BUYER - shall mean the corporate entity, firm, or person seeking to purchase goods from the Seller.
CONDITIONS - are the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller GOODS are the articles which the Buyer agrees to purchase from the Seller.
PRICE - is the price for the Goods, excluding VAT and any carriage, packaging, and insurance costs.
SELLER - means Universal Display Limited, and its subsidiaries Universal Banners, Signabracket UK, Correx Direct, Something Party, Stretch Graphics, Standout Balloons.
2.1 These conditions shall form the basis of a contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions. They cannot be cancelled without written agreement with the Seller.
2.3 The signature of the customer on the Seller’s Quotation shall be deemed to be conclusive evidence of the Buyer’s acceptance of these conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3 The price shall be the price quoted on the Seller’s Quotation. The price is exclusive of VAT that shall be due at the rate in force on the date of the Seller’s invoice.
3.1 The Seller reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the costs to the Company (such as without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specification for the Goods requested by the Buyer or failure of the Buyer to give the Seller adequate information or instruction.
4 Payment of the Price and VAT shall be due within 30 days of the Seller’s Invoice to the Buyers who have been granted a Credit Account in writing otherwise cash on Delivery unless otherwise agreed in writing.
4.1 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 10% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement.
4.2 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5 The quantity and description of all the Goods shall be as set out in the Seller’s Quotation.
6 The Seller warrants that the Goods will at the time of delivery or collection correspond to the description given by the Seller in the Seller’s Quotation. Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded.
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery. The signature of the customer on the Seller's invoice will be deemed to be evidence of the full satisfaction of the Customer with the Goods.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific date has been agreed, when the Goods are ready for dispatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs for doing so.
7.5 If the Buyer fails to make payment as set out in clause 4 above, the Seller reserves the right to refuse to make delivery of any subsequent orders, and the Buyer shall have no recourse against the Seller for any damages suffered as a result of such refusal to deliver.
8 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
8.1 The Buyer shall carry out a thorough inspection of the goods within 48 hours of delivery and shall give written notice to the Seller within 3 working days of delivery of the Goods any defects that a reasonable examination would have revealed.
8.2 Where the Buyer has accepted, or is deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice (including interest and costs) has been paid in full.