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1.1 All quotations and offers are made and Orders are accepted subject to and shall be deemed to incorporate these Conditions and they shall apply to all Contracts to the exclusion of any other terms and conditions including those terms and conditions (if any) which the Customer purports to apply under any Order. Variations to the terms of any Contract will only be effective if agreed in writing and signed by a duly authorised officer of Ultraframe.
1.2 Quotations issued by Ultraframe shall be valid for 30 days from the date of issue. Quotations constitute an invitation to treat and are not an offer by Ultraframe to sell or supply the Works (referred to in such quotation) to the Customer.
1.3 All Orders shall be deemed to be an offer by the Customer to purchase the Works from Ultraframe. Where an Order relates to a quotation provided by Ultraframe, the Customer must include the quotation number on such Order.
1.4 An Order shall only be accepted by Ultraframe upon the earlier of:
1.4.1 Ultraframe issuing a written acceptance of such Order (each such written acceptance being an “Order Acceptance”); or
1.4.2 Delivery of the Goods and/or performance of the Services which are the subject of the Order.
1.5 In respect of an Order, a Contract shall and shall only be formed after it has been accepted in accordance with Condition 1.4.
1.6 Ultraframe may, at any time:
1.6.1 vary the design, finish or Specification of the Goods and/or their packaging;
1.6.2 substitute any materials or parts which are used in Goods and which are unavailable for any reason with alternative materials or parts; and/or
1.6.3 vary the design or Specification of the Services, to the extent that: (a) this does not materially affect their quality or performance; and/or (b) this is necessary to comply with any health and safety or any other applicable law to regulation.
1.7 The Contract is not a contract for sale of goods by description nor is it a sale of goods by sample. All samples, drawings, and other descriptive and/or illustrative matter, Specifications and advertising, whether in catalogues, brochures, websites, social media channels, other promotional material or otherwise, that are issued by or on behalf of Ultraframe is solely aimed at giving an approximate idea of the Goods and/or Services described in them, and do not form part of the Contract.
1.8 Ultraframe may refuse, delay or accept in part only any order for Work if there are reasonable technical or commercial grounds for so doing.
1.9 Any Order accepted by Ultraframe may only be cancelled by the Customer with the prior written consent of Ultraframe and on terms that the Customer shall indemnify Ultraframe in full against all Losses (including loss of profit) incurred (directly or indirectly) by Ultraframe as a result of such cancellation.
2.1 Times or dates named or accepted by Ultraframe for delivery are given in good faith but are an estimate only. Time of delivery of Goods or provision of Services shall not be of the essence. Subject to Condition 9.1, Ultraframe shall not be liable for any Losses (including loss of profit) caused, directly or indirectly, by any failure by Ultraframe (for any reason) to meet the delivery time/dates stated/agreed (even if caused by Ultraframe’s own negligence), further, the Customer shall have no right to cancel the Contract in the event of such a failure.
2.2 Services will be provided as stated in Ultraframe’s acknowledgement of order or, if one is not issued, as agreed, in writing, by Ultraframe.
2.3 Goods may be delivered by Ultraframe to the Customer by any of the following means:
2.3.1 the Goods being shipped to a location specified in Ultraframe’s acknowledgement of order as the place where the Goods are to be shipped to;
2.3.2 if Ultraframe does not issue an acknowledgement of order or if Ultraframe issues an acknowledgement of order but Ultraframe’s acknowledgement of order does not state a place for Good to be shipped to, at such place as is agreed by Ultraframe, or
2.3.3 if neither of Conditions 2.4.1 or 2.4.2 apply, when the Goods are made available for collection at Ultraframe’s premises and Ultraframe gives notice of such availability, and for the purposes of Delivery in accordance with Conditions 2.4.1 or 2.4.2, the placing of the Goods into the custody of a carrier for the purpose of transmission to the Customer shall be deemed to be Delivery for the purposes of the Contract (and Section 32(2) of the Sale of Goods Act 1979 shall not apply).
2.4 For the purpose of the Contract, Goods will be “Delivered” and “Delivery” of Goods shall be deemed to take place when:
2.4.1 if Ultraframe issues an acknowledgement of order and such acknowledgement of order sets out a place for the Goods to be shipped to, immediately prior to the unloading of the Goods from the transport vehicle at the place where the Goods are to be shipped to as set out in such acknowledgement of order;
2.4.2 if Ultraframe does not issue an acknowledgement of order or if Ultraframe issues an acknowledgement of order but it does not state a place for the Goods to be shipped to, immediately prior to the unloading of the Goods from the transport vehicle at such place (other than Ultraframe’s premises) as is nominated by Ultraframe (acting reasonably); or
2.4.3 if neither of Conditions 2.4.1 or 2.4.2 apply, at the time when the Goods are made available for collection at Ultraframe’s premises and Ultraframe gives notice of such availability (and, for the avoidance of doubt, in these circumstances Delivery will occur prior to the loading of the Goods onto the transport vehicle at Ultraframe’s premises), and for the purposes of Delivery in accordance with Conditions 2.4.1 or 2.4.2, the placing of the Goods into the custody of a carrier for the purpose of transmission to the Customer shall be deemed to be Delivery for the purposes of the Contract (and Section 32(2) of the Sale of Goods Act 1979 shall not apply).
2.5 Where Delivery occurs as a result of shipment of the Goods to the Customer, the Customer shall be responsible for unloading of the Goods from the transport vehicle and where Delivery occurs as a result of the collection of the Goods by the Customer from Ultraframe’s facility, the Customer shall be responsible for loading of the Goods onto the transport vehicle.
2.6 The Customer shall be deemed to have accepted the Goods upon Delivery.
2.7 Where Delivery occurs:
2.7.1 otherwise than as a result of the collection of the Goods by the Customer from Ultraframe’s facility, Ultraframe shall, at the cost of the Customer, make such arrangements for carriage of the Goods and their insurance during carriage as Ultraframe thinks appropriate and the Customer shall indemnify Ultraframe against all costs and/or expenses that Ultraframe incurs in arranging for carriage and insurance of the Goods (including. without limit, export and/or import duties and costs of packaging, loading and/or unloading), such costs and/or expense to be paid by the Customer when it is due to pay for the Work.
2.7.2 as a result of the collection of the Goods by the Customer from Ultraframe’s facility, the Customer shall, at its own cost, make such arrangements for shipment of the Goods and their insurance during carriage as the Customer thinks appropriate.
2.8 Ultraframe may (in its absolute discretion) deliver Goods in instalments and perform Services in sections and each instalment or, as the case may be, section, will be treated as a separate Contract for the purposes of this Conditions and as such, for example, Ultraframe will be entitled to invoice the price of the Goods making up each instalments or, as the case may be, the price of the Services making up each section, separately in accordance with Condition 6. As each instalment of Goods or, as the case may be, section of Services will be a separate Contract for the purposes of this Conditions, no cancellation or termination of any one instalment or, as the case may be, section will give the Customer the right to cancel or terminate any other instalment or, as the case may be, section. However, if the Customer fails to pay for any such instalment or section, the deliveries of further instalments of the Goods or, as the case may be, performance of further sections of Services (in each case which are subject to the same Order) may be withheld until all amounts due in respect in earlier instalments and/or sections have been paid for in full. Default by Ultraframe, howsoever caused, in respect of one or more instalments shall not entitle the Customer to terminate the relevant Contract as a whole.
2.9 Goods will be packed so as to adequately protect against damage in normal conditions of transit of usual duration.
2.10 If Delivery occurs but either (1) the Customer fails or refuses to take custody of or does not collect any Goods when they are ready for delivery in accordance with the relevant Order or (2) Ultraframe agrees (at its sole discretion) to postpone delivery of the Goods at the request of the Customer then (without prejudice to its other rights):
2.10.1 Ultraframe may store or arrange for storage of such Goods and charge the Customer for all related costs and expenses (including storage and insurance); and
2.10.2 Ultraframe, at the costs and expense of the Customer, may, from the date 28 days following such failure or refusal to accept delivery, sell such Goods to a third party purchaser and if the monies received by Ultraframe from such third-party purchaser in respect of such sale:
2.10.2.1 is greater than all of the amounts owed by the Customer to Ultraframe in respect of such Goods, account to the Customer for the excess; or
2.10.2.2 is less than all of the amounts owed by the Customer to Ultraframe in respect of such Goods, charge the Customer for such shortfall.
