Terms and Conditions of Sale
In these Conditions:-
(a) "the Company", “we” and “us” means Unico Limited (Company No. 00861294) whose registered office is at Octagon Point 5 Cheapside London England EC2V 6AA.
(b) "the Customer" and “you” means the person, firm, company or other entity supplied or to be supplied with Goods by the Company;
(c) "Goods" means the goods, materials, services and/or other items (whether original or substituted) supplied or to be supplied by the Company to the Customer pursuant to any Contract made under these Conditions (subject to any amendment or alteration thereto agreed in writing by the Company);
(d) "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Customer;
(e) "the Contract" means the contract for the supply of Goods by the Company to the Customer to which these Conditions (subject to any amendment or alteration thereto agreed in writing by the Company) apply;
(f) "Intellectual Property Right" means any patent, copyright, database right, trade secrets, know-how, trade marks, trade names and designs (whether registered or unregistered and applications for any such right) and all other intellectual property rights having similar effect in any part of the world, for the full term of such rights and any renewals or extensions thereof whether now or in the future;
(g) "Price" means the price of the Goods specified in the Contract.
(a) Unless otherwise agreed in writing between the parties, the Contract between the Company and the Customer shall be governed by these Conditions which shall apply to the Contract notwithstanding any conditions to the contrary in the Customer's conditions of trading (which so far as inconsistent with these Conditions shall not apply and shall be deemed to be waived).
(b) All quotations are submitted, all orders are accepted, and all Goods are supplied by the Company subject to these Conditions and all other conditions, warranties and representations, express or implied and statutory or otherwise, except as to title, are hereby excluded. No amendment or alteration to these Conditions shall apply unless specifically agreed to in writing by the Company.
(c) These Conditions do not affect the statutory rights of a person dealing as a consumer as defined by the Consumer Rights Act 2015 or any statutory modification of that Act. To the extent that these Conditions conflict with the statutory protections conferred upon consumers from time to time by United Kingdom legislation, these Conditions will be deemed to be varied or amended to confer such statutory protection upon consumers as so defined who are Customers and these Conditions shall be read and construed accordingly.
(d) You can contact us as follows:
North Main Street
Telephone: +44 (0)1323 573410
Website: Via our ‘Contact Us' page on our website www.unicodirect.com.
3. Our Contract with You
(a) No order made or given by the Customer to the Company shall be accepted or be deemed to have been accepted by the Company and the Contract shall not be made or be deemed to have been made until an acknowledgement of such order has been given in writing or e-mail by the Company to the Customer and the Goods have been dispatched by the Company for delivery to the Customer or, if you are collecting the Goods from the Company, when we advise you that the Goods are available for collection.
(b) If we are unable to accept your order, we will inform you of this and will not charge you for the Goods. This might be because the product is out of stock, because we have identified an error in the price or description of the Goods or because we are unable to meet a delivery deadline you have specified.
(c) We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
(d) A quotation given by the Company shall not constitute an offer. A quotation shall only be valid for the period stipulated.
4. Extra Costs
(a) Any Price quoted by the Company shall be subject to increase to cover the expenses incurred by the Company as a result of any delay arising from the Customer's instructions or lack thereof.
(b) If you are a business ordering on the basis of a price list we have provided to you, all Prices are quoted exclusive of all present or future government or local taxes of whatever nature (including, without limitation, VAT). Where applicable, such taxes shall be added to the invoice as a separate charge and shall be payable by the Customer at the time of payment of the Price.
(c) If you are ordering from our website, all Prices are quoted inclusive of VAT. Prices on our website are quoted exclusive of any other present or future government or local taxes of whatever nature, for example, any customs taxes or duties required for international delivery. Where applicable, such taxes shall be added to the invoice as a separate charge and shall be payable by the Customer at the time of payment of the Price.
(d) Unless otherwise provided for in the Contract, all loading, transport, shipment and other costs arising subsequent to delivery of the Goods shall be met by the Customer or the Customer's agent. If any such additional costs are paid by the Company they shall be invoiced additionally and/or separately from the Price of the Goods and shall be payable by the Customer in accordance with these Conditions.
