labour as its standard rates as at the date such repair or replacement is provided.
7.11 For the avoidance of doubt, any warranty or guarantee given by the Supplier in accordance with this contract, is given solely for the benefit of the Customer. All claims hereunder must be made by the Customer and not by any other person, firm or company who may have possession of the Goods.
7.12 The warranties contain in this clause 7 shall only apply to Goods supplied in the UK.
8. Title and risk
8.1 The risk in the Goods shall pass to the Customer as follows:
8.1.1 in the event the Goods are being delivered to a Delivery Location, on loading the Goods onto the carrier which will deliver the Goods to the Delivery Location. This clause shall apply whether or not the carrier was arranged by the Supplier or the Customer; or
8.1.2 in the event the Goods are being collected by the Customer at the Collection Location, upon the Customers arrival at the Collection Location.
8.2 Title to the Goods shall not pass to the Customer until the earlier of:
8.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
8.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.4.
8.3 Until title to the Goods has passed to the Customer, the Customer shall:
8.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of Delivery;
8.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 15.2.3 to clause 15.2.7; and
8.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
8.3.6 the Goods; and
8.3.7 the ongoing financial position of the Customer.
8.4 Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
8.4.1 it does so as principal and not as the Supplier's agent; and
8.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
8.5 At any time before title to the Goods passes to the Customer, the Supplier:
8.5.1 may by notice in writing, terminate the Customer's right under clause 8.4 to resell the Goods or use them in the ordinary course of its business; and
8.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9. Supply of Services
9.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
9.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in Service Specification and / or the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
9.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
9.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
10. Customer's obligations
10.1 The Customer shall:
10.1.1 ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
10.1.2 co-operate with the Supplier in all matters relating to the Services;
10.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
10.1.4 promptly provide the Supplier with such measurements, information and materials as the Supplier may reasonably require in order to supply the Goods and / or Services, and ensure that such information is complete and accurate in all material respects;
10.1.5 prepare the Customer's premises for the supply of the Services;
10.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
10.1.7 comply with all applicable laws, including health and safety laws;
10.1.8 keep all materials, equipment, documents and other property of the Supplier ("Supplier Materials") at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
10.1.9 comply with any additional obligations as set out in the Service Specification and the Goods Specification.
10.2 If the Supplier's performance of any of its obligations under this agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
10.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
10.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 10.2; and
10.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
11. Charges and payment
11.1 The price for Goods and Services:
11.1.1 shall be the price set out in the Quotation and / or as confirmed to the Customer by the Supplier, or, if no price is quoted, the price set out in the Supplier's price list as at the date of the order which is available on request; and
11.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.
11.2 The Supplier reserves the right by giving written notice to the Customer at any time before Delivery, to increase the price of the Goods and / or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and / or Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure by the Customer to give the Supplier adequate information or instructions.
11.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after the shipment has been raised prior to Delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services.
11.4 The Customer shall pay each invoice submitted by the Supplier:
11.4.1 within 30 calendar days following the end of the month in which Delivery took place and / or the Services were completed (unless otherwise agreed in writing by the Supplier); and
11.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
11.4.3 time for payment shall be of the essence of the agreement.
11.5 All amounts payable by the Customer under this agreement are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under this agreement by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
11.6 If the Customer fails to make a payment due to the Supplier under this agreement by the due date, then, without limiting the Supplier's remedies under clause 15 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
11.7 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.1 Each party undertakes that it shall not at any time during the Term, and for a period of three years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
12.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13.1 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:
13.1.1 any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification;
13.1.2 the Customer altering or cancelling any Order once it has been agreed in accordance with clause 3.1;
13.1.3 the Supplier having to enforce the terms of this agreement;
13.1.4 the Customer failing to comply with its obligations at clause 10; and / or
13.1.5 the Customer providing incorrect, inaccurate or unsuitable drawings and / or dimensions (including the manufacturing size) to the Supplier.
13.2 This clause 13 shall survive termination of this agreement.
14. Limitation of liability
14.1 The Supplier has obtained insurance cover in respect of its own legal liability under this agreement. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
14.2 The restrictions on liability in this clause 14 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.3 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
14.3.1 death or personal injury caused by negligence;
14.3.2 fraud or fraudulent misrepresentation;
14.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
14.3.4 defective products under the Consumer Protection Act 1987.