2.11 If Ultraframe agrees to permit the Customer to collect the Goods from Ultraframe’s place of business then delivery shall be deemed to take place when Ultraframe notifies the Customer that the Goods are ready for collection and unless otherwise agreed in writing by Ultraframe, it is a condition of the Contract that the Customer will collect the Goods within 7 days of such notice.
2.12 The quantities of any consignment of Goods recorded by Ultraframe upon collection or dispatch shall be conclusive evidence of the quantity received by the Customer on delivery unless contrary evidence is provided by the Customer.
2.13 Upon delivery to the Customer, all Goods should be examined. Ultraframe shall not be liable for any shortages in, or non-delivery of, Goods unless the same is notified by the Customer to Ultraframe (together with all specific details) in writing within 2 Business Days of the actual or anticipated date of delivery (as relevant). Subject to such notice being provided Ultraframe shall, if it is satisfied that any Goods have not been delivered and the cause thereof being beyond the reasonable control of Ultraframe, at its sole discretion, either arrange for delivery as soon as reasonably possible or give credit to the Customer for such Goods.
2.14 Some of Ultraframe’s product is delivered in metal stillages which can be left at the Customer’s premises. The reason for use of stillages is to protect goods from damage in an easily stored container which can be re-used as totally recyclable packaging. To this end, it is imperative that all stillages are accounted for and therefore the following conditions will apply:
2.14.1 All stillages provided will be counted out on despatch to the Customer and in, on return to Ultraframe. A summary of stillage movement including rolling balance is held on Ultraframe’s database
2.14.2 The Customer will be responsible for the safe storage, avoidance of damage and return of such within a maximum period of 4 weeks
2.14.3 Should the stillages not be returned or found to be seriously damaged then the Customer will be liable for the full cost of replacement, such replacement cost to be determined using a base cost of £300 in May 2024 and applying an increase on such base costs equal to the increase in the Retail Price Index (as published from time to time by the Office of National Statistics, or any successor body) from such month to the month preceding the month of payment of such replacement cost by the Customer
2.14.4 The Customer will allow Ultraframe unhindered access by one of its employees or nominated third party to check the number of stillages held at the Customer’s premises
2.14.5 No stillages should leave the premises of the Customer or be sent to any third party without the expressed written permission of Ultraframe
2.14.6 Any stillages received by the Customer in a poor state of repair should be notified to Ultraframe immediately upon receipt
In the event that Ultraframe is prevented or delayed in or from carrying out its obligations under the Contract as a result of any cause beyond its control such as but not limited to: acts of God; governmental intervention or restriction, import or export regulations; war; riots; strikes or trade disputes (including by and with Ultraframe’s own employees), power failure; inadequate performance of, Failure of or incorrect processing by computer systems; fire; flood; default of suppliers or sub-contractors, or breakdown of plant, machinery or vehicles then Ultraframe shall be relieved of its obligations and liabilities under the Contract for as long as such fulfilment is prevented.
4.1 Risk of damage to or loss of the Goods shall pass to the Customer upon delivery. Section 20(2) Sale of Goods Act 1979 shall not apply.
4.2 Title of the Goods (both legal and equitable) shall remain with Ultraframe until full payment with cleared funds of all monies due from the Customer to Ultraframe under all contacts between Ultraframe and the Customer has been made, or title is properly vested in some other person by the operation of any statute.
4.3 Until title of the Goods passes, the Customer shall hold the Goods on a fiduciary basis as Ultraframe’s bailee and must:
4.3.1 Store the Goods (at no cost to Ultraframe) such that they are easily identifiable as the property of Ultraframe and must not destroy or deface any identifying marks on the Goods or their packaging; and
4.3.2 Keep the Goods insured on Ultraframe’s behalf for the full price of the Goods against ‘all risks’ to the reasonable satisfaction of Ultraframe and produce the policy of insurance to Ultraframe upon request and must hold all proceeds of such insurance on trust for Ultraframe and shall not mingle them with any other money nor pay the proceeds into an overdrawn bank account
4.4 Until title to the Goods passes, the Customer may not re-sell any of the Goods except as expressly permitted by Ultraframe. Where such permission is given and has not been withdrawn or return of Goods demanded, the Customer (acting on its own account and not as agent of Ultraframe) may resell such Goods in the ordinary course of trading (notwithstanding that the title in the Goods has not then passed). On the occurrence of an Insolvency Event any permission given here shall be automatically cancelled and the Customer and/or any insolvency practitioner acting on the Customers behalf, shall automatically and without further notice from Ultraframe, be obliged to return of Goods to Ultraframe.
4.5 If before title to the Goods passes to the Customer, the Customer defaults in payment of any sum owing to Ultraframe, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Ultraframe may have, Ultraframe may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, Ultraframe, and/or its representatives, may enter any premises of the Customer or of any third party where the Goods are stored, in order to recover them.
4.6 For the avoidance of doubt, in the case of recovery of the Goods pursuant to Condition 4.5, the Customer shall be liable to Ultraframe for all costs and expenses incurred by Ultraframe in relation to it retaking the possession of any Goods delivered up by the Customer in accordance with Condition 4.5 and/or, as the case may be, recovering Goods in accordance with Condition 4.5.
4.7 The Customer agrees that Ultraframe has the right to inspect and, acting reasonably, re-value any Goods recovered pursuant to Condition 4.5, such re-valuation taking into account the condition and re-sale value of such Goods and that such re-valuation may include a reduction of the price originally invoiced and dependent on the condition and re-sale value of such Goods, may result in the Goods being re-valued at a £nil value. The satisfaction of any debt due from the Customer to Ultraframe by the return or recovery of the Goods shall be calculated on this basis.
5.1 Unless fixed prices have been agreed in writing by Ultraframe (and notwithstanding any quotation or price list or acknowledgement of order issued by Ultraframe) all prices are subject to alternation without notice and will be invoiced at the price ruling at the date of despatch of Goods or performance of Services.
5.2 Unless otherwise agreed in writing by Ultraframe prices set out in any of Ultraframe’s price lists, quotations and acknowledgement of order are exclusive of any value added, purchase or other taxes and any costs of carriage, package and insurance. Such taxes and costs shall be payable in addition to the price when the price is due.
6.1 Ultraframe may invoice the Customer for the Goods and/or the Services at any time after delivery of the Goods and/or performance of the Services and Goods delivered in instalments and Services performed in sections may be invoiced separately.
6.2 Ultraframe may (in its absolute discretion) grant to the Customer a credit account facility, in which case the Customer shall pay the Contract price within 14 days of the date of supply, unless otherwise agreed in writing. The terms of such credit account facility shall be as notified by Ultraframe to the Customer from time to time. Such credit account facility may be withdrawn by Ultraframe (in its sole discretion) at any time without notice with immediate effect and upon such withdrawal all amounts due or accruing to Ultraframe (under the Contract or otherwise) shall become immediately payable notwithstanding any other Condition.
6.3 Customers who have not been granted a credit account facility shall pay the Contract price at the same time as placing an Order.
6.4 Payment shall only be deemed received by Ultraframe from the Customer upon receipt by Ultraframe of cleared funds. Payment shall be made in full without any deduction, set off or abatement on any grounds. Ultraframe may appropriate any payment made by the Customer to any outstanding invoice. Ultraframe may bring an action for the price of the Goods even though the property in them may not have passed to the Customer.
6.5 Time for payment of the Contract price and all other amounts due to Ultraframe under these Conditions or otherwise in respect of the Works, including, without limit, any costs or charges payable pursuant to Condition 2.7, shall be of the essence (such Contract price together with all other such amounts due being referred to as the “Amounts Due”).