5. Your rights to make changes
If you wish to make a change to the Goods you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Goods, the timing of delivery or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
(a) The costs of delivery will be as displayed to you on the “Delivery Service” page of our website www.unicodirect.com.
(b) During the order process we will let you know when we will provide the Goods to you. The Company will not cancel or reschedule delivery of the Goods at the Customer's request unless the cancellation or reschedule is requested by the Customer in writing (stating the nature and reason for this request). The Company reserves the right to refuse any such request for cancellation or reschedule.
(c) Collection by you: If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 9.00am to 5.00pm on weekdays (excluding public holidays).
(d) If you are not available to take delivery: If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery.
(e) If you do not re-arrange delivery: If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot within 30 days of the scheduled delivery date we may end the Contract and clause 15 will apply.
(f) The Company accepts no liability for failure to meet quoted delivery times which shall be treated as estimates only and any such failure shall not entitle the Customer to cancel or terminate any order or the Contract. Time shall not be of the essence in respect of quoted delivery dates or times. If our supply of the Goods is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Contract and receive a refund for any products you have paid for but not received.
(g) Any claim by the Customer in respect of the non-delivery or non-supply of the Goods must be notified in writing by the Customer to the Company not later than seven days after the receipt by the Customer of the delivery note or invoice in respect of the Goods, whichever shall be the later.
(h) Unless the Company shall otherwise agree in writing, the Company shall not be bound to deliver or supply the Goods in one lot, shipment or consignment and the Customer shall be bound to accept split deliveries or delivery or supply of the Goods by instalments.
(i) Where the Customer requests that delivery or supply of the Goods be delayed beyond the quoted delivery or supply date, then the Company shall be entitled to invoice the Customer for payment of the Goods as if the Goods had been delivered or supplied to the Customer on the quoted delivery or supply date and the Customer shall reimburse to the Company, on the demand in writing of the Company, all costs and expenses (including storage and insurance costs) incurred by the Company in connection with the Goods from the quoted delivery or supply date of the Goods to the date of actual delivery or supply thereof to the Customer or to a nominee of the Customer.
(a) Unless otherwise agreed in writing between the parties and notwithstanding any other provision of these Conditions, risk of damage to or destruction of the Goods shall pass to the Customer when the Goods are collected by the Customer or its nominee or agent or delivered to the Customer or its nominee or agent at the address you gave us.
(b) Where the Goods are stored in Scotland title in the Goods will not pass to the Customer until payment of the Price has been made in full by the Customer together with all other monies owing by the Customer to the Company. Where the Goods are to be stored at premises outwith Scotland then legal title in the Goods will not pass to the Customer until payment of the Price has been made in full by the Customer. Until such time as title in the Goods passes to the Customer:-
(i) the Customer acknowledges that he is in possession of the Goods to the order of the Company and shall hold the Goods on behalf of the Company and shall where possible keep the Goods separate from the property of the Customer and in such a way as to identify them as clearly belonging to the Company and shall take all steps to ensure that the Customer is not deemed to be the owner of the Goods. If the Goods are resold or otherwise disposed of by the Customer, the Customer will ensure that the entire proceeds of the sale are held on behalf of the Company and shall not be mixed with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as monies belonging to the Company;
(ii) the Customer shall be obliged to keep the Goods free from the rights of third parties and shall not pledge or purport to transfer title to the Goods as security; and
(iii) the Company retains the right to recover the Goods from the Customer's premises (and for this purpose may enter into the Customer's premises) at the Customer's expense.
8. Price and Payment
(a) Subject to Condition 4 hereof, the Price payable by the Customer to the Company for the Goods shall be the price specified by the Company in the price list in force at the date of your order unless we have agreed another price in writing.
(b) We take all reasonable care to ensure that the price of the product advised to you is correct. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract, refund you any sums you have paid and require the return of any Goods provided to you.
