|“Seller”||LBC Technologies Ltd|
|“Purchaser”||the Customer on whose behalf the order is signed or placed|
|“Goods”||the subject matter of this order, order acknowledgement or invoice as appropriate|
|“Systems”||a collection of Goods being supplied as an assembled package for a specific application|
|“Services”||general service or repair of goods, equipment or machinery belonging to the purchaser|
|“Special Conditions”||any conditions appearing on the quotation, offer or acknowledgement of order or invoice|
2. Conclusion of Contract
- The request by the Purchaser or its representative for Goods, Systems or Services as accepted by the Seller by an acknowledgement in writing shall constitute a binding contract for the supply of the Goods by the Seller to the urchaser subject to these terms and conditions and any Special Conditions.
- The request by the Purchaser or its representative shall constitute acceptance of these conditions which embody the entire understanding of the parties and supersede any other price promises, representations, understanding or implications.
- Submission by the Purchaser of a subsequent order other than on the Sellers order book will constitute acceptance of these terms and conditions and if accepted by the Seller will form a contract on these items and conditions and no other.
No modification or alteration of these conditions or any order shall be binding upon the Seller unless made in writing and signed by an authorised representative of the Seller.
3. Terms of supply
All Goods, Systems or Services are supplied on condition that
- They will not be resold otherwise than to end users without express prior written consent of the Seller
- Goods are not sold on a sale or return basis except where specially agreed to by the Seller in writing
- Systems are supplied only after written agreement has been previously reached between the Seller and the Purchaser on design and bill of materials constituting the System to which the purchase order relates. The Seller accepts no responsibility whatsoever for the System’s performance with the Purchasers process. The Seller only accepts responsibility for performance of the system according to the definition written into the accepted design.
- Orders for repairs to Goods, Equipment, Systems, or machinery belonging to the Purchaser are accepted on the understanding that no prior guarantee can be given as to the success and the work requested.
- In view of fluctuating costs imposed on the Seller either by manufacturers or currency exchange rates orders can only be accepted at prices ruling at the date of despatch to the Purchaser. The Seller reserve the right to raise prices in the event of any increase of these costs after the acceptance of the order, subject always to the Purchasers right to cancel in the event of prices being raised in accordance with this clause.
- Subject to the provisions of sub-clause (a) hereof in quotations or offers given by the Seller will remain valid for 30 days from the date of the quotation or offer where a written quotation or offer is given by the supplier and is stated to be for 30 days.
- For orders with a total invoice value (excluding VAT) of less than £100 a packing and freight charge of £25 per consignment will be made.
- The Seller reserves the right at its discretion to make charges to cover the cost cancellation.
5. Value Added Tax
All prices are exclusive of Value Added Tax and Government charges and such tax and/or charges shall be charged to the Purchaser at the rate ruling at the time of despatch to the Purchaser.
- Payment is strictly net and due in full at 30 days from the date of invoice issued to the Purchaser in respect of any order unless other Special Conditions for payment have been negotiate and accepted in writing by the Seller. Payment in full on the due date is of the essence of the contract.
- If payment is not made in accordance with these terms and conditions or if at any time the credit standing of the Purchaser has (in the opinion of the Seller) been impaired the Seller shall be entitled to refuse delivery of any Goods, Systems or Services ordered but not then delivered until arrangements as to payment or credit have been established to the reasonable satisfaction of the Seller.
- If payment is not made in accordance with these terms and conditions then the Seller reserves the right to charge interest at the rate of 3% per annum above the minimum lending rate of Lloyds Bank plc on the balance outstanding for the time being and to recover all and any costs incurred by it (including costs fees and disbursements of any outside agency) in collecting any moneys due.
- Any invoice not accepted by the Purchaser must be promptly rejected and reason for rejection advised to the Seller immediately. The Seller and Purchaser will use their best endeavours to resolve any dispute without delay.