6.6 Interest shall be payable on any overdue amounts of the Amounts Due (before as well as after judgment) until all of the Amounts Due are paid in full. Interest shall be charged at the higher of: (1) 8 percentage points per annum, (2) 8 percentage points above the Bank of England base rate in force from time to time and (3) the amount which would be payable under applicable law and regulations (including pursuant to Late Payment of Commercial Debts (Interest) Act 1998) had a rate of not been agreed in these Conditions. Such interest shall be calculated and accrue on a daily basis from the due date until the date of actual receipt by Ultraframe and shall be compounded Quarterly.
6.7 If: (a) the Customer fails to make any payment due to Ultraframe in respect of any or all of the Amounts Due on or before the due date for such Amounts Due or (b) there is a Reduction in the Customer’s Financial Standing and Ultraframe gives written notice of such Reduction in the Customer’s Financial Standing to the Customer, Ultraframe will be entitled to issue invoices prior to any Goods being Delivered or Services provided and Ultraframe will not be required to Deliver such Goods or provide such Services until the each such invoice has been paid in full.
6.8 If the Customer fails to make any payment due to Ultraframe in respect of any or all of the Amounts Due on or before the due date for such Amounts Due, the Customer shall indemnify and on demand keep Ultraframe indemnified and held harmless against any and all fees, costs and expenses (including legal and other professional fees and expenses and any and all court fees) incurred by Ultraframe in seeking recovery of such Amounts Due and the Customer shall pay such the amounts of all such fees, costs and expenses to Ultraframe when written demand for such payment is made by Ultraframe.
6.9 If the Customer fails to make any payment due to Ultraframe (under the Contract or otherwise) on or before the due date for such payment or, if earlier, on the occurrence of an Insolvency Event, all invoices issued will immediately become due and payable.
6.10 Save as otherwise expressly provided in these Conditions or required by law, all payments to be made by the Customer to Ultraframe under the Contract will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.
7.1 Application of this Condition 7
7.1.1 Without prejudice to any of the other provisions of these Conditions, the provisions of this Condition 7 shall apply to all Construction Base Supply Contracts, the Construction Bases supplied pursuant to any such Construction Base Supply Contract and the Ground Screws or, as the case may be, the Concrete Pads upon which any such Construction Base will be installed, secured and levelled.
7.1.2 When the Customer submits a Request for Quotation in respect of a Construction Base, the Customer shall specify whether the Foundation Solution for such Construction Base will be Ground Screws or Concrete Pads.
7.1.3 Pursuant to this Condition 7, the Customer will accept certain liabilities, including in respect of the specification, supply and installation of the Foundation Solution (whether Ground Screws or, as the case may be, Concrete Pads) that are used in relation to a Construction Base supplied by Ultraframe. Whilst the Customer will remain liable for such matters, the Customer may elect to off-set some or all of those liabilities by securing guarantees or indemnities from the relevant supplier/installer of such Foundation Solution, third party insurance or otherwise.
7.2 Construction Base Specification, where the Foundation Solution is Ground Screws
7.2.1 This Condition 7.2 shall only apply to Construction Bases where the Customer has specified that the Foundation Solution is to be Ground Screws (each a “Ground Screw Construction Base”).
7.2.2 Following receipt by Ultraframe of a Request for Quotation for the supply of a Ground Screw Construction Base:
7.2.2.1 Ultraframe will provide to the Customer:
(a) the maximum line load on any load bearing beam forming part of such Ground Screw Construction Base; and
(b) in respect of the location of any individual Ground Screw on such Ground Screw Construction Base, the maximum distance from that location to the location of the closest other Ground Screw on such Ground Screw Construction Base,
(together the “Ground Screw Construction Base Loadings and Spacing”).
7.2.2.2 Ultraframe may also provide an estimate of the number of Ground Screws required to be installed in respect of such Ground Screw Construction Base (such estimate commonly being provided in the form of the Indicative Ground Screw Plan (see Condition 7.2.5)) and based on such estimated number of Ground Screws, the resultant estimate of the maximum pile loads for each such Ground Screw.
7.2.3 In respect of a Ground Screw Construction Base, the Ground Screw Construction Base Loadings and Spacings will be calculated by Ultraframe in accordance with Eurocodes, including a domestic floor loading of 1.5kN/m2 based on the location postcode provided by the Customer (the “Assumed Loadings”). The Customer must notify Ultraframe in writing, at the time that the Request for Quotation for such Ground Screw Construction Base is made, if such Ground Screw Construction Base will be subject to any loadings greater than the Assumed Loadings. If the Construction Base will be subject to any such greater loadings, Ultraframe will not be liable and the Customer waives and releases Ultraframe any liability for: (i) the accuracy of the Ground Screw Construction Base Loadings and Spacings provided by Ultraframe pursuant to Condition 7.2.2.1, and/or (ii) any defect in the Ground Screw Construction Base or Construction Base Works installed on such Ground Screw Construction Base.
7.2.4 In respect of each Ground Screw Construction Base, the Customer shall be responsible for:
7.2.4.1 ensuring the ground at the Site is suitable for using Ground Screws as the Foundation Solution for a Ground Screw Construction Base;
7.2.4.2 transferring and using the Ground Screw Construction Base Loadings and Spacing, the specific conditions and ground conditions at the Site, to calculate and all other factors affecting the Ground Screw Construction Base to determine the number of Ground Screws required for such Ground Screw Construction Base and the placement of such Ground Screws in relation to the Ground Screw Construction Base;
7.2.4.3 ensuring that the Ground Screws will support and comply with the Ground Screw Construction Base Loadings and Spacing for all uses of such Ground Screw Construction Base, including, the installation, securing and levelling of such Ground Screw Construction Base and the installation and use of the Construction Base Works to be carried out or installed on such Ground Screw Construction Base; and
7.2.4.4 where the Ground Screw Construction Base will be installed adjacent to an existing building, ensuring that there is a Ground Screw within 1 metre of the building on at least 2 edge beams forming part of such Ground Screw Construction Base will be installed in respect of, and, for the avoidance of doubt, the Customer may use its own discretion on the placement, depth and number of Ground Screws to be used in respect of such Ground Screw Construction Base, but the Customer must ensure that Ground Screw Construction Base Loadings and Spacings are not exceeded.
7.2.5 In respect of each Ground Screw Construction Base that is subject to a Request for Quotation, Ultraframe will produce the Construction Base Specification for such Ground Screw Construction Base, such Construction Base Specification being made up of the Generic Specification (generally applicable to Construction Bases of the type of such Ground Screw Construction Base) and the Bespoke Specification (applicable only to such Ground Screw Construction Base). The Bespoke Specification for such Ground Screw Construction Base may include a Foundation Plan in the form of a Ground Screw Plan (the “Indicative Ground Screw Plan”). Any such Indicative Ground Screw Plan will be produced by Ultraframe based on the estimates referred to in Condition 7.2.2.2 but with no information relating to the Site at which the Ground Screw Construction Base will be installed and without knowledge of the use to which the Ground Screw Construction Base will be put and/or the actual loads that will be applied to the Ground Screws. As such the Indicative Ground Screw Plan will merely set out Ultraframe’s estimate for the number and location (in relation to such Ground Screw Construction Base) of the Ground Screws upon which such Ground Screw Construction Base will be installed, secured and levelled and the Customer must not rely upon the Indicative Ground Screw Plan in any way or for any purpose. The Customer is liable for producing the Ground Screw Plan for any such Ground Screw Construction Base and ensuring that any such Ground Screw Plan will comply with the requirements of Condition 7.2.6.