(c) Payments if you are a business. Unless otherwise provided in the Contract, payment for the Goods shall be made by the Customer to the Company thirty days from the end of the calendar month in which the Goods were delivered to the Customer or the end of the calendar month in which the Customer collected the Goods from the Company and, in either event, time of payment shall be of the essence of the Contract.
(d) Payments if you are a consumer. We accept payment by Visa, MasterCard, Maestro and Discover card or from a PayPal account. Your debit or credit card will be charged or your PayPal account will be debited (as appropriate) before we dispatch the Goods to you. If we are not able to fulfil your order for any reason and we have taken payment from you, your debit or credit card will be refunded or your PayPal account will be credited (as appropriate).
(e) Interest at the rate of two per centum per annum above the base lending rate from time to time and for the time being of HSBC plc shall be payable on any sum payable by the Customer to the Company and not paid on the due date from the due date for payment thereof until the date of actual payment thereof to the Company and that whether or not after judgement or decree. Such interest shall be calculated on the basis of the actual number of days elapsed.
(a) The descriptions, illustrations, weights and material contained in any catalogues, Price lists, brochures, leaflets or other descriptive matter prepared, issued or circulated by or on behalf of the Company or on our website represent the general nature of the items described therein but neither they nor any verbal statement shall form any part of any order or of the Contract or amount to any representation or warranty.
(b) The Goods are supplied on the basis that the Goods may differ from samples thereof seen by the Customer.
(c) The Company does not accept liability for loss or damage arising from any reliance placed upon any advice or information supplied by the Company.
(d) The Customer shall be deemed to have satisfied itself that the Goods are suitable for the Customer's purpose.
10. Our responsibility for loss or damage suffered by you if you are a consumer
(a) The following provisions of this paragraph 10 will apply to you if you are buying Goods from us as a consumer.
(b) If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
(c) Without prejudice to your statutory rights, we cannot accept liability for any failure by you to comply with specific instructions that may be stated on our website or notified to you from time to time.
(d) We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes (i) liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; (ii) for fraud or fraudulent misrepresentation; (iii) for breach of your legal rights in relation to the products; and (iv) for defective products under the Consumer Protection Act 1987.
11. Our responsibility for loss or damage suffered by you if you are a business
(a) The following provisions of this paragraph 11 will apply to you if you are buying Goods from us as a business.
(b) Nothing in these Conditions shall exclude us from liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, 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 or any other type of liability which cannot be excluded or limited by operation of law.
(c) We will not be liable to you whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profits, business or business opportunity, goodwill, anticipated savings or any special, indirect or consequential loss suffered by you that arises under or in connection with our Contract with you.
(d) Our total liability arising under or in connection with these Conditions or the Contract will not exceed the total sums paid or payable by you to us for the Goods.
12. Customer's Specification
(a) If the Customer requires the Goods to be manufactured or supplied to the Customer's design, the Customer must provide to the Company a detailed design and/or specification of the Customer's requirements when the Customer orders the Goods. The Company shall not be liable for any defect or fault in the Goods resulting from the Goods being manufactured or supplied in accordance with the Customer's design and/or specification of the Goods.
(b) The Customer shall indemnify and so free and relieve the Company from and against any claim, cost, charge or expense in respect of the infringement or breach or claimed infringement or breach of any Intellectual Property Right or other rights of a third party as a result of or caused by the manufacture or supply of the Goods by the Company in accordance with the Customer's design and/or specification.
13. Your rights to end the Contract
(a) Your rights if you end the Contract will depend on what you have bought, whether there is anything wrong with it and when you decide to end the Contract and whether you are a consumer or business customer.
(b) If what you have bought is faulty or misdescribed you may have a legal right to end the Contract.
i. If you are a consumer we are under a legal duty to supply products that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.
Summary of your key legal rights if you are a consumer
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Goods your legal rights entitle you to the following:
a) Up to 30 days: if your Goods are faulty, then you can get a refund.
b) Up to six months: if your Goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
c) Up to six years: if your Goods can be expected to last up to six years you may be entitled to repair or replacement or, if that doesn't work, some of your money back.
