Terms & Conditions

Integrity Terms and Conditions for Sale of Goods

1. Definitions

Buyer: the person who buys or agrees to but the goods from the Seller.

Conditions: the terms and conditions of sale as set out on this document and any special terms and conditions agreed in writing by the Seller.

Goods:  the articles which the Buyer agrees to buy from the Seller.

Price: the price for the goods, excluding VAT and any carriage, packaging and insurance costs.

Seller: means Urathon Europe Limited of Thane House

2. Conditions

  • These conditions shall form the basis of the 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 of order or any other document
  • All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
  • Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
  • Any terms or conditions sought to be imposed by either party shall not be incorporated into the Contract and shall have no effect unless agreed to in writing by the other party.
  • The Seller may, as the Buyer’s agent, directly or through an intermediary ask another contractor (“Third Party Contractor”) to carry out some or all of any work which the Buyer instructs the Seller to carry out for them. The Seller shall pay the reasonable charges of Third Party Contractors on the Buyer’s behalf and recharge them to the Buyer with the Seller’s own fees.  The Seller will ensure that the Third Party Contractor fees which are recharged to the Buyer are in line with the fees the Seller will have quoted to them, had the Seller done the work themselves.  The Seller will take all reasonable care in selecting and instructing a Third Party Contractor.
  • No order shall become binding upon the Seller until it is accepted by the Seller and an order acknowledgement has been issued.
  • These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.

3. Price

The price shall be the price quoted on the Seller’s confirmation of order.  The price is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.

3.1  Variation of Prices

The Seller will endeavour to notify the Buyer in advance of price changes, but reserve the right to alter any of its prices without prior notice.  In respect of goods delivered after any such change of prices, the prices charged shall be the price current at the date of despatch of the goods by the Seller, but the Purchaser shall be entitled to return the goods provided notice of rejections in writing is given to the Seller with a returns number allocated by the Seller within 48 hours of delivery.

4. Payment

Unless the Agreement provides otherwise, the price for the Goods and/or Services shall be payable no later than date shown as due on the relevant invoice, so individual for each customer.  This time stipulated for payment shall be of the essence of the Agreement.  Failure to pay within the period specified shall entitle us to:

  • write to you upon the expiration of seven days notice, to charge you for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
  • to discontinue forthwith the provision of any further services or sale of any Goods to the Buyer, whether forming part of the same or any other contract. In such circumstances the Seller shall be under no liability in respect of or arising out of or in connection with such discontinuance and the Buyer shall be liable to the Seller for any loss suffered by reason of or in connections with such failure to pay by the Buyer.
  • to retain or take possession of the Goods or of any item belonging to the Buyer of which the Goods form part, and for the purposes thereof the Seller shall be entitled to enter upon any premises where they are stored or where they are reasonably thought to be stored.
  • to dispose of the Goods 3 months after the date of payment and utilise the proceeds of sale in extinction of any debt then due to the Seller from the Buyer.

5. Sale or Return

The Seller will not sell Goods to a Buyer on the basis of ‘sale or return’ unless a written contract between the Seller and the Buyer exists for ‘sale or return’ signed and dated by the Seller and the Buyer.

6. Goods

The quantity and description of the Goods shall be set out in the Seller’s confirmation of order.

7. Delivery

  • The Seller will deliver the Goods to the address the Buyer specifies for delivery in their order. Whether ex-works China Factory, FOB China Port, UK Base or another destination of the Buyer’s choice, it is important that this address is accurate.  The Buyer is to be precise about where they would like the Goods left if they are out when  the Seller delivers.  The Seller cannot accept any liability for any loss or damage to the Goods once they have been delivered in accordance with the Buyer’s delivery instructions (unless this is caused by the Seller’s negligence).  The Seller will aim to deliver the Goods by the date quoted for delivery but delivery times are not guaranteed.  If delivery is delayed due to any cause beyond the Seller’s reasonable control, the delivery date will be extended by a reasonable period and they will contact the Buyer to arrange an alternative time.
  • 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 to accept the Goods delivered as part performance of the Contract.