7.2.6 Ultraframe shall provide the Bespoke Specification for such Ground Screw Construction Base to the Customer and give the Customer access to Generic Specification for such Ground Screw Construction Base. The Customer shall take all reasonable steps to acquire a copy of the Construction Base Specification and forthwith on receipt of the Bespoke Specification for such Ground Screw Construction Base, the Customer shall carefully and diligently review the whole of the Construction Base Specification for such Ground Screw Construction Base and promptly notify Ultraframe of any errors or omissions in such Construction Base Specification that would, be reasonably apparent to a person competent in the specification and installation of Constructions Bases. In respect of the Ground Screw Plan (and, if applicable, notwithstanding any production of an Indicative Ground Screw Plan provided by Ultraframe), the Customer shall ensure that:
7.2.6.1 the number and location of the Ground Screws as set out in the Ground Screw Plan, will be sufficient in all respects for the particular Ground Screw Construction Base to be properly installed, secured and levelled on such Ground Screws and for the installation and use of the Constructions Works on such Ground Screws;
7.2.6.2 the Ground Screws will comply with the Ground Screw Construction Base Loadings and Spacings; and
7.2.6.3 such Ground Screws, if installed in accordance with such Ground Screw Plan, can be properly installed without causing damage or interference to the Customer’s or any third party’s property, hitting or interfering with any utilities, services or other obstacles or obstructions or causing a nuisance to any third parties.
7.2.7 Where, following receipt of the Bespoke Specification in accordance with Condition 7.2.6, the Customer decides that any amendments are necessary to the Construction Base Specification or otherwise in relation to the Ground Screws:
7.2.7.1 the Customer must immediately inform Ultraframe of such decision and provide all information required by Ultraframe to enable Ultraframe to re-design the Ground Screw Construction Base to be used in relation to such Ground Screws to facilitate such amendments;
7.2.7.2 Ultraframe shall use its reasonable endeavours to re-design such Ground Screw Construction Base to facilitate such amendments;
7.2.7.3 the Customer shall be liable to Ultraframe for all of Ultraframe’s Losses incurred in it facilitating or attempting to facilitate any such amendments and the Customer hereby indemnifies and agrees to keep Ultraframe indemnified, on demand, from and against all such Losses; and
7.2.7.4 the Customer’s obligations, as set out in this Condition 7, shall apply to the Ground Screws as amended in accordance with this Condition 7.2.7.
7.3 Construction Base Specification, where the Foundation Solution is Concrete Pads
7.3.1 This Condition 7.3 shall only apply to Construction Bases where the Customer has specified that the Foundation Solution is to be Concrete Pads (each a “Concrete Pad Construction Base”).
7.3.2 Following receipt by Ultraframe of a Request for Quotation for the supply of a Concrete Pad Construction Base, Ultraframe will provide an estimate of the number of Concrete Pads required to be installed in respect of such Concrete Pad Construction Base (such estimate commonly being provided in the form of the Initial Concrete Pad Plan (see Condition 7.3.5)) and based on such estimated number of Concrete Pads, the resultant estimate of the maximum pile loads for each such Concrete Pad.
7.3.3 The Customer must ensure that each of the Concrete Pads will meet the requirement for all applicable laws and regulations, including Building Regulations, from time to time in force.
7.3.4 In respect of each Concrete Pad Construction Base, the Customer shall be responsible for:
7.3.4.1 ensuring the ground at the Site is suitable for using Concrete Pads as the Foundation Solution for a Concrete Pad Construction Base;
7.3.4.2 determining the actual loadings that will be applied to each Concrete Pad as a result of the installation of such Concrete Pad Construction Base and the installation and use of the Construction Works on such Concrete Pad Construction Base and using the Customer’s knowledge of the Site and the ground conditions at the Site, to calculate and otherwise determine the number of Concrete Pads required for such Concrete Pad Construction Base and the placement of such Concrete Pads in relation to the Concrete Pad Construction Base; and
7.3.4.3 ensuring that the Concrete Pads will support the loadings referred to in Condition 7.3.4.2 for all uses of such Concrete Pad Construction Base including the installation, securing and levelling of such Concrete Pad Construction Base and the installation and use of the Construction Base Works to be carried out or installed on such Concrete Pad Construction Base, for the avoidance of doubt, the Customer may use its own discretion on the placement, depth and number of Concrete Pads to be used in respect of such Concrete Pad Construction Base, but the Customer must ensure that the Concrete Pads are sufficient in number and quality to bear the loads that will be applied to them and for ensuring that such Concrete Pads when located in relation to the such Concrete Pad Construction Base can be installed at the Site without causing damage to any third party’s property.
7.3.5 In respect of each Concrete Pad Construction Base that is subject to a Request for Quotation, Ultraframe will produce the Construction Base Specification for such Concrete Pad Construction Base, such Construction Base Specification being made up of the Generic Specification (generally applicable to Construction Bases of the type of such Concrete Pad Construction Base) and the Bespoke Specification (applicable only to such Concrete Pad Construction Base). The Bespoke Specification for such Concrete Pad Construction Base will include a Foundation Plan in the form of a Concrete Pad Plan. Such Concrete Pad Plan will be based on the estimates referred to in Condition 7.3.2, and will set out Ultraframe’s estimate for the number and location (in relation to such Concrete Pad Construction Base) of the Concrete Pads upon which such Concrete Pad Construction Base will be installed, secured and levelled (such proposal being the “Initial Concrete Pad Plan”).
7.3.6 Ultraframe shall provide the Bespoke Specification for such Concrete Pad Construction Base (including the Initial Concrete Pad Plan) to the Customer and give the Customer access to Generic Specification for such Concrete Pad Construction Base. The Customer shall take all reasonable steps to acquire a copy of the Construction Base Specification (including the Initial Concrete Pad Plan) and:
7.3.6.1 forthwith on receipt of the Bespoke Specification for such Concrete Pad Construction Base, the Customer shall carefully and diligently review the whole of the Construction Base Specification for such Concrete Pad Construction Base, including, the Concrete Pad Plan provided by Ultraframe in respect of such Concrete Pad Construction Base;
7.3.6.2 promptly upon reviewing such Construction Base Specification and in any event, no later than 2 Business Days following the service of the Initial Concrete Pad Plan on the Customer, the Customer will notify Ultraframe, in writing, of any defects or errors in and/or amendments and corrections that are required to be made to the Initial Concrete Pad Plan to ensure that, if Concrete Pads were installed in accordance with such amended Initial Concrete Pad Plan :
(a) the Customer will, or as the case may be, will be able, to comply with its obligations set out in this Condition 7; and
(b) such Concrete Pads will be capable of being properly installed, including being installed in accordance with this Condition 7, including Condition 7.3.7, and for the purposes of these Conditions, the phrase “Foundation Plan” or “Concrete Pad Plan” shall mean the Initial Concrete Pad Plan subject to and incorporating the amendments and corrections (if any) notified by the Customer to Ultraframe in accordance with this Condition 7.3.6.
7.3.7 In respect of the Concrete Pad Plan (and notwithstanding the production of an Initial Concrete Pad Plan by Ultraframe), notwithstanding that Ultraframe will produce the Initial Concrete Pad Plan, the Customer shall ensure that:
7.3.7.1 the number and location of the Concrete Pads as set out in the Concrete Pad Plan, will be sufficient in all respects for the particular Concrete Pad Construction Base to be properly installed, secured and levelled on such Concrete Pads and for the installation and use of the Constructions Works on such Concrete Pads; and
7.3.7.2 such Concrete Pads, if installed in accordance with such Concrete Pad Plan, can be properly installed without causing damage or interference to the Customer’s or any third party’s property or hitting or interfering with any utilities, services or other obstacles or obstructions, and, as such, the Customer acknowledges the importance of the Customer’s obligations, in accordance with Condition 7.3.6.2, to review and correct the Initial Concrete Pad Plan.
7.3.8 Where, following the expiry of the 2 Business Day period referred to in Condition 7.3.6.2, the Customer decides that any amendments are necessary to the Concrete Pad Plan, the Construction Base Specification or otherwise in relation to the Concrete Pads:
7.3.8.1 the Customer must immediately inform Ultraframe of such decision and provide all information required by Ultraframe to enable Ultraframe to re-design the Concrete Pad Construction Base to be used in relation to such Concrete Pads to facilitate such amendments;
7.3.8.2 Ultraframe shall use its reasonable endeavours to re-design such Concrete Pad Construction Base to facilitate such amendments;
7.3.8.3 the Customer shall be liable to Ultraframe for all of Ultraframe’s Losses incurred in it facilitating or attempting to facilitate any such amendments and the Customer hereby indemnifies and agrees to keep Ultraframe indemnified, on demand, from and against all such Losses; and
7.3.8.4 the Customer’s obligations, as set out in this Condition 7, shall apply to the Concrete Pads as amended in accordance with this Condition 7.2.7.