Summary of your key legal rights if you are a business customer
If you are a business customer we warrant that on delivery any Goods shall:
a) conform in all material respects with their description and any relevant specification; and
b) be free from material defects in design, material and workmanship.
Subject to the paragraph below, if:
a) you give us notice in writing within a reasonable time of discovery that Goods do not comply with the warranty set out in this Summary;
b) we are given a reasonable opportunity of examining such product; and
c) you return such product to us at our cost,
we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
We will not be liable for a Good's failure to comply with the warranty in this Summary if:
a) you make any further use of such product after giving us notice in writing within a reasonable time of discovery that Goods do not comply with the warranty set out in this Summary;
b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
c) the defect arises as a result of us following any drawing, design or specification supplied by you;
d) you alter or repair the Good without our written consent; or
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
Except as provided in this Summary, we shall have no liability to you in respect of a Good's failure to comply with the warranty set out in this Summary.
(c) If you want to end the Contract because of something we have done or have told you we are going to do.
i. If you are ending the Contract for a reason set out below, the Contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
1. We have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed;
2. There is a risk that supply of the Goods may be significantly delayed because of events outside our control; or
3. You have a legal right to end the Contract because of something we have done wrong.
(d) If you are a consumer and have just changed your mind about the Goods
i. Where you are a consumer, you have a legal right to change your mind within 14 days and receive a refund. You do not have a right to change your mind in respect of:
1. Products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them; or
2. Any products which become mixed inseparably with other items after their delivery.
ii. Unless one of the exceptions above applies, if you are a consumer you can cancel your order without giving any reason within 14 days from the day on which you received the Goods.
iii. All Goods must be accompanied by the original receipt and remain unopened and in a condition suitable for resale.
(e) Ending the Contract where we are not at fault and there is no right to change your mind.
i. If you do not have any other rights to end the Contract, you can still contact us before it is completed and tell us you want to end it. If you do, the Contract will end immediately and we will refund any sums paid by you for the Goods not provided, but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of you ending the Contract.
14. Returning Goods after ending the Contract
(a) If you end the Contract for any reason after Goods have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them or post them back to us at FAO RETURNS, Unico Limited, North Main Street, Carronshore, Falkirk, FK2 8HT. If you are exercising your right to change your mind you must send off the Goods within 14 days of telling us you wish to end the Contract.
(b) We will pay the costs of return if (i) the Goods are faulty or misdescribed, or (ii) if you are ending the Contract because we have told you of an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong, or (iii) you are a consumer who has had the Goods delivered to their home and the Goods are, by their nature, not capable of being returned by post. In all other circumstances you must pay the costs of return.
(c) We will refund you the price you paid for the Goods (including delivery costs if you are a consumer), by the method used for payment. However, if you are exercising your right to change your mind we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(d) We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days from the day on which we receive the Goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the Goods back to us.
(e) Please see our Returns policy page on our website www.unicodirect.com for further information on how to end the Contract with us (including if you have changed your mind).
15. Our rights to end the Contract
(a) We may end the Contract if you break it. We may end the Contract at any time by writing to you if:
(i) you do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due;
(ii) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Goods; or
(iii) you do not, within a reasonable time, allow us to deliver the Goods to you or collect them from us.
(b) You must compensate us if you break the Contract. If we end the Contract in the situations set out in clause 15(a), we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.
16. Financial Condition
(a) If the Company shall consider that the Customer's financial condition does not at any time justify the agreed terms of payment, the Company may, having given notice in writing to the Customer, cancel any unfulfilled order or the Contract unless the Customer shall forthwith make payment to the Company for the Goods already delivered or supplied by the Company to the Customer or shall make prior payment for the Goods ordered but not delivered or supplied, or both, at the Company's option.