- Delivery dates are given in good faith and are based on conditions prevailing at the time the order is accepted however they are only estimates and as such not binding on the Seller. The Seller agrees to use its reasonable endeavours to meet delivery dates but can accept no liability for delay in delivery arising from any cause whatsoever.
- Delivery shall be accepted where tendered. The Seller shall be entitled to assume that the person accepting delivery has authority from the Purchaser to do so.
8. Non Delivery or Damage
- In the event of non delivery the Purchaser must notify the Seller in writing within 7 days from the date of despatch which will be shown on the Sellers invoice.
- In the event the Goods are not received in good condition the purchaser must immediately inform the Seller. The Goods must also be returned to the Seller within 7 days of receipt.
The Seller will accept the return of Goods only in these circumstances.
9. Risk and Title
- Risk in the Goods shall pass to the Purchaser when tendered for delivery. In the event that Goods are collected from the Seller risk shall pass when they are presented for loading onto the vehicle making the collection.
Notwithstanding delivery until full payment for the Goods has been made:
- the property in the Goods shall remain with the Seller
- the Purchaser will store the Goods in such a manner that it can be identified as belonging to the Seller
- the benefit of any contract of sale and the proceeds of any sale shall be the property of the Seller and held in trust for the Seller absolutely
- the Purchaser may deal with the Goods in the ordinary course of its business but by written notice the Seller mat terminate this right if the Purchaser ceases or threatens to cease trading or to go into receivership or liquidatio
- at any time after the Seller has terminated the right set out in sub clause (iv) above the Seller may repossess the Goods and the Purchaser hereby grants an irrevocable licence to the Seller to enter upon any of its premises for the purpose of so doing.
Where the Special Conditions provide for the Seller to install the Goods the following shall apply:-
- The Seller shall be entitled to invoice for the Goods and for the installation separately and shall invoice for the supply of the Goods as soon as possible after delivery
- It is the Purchaser’s responsibility to obtain all necessary consents for the installation and any work relating thereto from Local or Public Authority, Landlord or any other body
- It is the Purchaser’s responsibility to prepare the site for the installation. The Seller will take all reasonable precautions to prevent damage to the installation environment but can accept no liability for damage to any equipment in the environment used by the Purchaser whilst the installation is taking place.
- The seller does not accept liability for malfunctions caused by electrical and or electro-mechanical interference emanating from equipment outside the scope of his supply
- The Purchaser accepts full responsibility for implementation of essential Health and Safety Risk assessments, CE Mark, or Documentation that is required as the result of any installation work carried out by the Seller
- The Purchaser agrees to provide free access to information required by the Seller in order to carry out any installation.
In no event shall the Seller have liability (howsoever arising) to the Purchaser or to any third party for loss or damage occasioned by or following from any act or omission on the part of the Seller provided that:-
- Nothing herein contained shall be understood to limit the Seller’s liability in respect of death or personal injury, and;
- In no circumstances shall the Seller have any liability whatsoever (and however arising) in respect of loss of use or of profit for the consequential loss of any kind. The Purchaser shall indemnify the Seller in respect of all claims made by third parties against the Seller (with reference to Goods supplied or Services performed for the Purchaser) to the extent that the Seller’s liability therefore is excluded or limited under the foregoing provisions.
- The Purchaser shall have the benefit of any manufacturers warranty in respect of the Goods or System components.
- If installation work performed by the Seller proves defective within 6 months or such period as is stated as a warranty period in the manufacturers guarantee whichever the longer of completion of installation by the Seller then the Seller agrees to rectify the same at its expense.
13. Force Majeur
If the Seller is prevented or hindered from performing the contract by a cause beyond its reasonable control it shall be entitled to terminate the contract without liability and the purchaser will reimburse any expenses incurred by the Seller.
14. Special Conditions
Where Special Conditions are stated on the face hereof such conditions and these conditions will rank in equal priority except where there is any inconsistency when the Special Conditions will prevail.