7.4 Specification and Supply of Ground Screws or, as the Case May be, Concrete Pads
7.4.1 In respect of each Construction Base, the Customer is solely responsible and liable for the specification, supply and installation of the Ground Screws or, as the case may be, Concrete Pads, on which such Construction Base is to be installed, secured and used and subject to Condition 9.1, Ultraframe shall have no liability to the Customer in relation to or arising from the specification, supply and/or installation of such Ground Screws or, as the case may be, Concrete Pads, including any subsidence, from time to time, affecting such Construction Base or any failure of the Ground Screws or, as the case may be, Concrete Pads.
7.4.2 Without prejudice to Condition 7.4.1, in respect of each Construction Base, where the Foundation Solution for such Construction Base is Ground Screws, it is acknowledged and agreed that the Customer may take supply, specify and install such Ground Screws as follows:
7.4.2.1 the Customer themselves specifying, providing and installing such Ground Screws; or
7.4.2.2 the Customer contracting with a third party supplier of Ground Screws (a “Third Party Ground Screw Supplier”) for the specification, supply and installation of such Ground Screws; or
7.4.2.3 the Customer requesting that Ultraframe refer the specification, supply and installation of such Ground Screws to a third party supplier of Ground Screws known to Ultraframe (a “Referred Ground Screw Supplier”), such referral requiring Ultraframe to pass all relevant details (including details of the Customer and details of the Construction Base Supply Contract (including the Construction Base Specification for such Construction Base)) to such Referred Ground Screw Supplier, to enable the Customer to negotiate with such Referred Ground Screw Supplier, with the intention of entering into a contract between the Customer and such Referred Ground Screw Supplier pursuant to which the Referred Ground Screw Supplier will specify, supply and install such Ground Screws (a “Ground Screw Supply Contract”). If the Customer fails to enter into a such a Ground Screw Supply Contract, the Customer must then specify, take supply of and have Ground Screws installed in accordance with Conditions 7.4.2.1 or 7.4.2.2, (a “Ground Screw Supplier” being either a Third Party Ground Screw Supplier or a Referred Ground Screw Supplier);
7.4.3 Where the Customer requests that Ultraframe makes a referral to a Referred Ground Screw Supplier in accordance with Condition 7.4.2.3:
7.4.3.1 Ultraframe shall be entitled to charge such Referred Ground Screw Supplier a referral fee (a “Referral Fee”) in consideration of making such a referral but it is acknowledged and agreed that the charging of such a Referral Fee is merely in consideration of introducing the Customer to the Referred Ground Screw Supplier and shall not, in any way, be or be deemed to be in consideration of the specification, supply and/or installation of the Ground Screws and shall not impose any liability on Ultraframe in respect of the Ground Screws;
7.4.3.2 by making such a request, the Customer will be deemed to consent to Ultraframe disclosing all such details to the Referred Ground Screw Supplier and the Customer acknowledged that such details may include “personal data” (as such term is defined in the DPA) and that the Customer consents or, as is applicable, confirms that the “data subject” (as such term is defined in the DPA) of such personal data has consented to the disclosure of such personal data to the Referred Ground Screw Supplier and the processing of such personal data by the Referred Ground Screw Supplier for the purposes of negotiating and entering into a Ground Screw Supply Contract and the specification, supply and/or installation of Ground Screws;
7.4.3.3 Ultraframe may, in the Specification, order confirmation and/or other documentation relating to such Construction Base Supply Contract, refer to: (i) the price payable by the Customer to the Referred Ground Screw Supplier pursuant to such Ground Screw Supply Contract; and/or (ii) the Referral Fee. Any such reference to such price will be for information purposes only, to allow the Customer to understand the total amount payable pursuant to such Construction Base Supply Contract and such Ground Screw Supply Contract but shall not, in any way, be deemed to be to create any contract between Ultraframe and the Customer in respect of the supply and installation of any Ground Screws nor create any contractual or other legally binding obligations on Ultraframe in respect of any Ground Screws. Any such reference to such Referral Fee shall be for information only and any failure by Ultraframe and Ultraframe, in its absolute discretion, may or may not disclose to disclose the Referral Fee to such Customer.
7.5 Site and Other Assessments Prior to Installation
7.5.1 Subject to Condition 7.5.2, prior to installation of the Ground Screws or, as the case may be, Concrete Pads, the Customer must carry out a full and comprehensive assessment of:
7.5.1.1 the Ground Screws or, as the case may be, Concrete Pads and the Site; and
7.5.1.2 the installation and use of the Ground Screws or, as the case may be, Concrete Pads, to ensure that such Ground Screws or, as the case may be, Concrete Pads will be installed in accordance with this Condition 7 and, forthwith upon demand by Ultraframe, the Customer shall provide a copy of such assessment to Ultraframe. 7.5.2 Where the Site is located in Scotland (and otherwise where the Customer or Ground Screw Supplier deems it necessary), the Customer shall ensure that the assessment referred to in Condition 7.5.1, shall include a physical inspection of the Site by the Customer.
7.5.3 Where a Construction Base will be installed adjacent to an external face of a wall of an existing building, the Construction Base will be designed by Ultraframe to be installed by reference to the position, on such external face of such wall, of the Construction Base DPC and the Customer shall accurately determine and accurately mark the required position of such Construction Base DPC on such external face of such wall, with sufficient clarity, to enable the proper installation of the Construction Base.
7.6 Liability For Ground Screws or, as the Case May be, Concrete Pads
7.6.1 The Customer warrants and undertakes to Ultraframe that it shall:
7.6.1.1 ensure that the Ground Screws or, as the case may be, Concrete Pads (on which a Construction Base will be installed), their installation and post installation use are and will:
(a) be of satisfactory quality and free from defect;
(b) be installed in accordance with the assessment referred to in Condition 7.5.1;
(c) be installed by persons with all necessary skills and expertise required to carry out such installation;
(d) comply with all applicable laws and regulations (including Building Regulations) in each case, from time to time in force; and
(e) be of such quality and their installation, fastening to such Construction Base and levelling will be of such quality, that the Ground Screws or, as the case may be, Concrete Pads will be able to withstand, without defect:
(i) all foreseeable vertical and horizontal forces and any other forces or loads which will or may be applied, as a result of installation and use of such Construction Base;
(ii) the vertical, horizontal and any other forces or loads that will be applied to the Ground Screws or, as the case may be, Concrete Pads as a result of the installation and use of such Construction Base on the Ground Screws or, as the case may be, Concrete Pads and the installation and use of the Construction Base Works to be carried out or installed on such Construction Base;
(iii) the wind pressures and consequent lateral forces (in accordance with the relevant wind loading codes of practice, from time to time, in force) that will be applied to the Ground Screws or, as the case may be, Concrete Pads following the installation and use of such Construction Base and the installation and use of the Construction Base Works to be carried out or installed on such Construction Base;
7.6.1.2 ensure that no individual Ground Screw or, as the case may be, Concrete Pad, shall have a vertical load of more than 15kN of force imposed upon it;
7.6.1.3 where the Construction Base is a Ground Screw Construction Base, the Customer shall comply with its obligations set out in Condition 7.2.3 and 7.2.4;
7.6.1.4 where the Construction Base is a Concrete Pad Construction Base, the Customer shall comply with its obligations set out in Condition 7.3.3 and 7.3.4;
7.6.1.5 ensure that, prior to the installation of such Construction Base, the Customer will have obtained (whether or not from a Ground Screw Supplier) all necessary test certificates that duly evidence that the installed Ground Screws or, as the case may be, installed Concrete Pads have met the required standards, from time to time, for all relevant building control and other regulatory purposes;
7.6.1.6 without prejudice to Condition 7.6.1.5, where the Site is located in Scotland, ensure that the Building Warrant process for the Site is completed prior to the commencement of installation of the Ground Screws or, as the case may be, Concrete Pads;
7.6.1.7 ensure the Ground Screws or, as the case may be, Concrete Pad are installed in accordance and comply with the Construction Base Specification (including any and all guidance for the installation of the Construction Bases, from time to time, issued or made available by Ultraframe, in each case setting out the specifications and requirements for the installation of Construction Bases); and
7.6.1.8 keep Ultraframe promptly informed about the supply and installation of the Ground Screws and co-ordinate the installation of the Ground Screws or, as the case may be, Concrete Pads and the supply of the Construction Base.
