ADR notice: has the meaning given in clause 20.1.
Agreement: means the contact between USC and the Customer which is made up of these Terms and any documents referred to herein.
Artwork Approval Document: the document containing digital proofs of the Goods.
Business Day: a day, other than a Saturday, Sunday or public holiday in England.
CEDR: means the Centre for Effective Dispute Resolution.
Commencement Date: the date on which this Agreement comes into force.
Confidential Information: any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party including but not limited to information relating to a party's operations, processes, plans, product information, know- how, designs, trade secrets, software, market opportunities and customers.
Currency: has the meaning given in clause 9.2.
Customer: means the party which purchases the Goods from USC.
Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation and Data Controller, Data Processor, Data Subject and Personal Data shall take the meanings given to them in the Data Protection Legislation.
Delivery: completion of delivery of the Goods in accordance with clause 6. Deliver and Delivered shall be construed accordingly.
Delivery Location: the address set out in the Purchase Order, as otherwise agreed between the parties, or if no address is set out or agreed then the registered address of the Customer.
Dispute: has the meaning given in clause 20.1.
Dispute Notice: has the meaning given in clause 20.1.
Errors: has the meaning given in clause 2.5.
Expert: has the meaning given in clause 11.1.
Further Documentation: has the meaning given in clause 2.4.
Goods: the goods (or any part of them) as set out in the Purchase Order which are ordered by and supplied to the Customer.
Incoterm: means Incoterms 2010.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get- up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Loss: means charges, claims, costs, damages, demands, expenses, fees, liabilities, losses and proceedings.
Month: a calendar month.
Purchase Order: an order for Goods submitted by the Customer to USC.
Price: the price of the Goods as set out in the Sales Order, or, if no price is quoted, the price set out in USC’s published price list in force as at the Commencement Date or any other price notified by USC to the Customer in advance of the Commencement Date.
Purchase Order Date: means the date specified on the Purchase Order.
Representatives: has the meaning given in clause 15.2.
Sales Order: a document issued by USC to signify its acceptance of a Purchase Order.
Specification: any specification of the Goods as referred to in the Sales Order.
Storage Charge: means £10 + VAT per box.
Term: the term of the Agreement, from the Commencement Date until such time as the Customer has paid any and all sums due to USC under this Agreement or any other agreement between the parties.
Terms: means these terms and conditions.
USC: means the party whose details set out in the footer below.
VAT: value added tax chargeable in the UK.
Warranty Period: the period of 6 months from Delivery of such other period of time specified within the Sales Order.

1. warrants that they are accurate and up to date in all respects; and
2. acknowledges and agrees that USC may make any appropriate adjustments to Delivery and/or the Price that it deems necessary, where the Further Documentation is provided to USC after the date of issue by USC of any quotation.

1. conform to the Specification (if any);
   1. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by USC;
   2. be free from defects in design, material and workmanship and remain so for the Warranty Period; and
   3. comply with all applicable statutory and regulatory requirements.

1. provide USC with evidence of all necessary consents, permissions, approvals and licenses to enable USC to perform its obligations under this Agreement;
2. comply as soon as reasonably practicable with all such other of USC’s requests from time to time.

1. process that Personal Data only on the written instructions of the Customer unless USC is required by the Data Protection Legislation to otherwise process that Personal Data. Where USC is relying on laws of a member of the EU or EU law as the basis for processing Personal Data, it shall promptly notify the Customer of this before performing the processing required by the applicable laws unless USC is so prohibited from notifying the Customer;
   
2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
   
3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
   
4. not transfer any Personal Data outside of the EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
   (a) the Customer or USC has provided appropriate safeguards in relation to the transfer;
   (b) the Data Subject has enforceable rights and effective legal remedies;
   (c) USC complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
   (d) USC complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
   
5. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by applicable law to store the Personal Data; and
   
6. maintain complete and accurate records and information to demonstrate its compliance with this clause.
   

1. refuse to take receipt of the Goods;
   
2. claim damages; or
   
3. terminate this Agreement, subject always to clause 16, USC shall have no liability for any failure or delay in delivering the Goods to the extent that any failure or delay is caused by the Customer's failure to comply with its obligations under this Agreement.

1. notice of rejection is given to USC:
   (a) in the case of a defect that is apparent on normal visual inspection, within fourteen calendar Days of receiving the Goods;
   (b) in the case of a latent defect, within fourteen calendar Days of the latent defect having become apparent;
   (c) non-faulty goods be returned within fourteen days of receipt providing they are in an unused, saleable condition and in their original packaging. Whether returned goods are considered saleable is at the sole discretion of the company; and
   
2. none of the events listed in clause 7.3 apply.

1. the Customer makes any further use of those Goods after giving notice in accordance with clause 7.1;
   
2. the defect arises because the Customer failed to follow USC's (or any of USC’s suppliers) oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
   
3. the defect arises as a result of USC following any drawing, design or Specification;
   
4. the Customer alters or repairs those Goods without the written consent of USC;
   
5. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
   
6. the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

1. repair or replace the rejected Goods; or
2. provide an adequate level of refund (to be determined at the absolute discretion of USC) to the Customer, with no further liability to the Customer for the rejected Goods' failure to comply with clause 3.2.
   