14.4 Subject to clause 14.3, the Supplier's total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed either:
14.4.1 the cap; or
14.4.2 the level of insurance monies actually paid out to the Supplier in respect of such incident or series of incidents,
whichever is lower.
14.5 In clause 14.4:
14.5.1 cap. The cap is one hundred per cent (100%) of the total charges in the contract year in which the breaches occurred;
14.5.2 contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it; and
14.5.3 total charges. The total charges means all sums paid by the Customer and all sums payable under this agreement in respect of goods and services actually supplied by the Supplier, whether or not invoiced to the Customer.
14.6 This clause 14.6 sets out specific heads of excluded loss:
14.6.1 Subject to clause 14.3, the types of loss listed in clause 14.6.2 are wholly excluded by the Supplier.
14.6.2 The following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill
(g) loss or damage to Customer property;
(h) costs and expenses of Customer (subject to clause 6.6.2);
(i) indirect or consequential loss; and
(j) any other loss caused by negligent acts of the Supplier.
14.7 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 7 and clause 9. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
14.8 This clause 14 shall survive termination of this agreement.
15.1 Without affecting any other right or remedy available to it, either party may terminate this agreement by giving the other party not less than 1 months' written notice.
15.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
15.2.1 the Customer commits a material breach of its obligations under this agreement and (if such breach is remediable) fails to remedy that breach within 5 Business Days after receipt of notice in writing to do so;
15.2.2 the Supplier considers it appropriate to do so;
15.2.3 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
15.2.4 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
15.2.5 the Customer fails to pay any amount due under this agreement on the due date for payment;
15.2.6 there is a change of Control of the Customer; or
15.2.7 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
15.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under this agreement or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this agreement on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.2.3 to clause 15.2.7, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
16. Consequences of termination
16.1 On termination of this agreement:
16.1.1 all outstanding Quotations and / or Orders will terminate;
16.1.2 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
16.1.3 the Customer shall return all of the Supplier Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this agreement.
16.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry.
16.3 Any provision of this agreement that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
17. Force majeure
17.1 "Force Majeure Event" means any circumstance not within a party's reasonable control including, without limitation:
17.1.1 acts of God, flood, drought, earthquake or other natural disaster;
17.1.2 epidemic or pandemic;
17.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
17.1.4 nuclear, chemical or biological contamination or sonic boom;
17.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
17.1.6 collapse of buildings, fire, explosion or accident;
17.1.7 any labour or trade dispute, strikes, industrial action or lockouts;
17.1.8 any circumstances which the Company considers to be outside its control in its sole discretion;
17.1.9 non-performance by suppliers or subcontractors; and
17.1.10 interruption or failure of utility service.
17.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
17.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
17.4 If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 5 Business Days written notice to the affected party.
18. Assignment and other dealings
18.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
18.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
19.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
19.1.1 delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
19.1.2 sent by email to the address agreed by the Supplier.
19.2 Any notice shall be deemed to have been received:
19.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
19.2.2 if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
19.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.
19.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part provision of this agreement is deemed deleted under this clause 20he parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
22. No partnership or agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
23. Entire agreement
23.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
23.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in this agreement.
23.3 Nothing in this clause shall limit or exclude any liability for fraud.
24. Third party rights
24.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
24.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
Except as set out in these Conditions, no variation of this agreement shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
26. Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Welcome to the Unity Group
The Unity Group comprises of:
Unity Doors is our specialist door company and one of the UK’s leading door manufacturers. We’ve been serving the industry for over 20 years and had the privilege of selling over 2 million composite doors to trade, business and domestic UK customers.
Whether it’s a classic, understated look, or something contemporary and bold, we’re proud to offer an extensive range of high quality external and internal doors - along with a great selection of finishes, designs, glazing options and accessories and Secured By Design fire doorsets.
JCK Joinery is a premium brand within our group. JCK are experts in creating bespoke timber doors and exclusive joinery solutions: including CE marked external fire doors..