7.6.2 In respect of Concrete Pads, the Customer must:
7.6.2.1 ensure that each Concrete Pad complies with local building regulations and complies with the Construction Base Specification; and
7.6.2.2 decide on the size of each Concrete Pad and the type of concrete to be used for each Concrete Pad, in each case to enable the Customer to comply with its obligations under this Condition 7 but, without prejudice to the generality of this Condition 7.6.2.2, the Customer must ensure that each Concrete Pad:
(a) has a horizontal cross section of at least 450x450mm;
(b) has a minimum depth of 450mm but which extends vertically down to rest on firm natural ground, the exact depth being subject to individual ground conditions, local building regulations and other factors including the type of subsoil, the presence of trees or other roots or vegetation and the location and invert of drains.
7.6.3 Subject to Condition 9.1, in respect of Ground Screws or, as the case may be, Concrete Pads, upon which a Construction Base is to be installed, secured and levelled, Ultraframe, shall not be liable for and the Customer waives and forever releases Ultraframe from any and all liability for any and all Losses in respect of, arising from or relating to: (i) the Ground Screws or, as the case may be, Concrete Pads and/or (ii) the specification, supply and/or installation of the Ground Screws or, as the case may be, Concrete Pads, and, without limiting the generality of this Condition 7.6.3, Ultraframe shall not be liable for and the Customer waives and forever releases Ultraframe from any and all liability for any Losses relating to:
7.6.3.1 the specification and/or selection of the Ground Screws or, as the case may be, Concrete Pads to be used in respect of such Construction Base;
7.6.3.2 any failure by the Customer to properly, accurately and/or clearly mark the position of the Construction Base DPC in accordance with Condition 7.5.3;
7.6.3.3 any delays on Site as a result of a breach by the Customer of its obligations under this Condition 7;
7.6.3.4 any defect in any such Ground Screws or, as the case may be, Concrete Pads whether such defect existed before or arose during or after installation;
7.6.3.5 the selection of the number and positions (on the Construction Base) where any such Ground Screws or, as the case may be, Concrete Pads are to be installed or used;
7.6.3.6 any defects in the Foundation Plan;
7.6.3.7 the selection of the positions in the ground where any such Ground Screws or, as the case may be, Concrete Pads are to be installed or used;
7.6.3.8 any defective installation, fastening or levelling of any of such Ground Screws or, as the case may be, Concrete Pads;
7.6.3.9 any Losses caused by any subsidence from time to time affecting the Construction Base;
7.6.3.10 any damage caused to the Customer’s or any third party’s property, any utilities or services as a result of any such the installation or use of such Ground Screws or, as the case may be, Concrete Pads or such installed Ground Screws or, as the case may be, Concrete Pads causing an obstacle or obstruction; and/or
7.6.3.11 any breach by the Customer of its obligations referred to in this Condition 7, and the Customer hereby indemnifies and agrees to keep Ultraframe indemnified, on demand, from an against any Losses incurred by or brought against Ultraframe in relation to any of the matters set out in this Condition 7.6.3 or otherwise arising out of the breach by the Customer of any of its obligations pursuant to this Condition 7 including any breach of its undertakings set out in Conditions 7.6.1 and 7.6.2.
8.1 Subject to the each of the following provisions of this Condition 8, Ultraframe warrants to the Customer that all Goods shall upon Delivery and in the case of:
8.1.1 Goods which are system components for roofs which are white unpainted, powder coated or foiled, for 10 years from the date of Delivery;
8.1.2 Goods which are of a panel construction used in roofs or walls, for 10 years from the date of Delivery;
8.1.3 Goods which are system components for roofs which are coloured, otherwise coated and/or painted, for 5 years from the date of Delivery;
8.1.4 Goods which are Ultralite 500 (PVCU) roof components for white roofs for 10 years from the date of Delivery;
8.1.5 Goods which are sealed roof glazing units, for 10 years from the date of Delivery against premature seal failure;
8.1.6 Goods which are electrical components and ironmongery, for 12 months from the date of Delivery;
8.1.7 Goods which are sealed roof glazing units, for defects other than premature seal failure and for all other Goods, for 10 years from the date of Delivery;
8.1.8 Goods which are not referred to in any of Conditions 8.1.1 to 8.1.7, for 12 months from the date of Delivery, be of satisfactory quality and be reasonably fit for any purpose for which they are commonly supplied and that all Services shall be carried out with reasonable skill and care.
8.2 Save as set out in this Condition 8, and all conditions, warranties, indemnities guarantees and all other obligations in respect of the quality or fitness for purpose of the Works, whether express or implied, statutory or otherwise, are hereby expressly excluded to the fullest extent possible under applicable laws and regulations.
8.3 The Customer is relying on its own skill and judgment in relation to the Work irrespective of any knowledge which Ultraframe or its servants, agents or employees may have as to the purpose for which the Work is supplied or its suitability.
8.4 The Customer is totally responsible for the structural stability of all installations.
8.5 In respect of Good which are roofs or are components making up roofs, unless the correct postcode of the location at which such Goods are to be installed is provided to Ultraframe prior to manufacture of such Goods, such Goods will be supplied based on a generic snow loading of 0.6KN/m2 and wind loading of 0.4KN/m2.
8.6 In respect of any breach of the warranty set out in Condition 8.1:
8.6.1 in respect of a premature failure of a sealed roof glazing unit, Ultraframe shall only be liable for such failure where such sealed roof glazing unit was installed in accordance with Ultraframe’s roof installation guide in issue at the time of installation and, where Ultraframe is so liable, Ultraframe’s liability will be limited to providing a free of charge replacement sealed roof glazing unit to the Customer;
8.6.2 in respect of Goods which are Ultralite 500 (PVCU) roof components, Ultraframe shall not be liable for and such warranty explicitly excludes Ultraframe’s liability for any colour changes to such Goods where such colour change is greater than a value 3 when tested in accordance with ASTM Dl 925.
8.7 The warranty given in Condition 8.1 will not apply:
8.7.1 where the defect complained of arises from:
8.7.1.1 any specification supplied by the Customer;
8.7.1.2 fair wear and tear;
8.7.1.3 wilful damage other than by Ultraframe;
8.7.1.4 the Customer’s negligence;
8.7.1.5 abnormal working conditions;
8.7.1.6 misuse or alteration or repair of the Goods without Ultraframe’s prior written approval; or
8.7.1.7 any failure to follow Ultraframe’s instructions (whether oral or in writing) and whether relating, without limit, to the fabrication, lateral support, ventilation, operation, use or maintenance of the Goods (and the Customer acknowledges that the Goods are intended for use in Northern European environmental conditions and use of any Goods where the ranges of environmental conditions including, without limit, ultra violet light, heat or humidity is not in accordance with the Companies instructions from time to time will not be covered by the warranty given in condition 8.1);
8.7.2 if Ultraframe or its agents is not given a reasonable opportunity to safely inspect the work;
8.7.3 if the total price for the Goods or Services has not been paid by the due date for payment;
8.7.4 to any parts, materials or equipment not manufactured by Ultraframe, in respect of which the Customer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to Ultraframe;
8.7.5 to any colour changes in components after the date of delivery of such components; or
8.7.6 to any perils usually treated as insurance risks, including without limitation, fire and flood, whether or not such insurance is actually held.
