TERMS AND CONDITIONS

Application and entire agreement

  1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) between  Universal Coatings (UK) Ltd, a company registered in England and Wales under company number 06884828 whose registered office is at Sidings House Sidings Court, Lakeside, Doncaster, South Yorkshire, DN4 5NU (we or us or Service Provider) and to the person or entity buying the services (you or Customer).

  2. You are deemed to have accepted these Terms and Conditions from the earlier of: (i) your acceptance of our quotation; or (ii) from the date of any performance of the Services and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

  3. You acknowledge that you have not relied on any statement, promise, letter of intent or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

Interpretation

  1. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

  3. Words imparting the singular number shall include the plural and vice-versa.

 

Services

  1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We may make changes to the Services as necessary to comply with any applicable law or safety requirement (Changes), and we will notify you if this is necessary. We shall use reasonable endeavours to ensure that Changes are kept to a minimum, and that the Changes will not substantially affect the delivery of the Services to you.

  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations. We shall not be liable to you for any delays outside of our control or caused by you.

  3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

 

Your obligations

  1. You will

    1. obtain any permissions, consents, licences or otherwise that we need to perform the Services;

    2. give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services in a timely manner;

    3. ensure the safety our of personnel whilst attending your property to perform the Services; and

    4. pay the Fees due and owing under this Contract as set out in any quotation and on the dates specified.

  2. If you do not comply with clause 10, we can terminate the Services immediately and charge any Fees incurred up to the date of termination.

  3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with clauses 10 and 11.

 

Fees

  1. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.

  2. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.

  3. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable  hourly  rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

  4. The Fees are  exclusive  of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

  5. If any Fees due under this Contract are not paid by the date agreed between the parties in the quotation (Due Date), then, without prejudice to our other rights under this Agreement, interest shall become payable on the overdue Fees from the Due Date until payment is made in full, whether before or after judgement, at a rate of 8% above Barclays Bank plc’s base rate as set from time to time.

 

Cancellation and amendment

  1. We may withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of  60 days  from the date specified on the quotation.

  2. If you want to amend the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to accommodate any required changes, and any additional costs will be communicated to you and included in the Fees invoiced to you for the Services. If we are unable accept the changes, or you do not agree to pay the additional costs arising as a result of the changes, we shall be entitled to terminate this Contract immediately and will invoice you any Fees due and owing up to the date of termination.

  3. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

 

Payment

  1. We will invoice you for payment of the Fees either:

    1. when we have completed the Services; or

    2. on the dates set out in the quotation.

  2. You must pay the Fees due within 30  days  of the date of our invoice unless agreed in writing otherwise.

  3. Time for payment shall be of the essence of this Agreement.

  4. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

  5. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

  6. Receipts for payment will be issued by us only at your request.

  7. All payments must be made in British Pounds unless otherwise agreed in writing between us.

 

Sub-Contracting and assignment

  1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

  2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

 

Termination

31.                     We can terminate the provision of the Services immediately if you:

  1. commit a material breach of your obligations under these Terms and Conditions; or

  2. fail to make pay any amount due under the Contract on the Due Date; or

  3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

  4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

  5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

 

Intellectual property

32.  We reserve all copyright and any other intellectual property rights which may subsist in any goods or services supplied to you. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

 

Liability and indemnity

  1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

  2. The total amount of our liability is limited to the total amount of Fees actually paid by you under the Contract.

  3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

    1. any indirect, special or consequential loss, damage, costs, or expenses or;

    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

    4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

  4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

  5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

 

Data Protection

  1. When supplying the Services to the Customer, we may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

  2. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and we shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

  3. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

  4. We shall only Process Personal Data to the extent reasonably required to enable it to supply the

Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain

any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for our own or for any third party's purposes.

  1. We shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

  2. We shall implement and maintain technical and organisational security measures as required to protect Personal Data Processed by us on behalf of the Customer.

  3. Further information about our approach to data protection is specified in our Data Protection Policy, which can be found with quotations and invoices. For any enquiries or complaints regarding data privacy, you can email: info@universalcoatingsuk.com.

 

Circumstances beyond a party's control

45.  We shall not be liable to you for any failure or delay in performing our obligations under this Contract where such failure or delay results from a cause that is beyond our reasonable control. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or pandemic.. If the delay continues for a period of 90 days, we may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (by a duly authorised officer of that party).

  2. Notices shall be deemed to have been duly given:

    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

    3. on the fifth business day following mailing, if mailed by national ordinary mail; or

    4. on the tenth business day following mailing, if mailed by airmail.

  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

 

No waiver

49.  No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

 

Severance

50.  If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

 

Law and jurisdiction

51.  This Contract shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Contract(including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

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