Terms & Conditions
U-POL LIMITED Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following words and phrases shall have the following meanings:
"Conditions" means these terms and conditions of sale.
"Contract" means a contract for the sale of Goods and Services made by or on behalf of the Supplier with a Customer.
"Customer" means a person to whom the Supplier supplies or is to supply Goods and Services pursuant to a Contract.
"Force Majeure Event" means any circumstance beyond the control of the Supplier including, but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs or other industrial disputes, accidents, riots or civil disturbances, acts of Government, lack of power and delays by suppliers or materials shortages.
"Goods" means the goods which the Supplier supplies pursuant to a Contract.
"SDS" means the relevant Safety Datasheet available from the Supplier and updated from time to time.
"Incoterms" means the Incoterms 2010 published by the International Chamber of Commerce or any amended, restated or replacement Incoterms that may be published by the International Chamber of Commerce from time to time.
"Order" means an order in writing for the Goods and Services received by the Supplier from the Customer.
"Services" means the services which the Supplier provides pursuant to a Contract.
"Supplier" means U-POL Limited a company registered in England and Wales under number 00464919 whose registered office is at 4th Floor, The Grange, 100 High Street, London, N14 6BN.
"Working Day" means any day (other than a Saturday, Sunday or public holiday) in England and Wales.
1.2 In these Conditions:
1.2.1 construction of these Conditions shall ignore the headings (all of which are for reference only); and
1.2.2 any reference to any statute or statutory provision is a reference to it as it is in force for the time being taking account of any subsequent re-enactment, extension or amending provision, and includes any subordinate legislation for the time being made under it.
1.3 These Conditions shall govern and be incorporated into every Contract, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence, Order, documentation submitted by the Customer or elsewhere or implied by custom, practice or course of dealing.
1.4 The Customer's acceptance of delivery of the Goods or performance of the Services shall (without prejudice to condition 3 or any other manner in which acceptance of these Conditions may be evidenced) constitute unqualified acceptance of these Conditions.
2. QUOTATIONS AND ACCEPTANCE
2.1 A quotation by the Supplier does not constitute an offer and the Supplier reserves the right to withdraw or revise a quotation at any time before it accepts an Order.
2.2 The Supplier's acceptance of any Order shall be effective only where such acceptance is either in writing or on the Supplier's order acceptance form and signed by an authorised representative of the Supplier.
3.1 The price of the Goods shall be stated in the Order and shall be exclusive of all taxes, duties, levies and charges.
3.2 The Supplier has a general lien on all the Customer's property in the Supplier's possession (although the Customer may have paid for it in full) in satisfaction of any amount owed by the Customer to the Supplier under any Contract, and may deal with it as it sees fit.
3.3 The Supplier may at any time prior to delivery of the Goods or performance of the Services:
3.3.1 withdraw any discount from its normal prices; and/or
3.3.2 revise prices to take account of increases in costs including, without limitation, the cost of any goods, raw materials, transport, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.
3.4 The Supplier shall (if applicable) add to the price of the Goods and Services, and the Customer shall pay, an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supplies of such Goods and Services.
4.1 The Customer shall make all payments due to the Supplier under any Contract in accordance with the terms stated on the invoice. All accounts are net and payable in the currency specified on the invoice or such other currency as the Supplier may agree in writing with the Customer from time to time in cleared funds within  days of the date of the relevant invoice.
4.2 Time of payment is of the essence of a Contract and the Supplier reserves the right to suspend the provision of Goods or Services to the Customer where any amounts are overdue under any Contract until all such amounts have been paid.
4.3 In the event where the Customer fails to pay any amount due to the Supplier under any Contract on the due date, interest shall be added to such amount at the rate of 4% over the base rate for the time being of the Suppliers' bank from time to time, such interest to accrue on a daily basis from the period from and including the date of receipt (whether before or after judgment). The Supplier shall also, at its discretion, be entitled to cancel any contract and/or suspend delivery of any Orders.
4.4 The Customer is not entitled to withhold payment of any amount due to the Supplier by way of any set-off or counterclaim.
4.5 If, in the Supplier's view, the Customer's credi