8.8 The obligations of Ultraframe under the Contract are limited such that in the event of a breach by Ultraframe of the warranty in Condition 8.1 or any defect in any Goods or Services Ultraframe shall only be obliged (and shall have no further liability in contract, negligence or otherwise for any defect in quality of Goods and/or Services or fitness for purpose of the Goods) at its option, either to:
8.8.1 refund the price (if already paid) attributable to faulty Goods or Services; or
8.8.2 repair, rectify or replace the faulty Goods or Services (provided that the Customer has provided safe access to the Goods to Ultraframe or its agent).
9.1 Nothing in these Conditions shall exclude or limit the liability of Ultraframe for fraud, fraudulent misrepresentation or death or personal injury caused by Ultraframe’s negligence.
9.2 Ultraframe shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, (i) for any economic loss of any kind whatsoever, including without limit loss of profit, business contracts, revenues or anticipated savings, or (ii) for damage to the Customer’s reputation or goodwill, or (iii) for any loss resulting from any claim made by any third party, or (iv) for any special, indirect or consequential loss or damage (including without limit removal or rectification work required in connection with the installation of repaired or substitute Goods) of any nature whatsoever.
9.3 Without prejudice to Condition 8.1, 9.1 and 9.2 Ultraframe’s liability in contract tort, (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the Contract shall be limited to the greater of the Contract price or the amount received by Ultraframe for the claim under its insurance policy covering such risks provided that nothing in this Condition shall oblige Ultraframe to obtain any insurance or claim upon any insurance which it holds. The Customer acknowledges that delay in notifying any claim may prevent Ultraframe recovering any money under such policy.
9.4 Where the Goods or any part of them are manufactured by or on behalf of Ultraframe to the design or specification of the Customer then the Customer shall indemnify Ultraframe against all actions, claims, costs, demands, expenses and liabilities of whatsoever nature suffered or incurred by Ultraframe as a result of the infringement of any third parties IPRs. If any claim is brought or threatened against Ultraframe in respect of on infringement Ultraframe shall be entitled to suspend further deliveries of Goods to the Customer.
9.5 Where the Goods are not manufactured by Ultraframe gives no assurance or guarantee that the sale or use of the Goods will not infringe the IPRs of any third party
10.1 All information of any kind (including without limitation drawings, specifications, plans, descriptions, blue prints, designs, images, website content, logo’s, social media content, documents and technical information) supplied by Ultraframe to the Customer are supplied on the strict understanding that the IPRs therein and in the Goods are vested in and shall remain the sole property of Ultraframe. If the Customer shall in any way acquire any such rights, then the Customer shall immediately inform Ultraframe and shall forthwith take such steps as may be required by Ultraframe to assign such rights or vest such title in Ultraframe.
10.2 The Customer shall keep confidential and not use, other than for the resale of the Goods all and any information (as referred to in Condition 10.1 supplied by Ultraframe to the Customer or disclosed to or obtained by it pursuant to or as a result of the Contract, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Customer, or disclosure of the same is required by law or by any other governmental or other regulatory body. Ultraframe, Quantal and Wendland and the Ultraframe, Quantal and Wendland logos are registered trademarks and written permission must always be granted before they are reproduced in any form whatsoever.
If the Customer incorporates Goods with or uses Goods ancillary to any composite or other products to be produced, manufactured, processed or supplied by the Customer then the Customer:
11.1 Shall forthwith on demand provide Ultraframe with copies of all written instructions, information and warnings to be supplied by the Customer in relation to the said composite or other products, (provided that such right of or actual inspection shall not constitute acceptance or approval by Ultraframe of such instructions, information or warnings); and
11.2 Shall indemnify Ultraframe against all actions, claims, costs, demands, expenses and damages (including without limit for legal actions) of whatsoever nature suffered or incurred by Ultraframe in the event that any claim or claims are made against Ultraframe pursuant to the Act or otherwise relating to the said composite or other products of the Customer in circumstances in which the Goods were:
11.2.1 Not the defective part of the said composite product;
11.2.2 Rendered the defective part or became a defective product by reason of an act or omission of the Customer or by reason of instructions or warnings given by the Customer or other supplier of the said composite or other products;
11.2.3 Supplied in accordance with a specification and/or drawings furnished by, or on behalf of, the Customer.(for the purposes of this Condition 11 only the word “defective” shall be interpreted in accordance with the definition of “defect” contained in Part 1 of the Act)
11.3 Hereby acknowledges its duty to pass on to its customers (where appropriate) all instructions, information and warnings supplied to it by Ultraframe with the Goods.
Without prejudice to any of its other rights Ultraframe may immediately terminate the Contract and demand payment of any amount due or accruing to Ultraframe whether under the Contract or otherwise, re-sell the Goods and/or withhold or cancel any deliveries if any of the Following occurs or is likely to occur:
12.1 the Customer is in breach of any of its obligations under the Contract which, if capable of remedy, the Customer has not remedied within 30 days of receiving written notice from Ultraframe; or
12.2 the Customer is or becomes Insolvent or the Customer suffers a distress or execution or other legal process to be levied or enforced or sued upon or against any part of the property, assets or revenue of the Customer which is not discharged or stayed within 7 days.
13.1 Any temporary waiver or indulgence by Ultraframe in exercise of its rights will not restrict it exercising any of its rights at a subsequent date.
13.2 The Customer shall not be entitled to assign or sub-contract any of its rights or the obligations under the Contract, without the prior written consent of Ultraframe may assign, license or sub-contract all or any part of its rights or obligation under the Contract without the Customer’s consent.
13.3 The Conditions contains the whole agreement between Ultraframe and the Customer. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.
13.4 The Customer shall be responsible for complying with all relevant laws, bylaws, regulations, orders, directions, codes of practice or requirements of any statutory, public, local or other competent authority or court of competent jurisdiction applicable and incidental to the storage, sale, marketing, provision and use of the Goods.
13.5 Any provision of the Contract which is held by any competent authority to be invalid, void, voidable or unenforceable (in whole or in part) shall to the extent of such invalidity, validness, violability or unenforceability be deemed severable and the other provisions of the Contract and the remainder of such provisions shall not be affected.
13.6 The Contract shall be construed in accordance with and governed in all aspects by the Laws of England Law and the Customer submits to the exclusive jurisdiction of the English courts.
Notwithstanding any other Condition, where Goods are sold for export outside the United Kingdom:
14.1 The Uniform Laws on International Sales Act 1967 shall not apply and Ultraframe shall be under no obligation to notice under Section 32(3) of the Sales of Goods Act 1979.
14.2 Section 26(3) of the Unfair Contract Terms Act 1977 shall apply and notwithstanding Condition 9.1 all liabilities for injury or death arising directly from the use of the Goods are expressly excluded.
14.3 Unless otherwise agreed in writing by Ultraframe the currency will be pounds sterling and payment shall be by way of confirmed irrevocable letter of credit to be opened at a bank nominated by Ultraframe at the Customers expense.
14.4 The Customer shall be responsible for complying with any legislation or regulations governing the export of the Goods from the United Kingdom and governing the importation of the Goods into the country of destination and for the payment of any duties or taxes on them.
14.5 The warranty in Condition 8.1 shall not apply.
15.1 In these Conditions:
15.1.1 unless the context requires otherwise any reference to the singular shall include the plural and vice versa;
15.1.2 all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;
15.1.3 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
15.1.4 references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;
15.1.5 any words following the words “include”, “includes”, “including”, “in particular”, “for example” or any similar words or expressions will be construed without limitation and accordingly will not limit to the meaning of the words preceding them;
15.1.6 the rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and
15.1.7 where the phrase “Ground Screws or, as the case may be, Concrete Pads” is used in relation to a Construction Base, it shall mean:
15.1.7.1 where the Foundation Solution for such Construction Base is Grounds Screws, Ground Screws; or
15.1.7.2 where the Foundation Solution for such Construction Base is Concrete Pads, Concrete Pads.