8. Acceptance of the Goods

  • The Buyer shall be deemed to have accepted the Goods (48 hours) after delivery to the Buyer.
  • The Buyer shall carry out a thorough inspection of the Goods within (48 hours) of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
  • The Buyer must obtain from the Seller a returns number before returning Goods. These terms apply to Goods damaged in transit, shortages of Goods, incorrect Goods contrary to the Buyer’s confirmed order.
  • Where the Buyer has accepted, or has been deemed to have accepted the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
  • The Buyer shall not mortgage, charge or dispose of the Goods (otherwise than by incorporating them in other Goods or reselling them in the ordinary course of his business) without the prior consent of the Seller unless the goods have been paid for in full by the

9. Risk

  • As soon as the Seller has delivered the Goods or Services to the address specified by the Buyer, the Buyer will be responsible for them and the Seller will not be liable for their loss or destruction. Therefore, the Buyer would need to take necessary steps to insure the items.  If the Buyer delays a delivery, the Seller’s responsibility for everything, other than damage due to the Seller’s negligence, will end on the date the Seller agreed to deliver them.
  • 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 for them (including interest and costs) has been paid in full.
  • Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
  • The Seller may at any time before title passes and without any liability to the Buyer:
  • repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal with them.
  • for that purpose (of determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
  • The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

10. Carriage of Goods

Carriage will be chargeable on all sales under £150.00.  This will be at the rate of £8.50 per order unless otherwise agreed.  If Goods are air freighted in at the Buyer’s request, the Seller reserves the right to pass on any costs incurred.

11. Breach of Contract by the Buyer

If the Buyer is in breach of any of these conditions all invoices for Goods supplied to the Buyer shall forthwith become due and payable, notwithstanding the terms of Clause 4 hereof shall become immediately payable therein from the date of each invoice.

12. Warranty

Any Goods or parts of the Goods sold by the Seller which are not manufactured by the Seller are sold only under such Warranty as the manufacturers of such Goods or parts of Goods given to the Seller and which the Seller is able to assign or transfer to the Buyer or to enforce without legal expense at the Buyer’s request.  The Seller itself gives no guarantee or warranty in respect of such Goods and save where the Buyer is a consumer (within the meaning of the “Unfair Trade Act 1977) all warranties conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13. Right to Cancel

  • The Seller will permit the Buyer to cancel this Agreement by sending written notice no later than 7 days after the date on which this Agreement has been signed.
  • The Seller reserves the right to cancel the Agreement between the Buyer and the Seller if:
  • the Seller has insufficient stock to deliver the Goods the Buyer has ordered
  • one or more of the Goods the Buyer ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from the Seller from their suppliers.

14. Invalidity

If any part of these terms and conditions is enforceable (including any provision in which the Seller exclude their liability to the Buyer) the enforceability of any other part of these conditions will not be affected.

15. Liability

  • Except for death or personal injury caused by the Seller’s negligent acts or omissions, the Seller shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement.
  • The Buyer will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by the Seller as a result of the Buyer’s breach or default in the discharge of their obligations.
  • In the event of the Seller losing or damaging the Buyer’s Goods, the Seller will pay for the reasonable costs of the repair or replacement (less wear or tear) of the item or provide you with a full refund if the Seller has been negligent.
  • Nothing in this Agreement shall exclude or limit the Seller’s liability for death or personal injury resulting from the Seller’s negligence or that of its employees, agents or sub-contractors.

16. Governing Law and Jurisdiction

Parties to this Agreement agree to submit to the exclusive jurisdiction of the courts of England and Wales.

17. Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.

18. Third Party Rights

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

19. Customer Services

  • To protect the Buyer’s own interests, they should please read the conditions carefully before signing them. If the Buyer is uncertain as to their rights under them or the Buyer wants any explanation about them please write or telephone to the Seller’s Customer Relations Department at the address and telephone number set out above.
  • If the Buyer is unhappy with any aspect of the Seller’s Service, please contact the Sales Department. Any complaints will be dealt with sympathetically and the Seller will work with the Buyer to reach a satisfactory conclusion.

20. Changes to Terms and Conditions of Business

The Seller reserves the right to make minor changes to this Agreement from time to time.  Any major changes will only be made with the Buyer’s agreement.

21. Data Protection

The Buyer consents to the computer storage and processing of your personal data by the Seller in connection with this Agreement and to the transmission of this data across the  Seller’s company and its business partners for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control.  If you breach this Agreement, your personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.