(b) In the event that:-
(i) an administration order is made in respect of the Customer; or
(ii) a company voluntary arrangement is proposed in respect of the Customer; or
(iii) a resolution is passed or an order made for the winding up of the Customer (other than a resolution for a member's voluntary liquidation); or
(iv) a receiver or administrative receiver shall be appointed over the whole or any part of the Customer's undertaking or assets; or
(v) the Customer is unable to pay its debts (within the meaning of Section 123(1) or (2) of the Insolvency Act 1986) or shall cease or threaten to cease to pay its debts as they fall due or shall make or seek to make any composition or arrangement with its creditors; or
(vi) the Customer shall cease or threaten to cease trading; or
(vii) the Customer is subject to an interim order of the court under Section 252 of the Insolvency Act 1986;
(viii) the Customer has entered into an Individual Voluntary Arrangement with creditors; or
(ix) the Customer is unable to pay its debts or appears to have no reasonable prospect of paying its debts within the meaning of Section 268 of the Insolvency Act 1986;
(x) a bankruptcy petition, application or order has been made in respect of the Customer's estate; or
(xi) any event analogous to any of the foregoing under the laws of any jurisdiction occurs,
then, the Company may, at its option, terminate the Contract by written notice to that effect served upon the Customer. Finished and undelivered or partly manufactured Goods shall be chargeable to the Customer or may be disposed of by the Company at its option and any shortfall in Price obtained shall be chargeable to the Customer.
17. Force Majeure
The Company shall not be liable or responsible for any failure to perform in whole or in part or for any delay in performing any of its obligations under these Conditions caused by act of God, war, insurrection, government regulations, embargoes, strikes or walk-outs, illness, flood, fire, equipment breakdown or any other cause beyond the control of the Company. Should any such event occur, the Company at its option may cancel or suspend (or both) the Contract without incurring any liability whatsoever for any loss or damage thereby occasioned.
If you are a business customer and the Contract shall become impossible of performance or otherwise frustrated the Company shall be entitled to reasonable remuneration for work done until the date of such frustration.
No right, power or remedy conferred upon or reserved to the Company in these Conditions is exclusive of any other right, power or remedy in these Conditions or by law provided, permitted or conferred to or upon the Company but each such right, power or remedy shall be cumulative of every other right, power or remedy permitted or conferred to or upon the Company.
20. Data Protection
(a) We will use the personal information you provide us:
i. To supply the Goods to you;
ii. To process your payment for the Goods; and
iii. If you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving such communications at any time by contacting us.
(b) We may pass your personal information to credit reference agencies. Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
(a) Any notice, consent, confirmation or other information required or authorised by these Conditions or the Contract to be given by one party to the other may be given in writing by hand or sent by first class recorded delivery post or facsimile transmission to the other party at the address or facsimile number as may from time to time be notified in writing by such party.
(b) Notices shall be deemed given in the case of notices given by hand at the time of delivery, in the case of notices given by recorded delivery post two business days after the date of posting and in the case of notices by facsimile at the time when the facsimile machine acknowledges receipt thereof.
(c) The address for notices relating to these Conditions or the Contract, unless otherwise advised in writing, shall in the case of the Company be:-
North Main Street
Tel: 01324 573410
(a) Which laws apply to this contract and where you may bring legal proceedings if you are a consumer: These terms are governed by English law and you can bring legal proceedings in respect of the Goods in the English courts. If you are a consumer and you live in the EU, you can bring legal proceeding in respect of the Goods in the country where you live.
(b) Which laws apply to this contract and where you may bring legal proceedings if you are a business: If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
(c) The invalidity of one or more provisions of these Conditions shall not affect the remaining provisions and each party shall use their reasonable endeavors in good faith to modify these Conditions so that the intent of these Conditions can be legally carried out.
(d) Failure, delay or neglect by the Company to exercise any right contained in these Conditions will not prejudice the Company's rights to take subsequent action.
(e) This Contract is between you and us. The parties to these Conditions or the Contract do not intend that any term of these Conditions or the Contract should be enforceable pursuant to the Contract (Rights of Third Parties) Act 1999.