15.2 In these Conditions, the following words and phrases shall have the following meanings:
15.2.1 “Bespoke Specification” means in respect of Works which are the subject of a Contract, the specification, drawings, diagrams and all other guidance and/or instructions, produce, supplied or given by Ultraframe to the Customer specifically in relation to those Works and, in relation to Goods which are a Concrete Pad Construction Base, the Bespoke Specification shall include the Foundation Plan (but for the avoidance of doubt, in relation to Goods which are a Ground Screw Construction Base, the Bespoke Specification shall not include a Foundation Plan (if a Foundation Plan is provided by Ultraframe).
15.2.2 “Business Days” means any day (other than a Saturday, Sunday or a statutory bank or public holiday in England.
15.2.3 “Concrete Pad Construction Base” means has the meaning given to it in Condition 7.3.1.
15.2.4 “Concrete Pad Plan” means, in respect of a Construction Base, in relation to which the Foundation Solution is Concrete Pads, the plan setting out the number and location (in relation to such Construction Base) of the Concrete Pads and the types of Foundation Fastenings to be used in respect of such Construction Base.
15.2.5 “Concrete Pads” means, in respect of a Construction Base, the footings and/or other foundation which are laid into the ground and, on which, such Construction Base is installed, secured and levelled and, other than where the Specification for such Construction Base explicitly states that Ultraframe will supply the Foundation Fastenings for such Construction Base, the term “Concrete Pad” shall include the Foundation Fastenings to be used to secure any such Concrete Pads to such Construction Base.
15.2.6 “The Conditions” means the standard terms and conditions of sale set out herein.
15.2.7 “Construction Base” means Goods in the form of a base specifically designed for and intended to have building or construction works carried out on such base and/or installed on such base (and, as at the date of these Conditions, Construction Bases will include the Goods known as “hup! Base” and the “Durabase”).
15.2.8 “Construction Base DPC” means, in respect of a Construction Base, the damp proof course contained in and forming part of that Construction Base.
15.2.9 “Construction Base Specification” means, in respect of a Construction Base which is the subject of a Construction Base Supply Contract, the Specification applicable to such Construction Base.
15.2.10 “Construction Base Supply Contract” means a Contract where the Goods to be supplied by Ultraframe to the Customer are made up (in whole or in part) of one or more Construction Bases.
15.2.11 “Construction Base Works” means, in respect of a Construction Base, the building or construction works to be carried out on such Construction Base and/or installed on such Construction Base.
15.2.12 “Contract” means any contract for the supply of Works, formed in accordance with these Conditions.
15.2.13 “Customer” means the person, firm or company that has requested any Work.
15.2.14 “DPA” means the Data protection Act 2018 (as from time to time amended or replaced).
15.2.15 “Foundation Fastenings” means, in respect of a Construction Base which is the subject of a Construction Base Supply Contract, the bolts, links, connections or other fastenings used to fix, secure, attach or otherwise fasten such Construction Base to the Ground Screws or, as the case may be, Concrete Pads on which such Construction Base will be installed, secured and levelled.
15.2.16 “Foundation Plan” means, in respect of a Construction Base which is the subject of a Construction Base Supply Contract:
15.2.16.1 where the Foundation Solution for such Construction Base is Grounds Screws, the Ground Screw Plan; or
15.2.16.2 where the Foundation Solution for such Construction Base is Concrete Pads, the Concrete Pad Plan;
15.2.17 “Foundation Solution” means, in respect of a Construction Base, the type of foundation upon which such to Construction Base will be installed, secured and levelled such type of foundation and being either Ground Screws or Concrete Pads as specified by the Customer.
15.2.18 “Goods” means any goods supplied or to be supplied by Ultraframe.
15.2.19 “Ground Screw Construction Base” means has the meaning given to it in Condition 7.2.1.
15.2.20 “Ground Screw Plan” means, in respect of a Construction Base, in relation to which the Foundation Solution is Ground Screws, the plan setting out the number and location (in relation to such Construction Base) of the Ground Screws and the types of Foundation Fastenings to be used in respect of such Construction Base.
15.2.21 “Ground Screws” means, in respect of a Construction Base which is the subject of a Construction Base Supply Contract, the ground screws or other levelling devices which are sunk into the ground and, on which, such Construction Base is installed, secured and levelled and, other than where the Specification for such Construction Base explicitly states that Ultraframe will supply the Foundation Fastenings for such Construction Base, the term “Ground Screws” shall include the Foundation Fastenings to be used to secure any such Ground Screws to such Construction Base.
15.2.22 “Generic Specification” means, in respect of Works which are the subject of a Contract, all guidance and/or instruction documents (including all specifications, drawings, diagrams, and/or instructions contained in such guidance and/or instruction documents), as from time to time amended, supplemented and/or replaced by Ultraframe, which are produced, supplied and/or made available by Ultraframe (including being made available, from time to time, by Ultraframe on its website) to the Customer but which are generic and relate to all Works of the same or similar type to those Works which are the subject of such Contract (and, in relation to Goods which are a Construction Base, such guidance and/or instruction documents shall include the documents made available on Ultraframe’s website and entitled “hup! Base Installation Guide” and “hup! A Building Revolution from Ultraframe Specification Guide”).
15.2.23 “Insolvency Event” means:
15.2.23.1 the Customer: (i) has a nominee, sequestrate, trustee, supervisor, administrator, receiver or liquidator (as relevant) pursuant to the Insolvency Act 1986 appointed in respect of it or any of its assets or a manager or receiver (as relevant) pursuant the Law of Property Act 1925 appointed in respect of it or any of its assets or the occurrence or sufferance of anything equivalent under any jurisdiction other than England or Wales; (ii) is subject to a notice of intention to appoint any of the foregoing appointees in respect of it or any of its assets; (iii) passes a resolution for its winding-up (save for the purpose of a solvent restructuring previously approved in writing by Ultraframe); (iv) has have an application for a winding up petition made against it; (v) enters into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing by the Company); (vi) ceases to carry on its business; or (vii) any steps or actions taken in connection with any of these forgoing procedures in this Condition 15.2.23.1; or
15.2.23.2 there is a Reduction in the Customer’s Financial Standing.
15.2.24 “IPRs” means any intellectual property rights of any nature including without limit any and all patents, designs, copyright, know how, trade marks, service marks and trade names.
15.2.25 “Losses” means losses, damages, costs, actions, awards, penalties, fines, proceedings, claims, demands, liabilities (including any liability to pay any tax, levies or duties) and expenses (including all legal and other professional fees and expenses, howsoever incurred in respect of any cause of action that may give rise to Losses, including the defence, prosecution or investigation into such cause of action).
15.2.26 “Order” means an order placed by the Customer with Ultraframe for Work.
15.2.27 “Quarterly” means a period of 3 calendar months.
15.2.28 “Reduction in the Customer’s Financial Standing” means, where an event or series of events occur that, result in Ultraframe (acting reasonably) to be concerned about the Customer’s financial standing and/or the Customer’s ability to pay amounts which may become due from the Customer to Ultraframe (for example, if, due to the financial position of the Customer or a change in the credit rating of the Customer, the availability to Ultraframe of bad debt insurance for amounts due or which may become due from the Customer to Ultraframe, is withdrawn or becomes materially more expensive).
15.2.29 “Request for Quotation” means, the request by the Customer to Ultraframe to provide a quotation for the supply of Works for the Customer.
15.2.30 “Services” means any services supplied or to be supplied to the Customer by Ultraframe.
15.2.31 “Site” means the site at which the Goods are to be installed, in particular, in relation to a Construction Base, the site at which the Foundation Solution (the Ground Screws or, as the case may be, Concrete Pads) will be installed with the Construction Base being installed, secured and levelled on such Foundation Solution;
15.2.32 “Specification” means, in respect of Works which are the subject of a Contract, the Bespoke Specification and the Generic Specification for such Works, save that where there is a conflict between all or any part of the Bespoke Specification and all or any part of the Generic Specification, the Bespoke Specification shall prevail and such part or parts of the Generic Specification shall be disregarded or construed in accordance with the Bespoke Specification.
15.2.33 “Ultraframe” means Ultraframe (UK) Limited.
15.2.34 “Work” means Goods and/or Services.
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