1. keep the Goods insured (with a reputable insurance company) to their full value comprehensively against anything required by law, all usual risks of loss, damage or destruction by fire, theft or accident, to cover any third party or public liability risks and such other risks as USC may from time to time nominate and do so on USC’s behalf whereby and for the avoidance of doubt the Customer shall obtain an endorsement of USC’s interest in the Goods on its insurance policy;
   
2. use the Goods only for the purpose for which they were supplied;
   
3. store the Goods properly and separate and identifiable from all other goods in its possession so that they remain identifiable as USC’s possession;
   
4. maintain those Goods in satisfactory condition;
   
5. not sell the Goods on terms containing retention of title provisions any less stringent than those set out in this Agreement and where it does so ensure that it obtains the express permission of its customer for USC to enter onto any premises at which the Goods are located;
   
6. permit USC unobstructed access to inspect the Goods and any policy of insurance at any time; and within 1 Business Day of receipt of a request from USC, provide USC with evidence of its compliance with the obligations set out in this clause. Where the Customer fails to comply with the provisions of clause 8.3.1, USC shall be entitled to effect and maintain such insurance and recover the cost of doing so from the Customer on an indemnity basis.
   

1. the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
   
2. the Customer agrees and acknowledges (or, as the case may be shall use its best endeavors to procure) that USC may at any time:
   (a) require the Customer to deliver up all Goods; and/or
   (b) enter any premises of the Customer or of any third party without obstruction or hindrance (which for the avoidance of doubt shall permit USC to break entry into any of the Customer’s premises) where the relevant Goods are stored to recover and resell them.
   

1. the giving of any quote by USC and the date of issue of a Sales Order; or
   
2. the date of the Sales Order and the earlier of:
   (a) the date of the invoice in respect; and
   (b) Delivery,
   of the Goods the value of the US Dollar or the Euro (‘the
   Currency’) increases relative to the value of Pound Sterling by an amount no less than 5%, the Customer acknowledges that the financial viability of the Agreement for USC will have been sufficiently reduced and that USC may increase the Price by an amount equivalent to the increased value of the Currency relative to Pound Sterling. USC shall notify the Customer in writing of the Price increase accordingly.
   

1. on termination of this Agreement for any reason; or
   
2. if the Customer becomes subject to any of the events listed in clauses 16.1.4 – 16.1.6 inclusive.
   This clause is without prejudice to any right to claim for interest under the law or under this Agreement.

1. either party may apply to CEDR to discharge the Expert and to appoint a replacement Expert with the required expertise; and
   
2. this clause 11 shall apply to the new Expert as if they were the first Expert appointed.
   

1. to its employees, officers, agents, consultants or subcontractors (‘Representatives’) who need to know this information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 14.1 as though they were a party to this Agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause 14.1; and
   
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   

1. the Customer fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment;
   
2. the Customer commits a material breach of any other term of this Agreement and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do so;
   
3. the Customer repeatedly breaches any of the terms of this Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
   
4. the Customer goes into compulsory liquidation, ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, administrator or administrative receiver appointed over all or any part of its assets or undertaking, or enters into any composition or arrangement, with its creditors or makes any application for a moratorium under the terms of section 1A and Schedule A1 to the Insolvency Act 1986 as amended by the Insolvency Act 2000 or takes any similar action or suffers any other similar event or undergoes any process analogous to the foregoing in any jurisdiction throughout the world;
   
5. the Customer (being an individual) is declared bankrupt or a petition is presented for his bankruptcy or (where the Customer is a partnership) any partner is declared bankrupt or a petition is presented for his bankruptcy;
   
6. any distress is levied or threatened against any of the assets of the Customer;
   
7. the Customer being a natural person dies or becomes mentally incapable;
   
8. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.4 to clause 16.1.6 inclusive; or
   
9. the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business.
   

1. any accrued rights, remedies, obligations and liabilities of USC as at termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination; and
   
2. USC may issue an invoice in respect of any work undertaken under this Agreement for which it has not already;
   
3. the Customer shall immediately pay to USC all arrears of payments and any other sums due under the terms of the Agreement;
   
4. the Customer shall destroy or, at the request of USC, return all information and materials belonging to USC and shall not retain any copies of the same unless otherwise agreed.
   

1. either party shall give to the other written notice of the
   Dispute, setting out its nature and full particulars (‘Dispute Notice’), together with relevant supporting documents. On service of the Dispute Notice, the named contacts of each party shall attempt in good faith to resolve the Dispute;
   
2. if the named contacts of each party are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the directors of each party who shall attempt in good faith to resolve it; and
   
3. if the directors of each party are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 15 Business Days service of the Dispute Notice the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (‘ADR notice’) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than 20 Business Days after the date of the ADR notice.

1. hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
   
2. by email to any address notified to the other party in writing.
   

1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
   
2. if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
   
3. if sent by email at 9:00 am on the second Business Day after transmission.