- The Seller reserves the right to change the specification of the Goods at any time without prior notice to the Purchaser PROVIDED THAT if in the Sellers opinion the change in specification materially alters the nature or quality of the product he shall so advise the Purchaser who shall have the option of rescinding his order for 14 days from the date of notification of the change by the Seller.
- All descriptions, quotations, weights, pressures, temperatures, material applications and dimensions appearing in any documents emanating from the Seller are approximate only.
- It is incumbent upon the Purchaser to specify any special specifications and/or conditions of use for the Goods ordered in advance and in writing. The Seller is not responsible for non performance of the goods unless such specifications are included on the purchase order.
Notwithstanding anything else contained herein this agreement may be terminated
- by the Seller forthwith on giving notice in writing to the Purchaser if the Purchaser shall fail to pay any sum due under the terms of this agreement (otherwise than as a consequence of any default on the part of the Seller) and such sum remain unpaid for 14 days after written notice from the Seller that such sum has not been paid (such notice to contain a warning of the Seller’s intention to terminate)
- by the Purchaser forthwith on giving notice in writing to the Seller if the Goods are lost, stolen or destroyed or damaged beyond economic repair, or
- by either party forthwith on giving notice in writing to the other if the other commits any serious breach of any terms of this agreement (other than any failure by the Purchaser to make any payment hereunder in which event the provisions of paragraph 14(a)(I) above shall apply) and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a request in writing from the other party so to do remedy the breach (such request to contain a warning of the other party’s intention to terminate) or
- by either party forthwith on giving notice in writing to the other if the other party being a company shall have a receiver or liquidator appointed or shall pass a resolution for winding-up (otherwise than for the purpose of amalgamation or reconstruction) or a court shall make an order to that effect or being a partnership shall be dissolved or being an individual shall commit any act of bankruptcy or shall die if the other party (whether a company or not) shall enter into any composition or arrangement with its creditors or shall become insolvent.
- by the Purchaser on giving notice in writing to the Seller of order cancellation on received purchase order(s) may incur a cancellation charge up to 100% of the value.
- Any termination of this agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
17. Purchaser’s WarrantyThe Purchaser warrants that it has not relied on any oral representation made by the Seller or upon any descriptions, illustrations, or specifications contained in any catalogues and publicity material produced by the Seller which are only intended to convey a general idea of the products and services mentioned therein.
18. Invalidity of any provisionsIf any of the provisions hereunder become invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. WaiversTime shall be of the essence of the contract, but no failure to exercise nor any delay in exercising on the part of the parties hereto any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any right or remedies provided in law.
- Each communication to be made hereunder shall be in writing but, unless otherwise stated, may be made by telefax, E Mail or letter.
- Any communications or document (unless made by telefax or E Mail) to be made or delivered by one party to another pursuant to this agreement shall (unless that other party has, by fifteen days written prior notice to the other party specified another address or fax number) be made or delivered to that other party at the address identified with his signature below and shall be deemed to have been made or delivered when such communication or document has been despatched and the appropriate answer back received (in case of any communication made by letter when left at the address or as the case may be, seven days after being deposited in the post first class postage prepaid in an envelope addressed to it at that address, provided that any communication or document to be made or delivered to the other party shall be effective only when received by the other party at the address to which it is to be sent.
21. Assignment and transferAny party may, at any time and at its own costs, assign or transfer all or any of its rights, benefits and obligations hereunder, provided that no such assignment or transfer shall be made without the prior written consent of the other party.
22. Governing Law
- English Law: These conditions and any contract made subject to the same shall be governed by and construed in all respects in accordance with English Law.
- Jurisdiction: In relation to any legal action or proceedings to enforce these conditions or arising out of or in connection with these conditions (“proceedings”) the parties irrevocably submit to the jurisdiction of the English courts and waive any objection to proceeding in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
- Submission not Exclusive: These submissions shall not affect the right of any party to take proceedings in the other jurisdiction nor shall the taking of proceedings in any jurisdiction preclude any party from taking proceedings in any other jurisdiction.