DEFINITIONS a) “The Company” means LGM PRODUCTS LIMITED. b) “Buyer” means the company, partnership or other entity, which places an order with the Company. c) “Contract” means any contract between the Buyer and the Company for the supply of goods and which is subject to these Terms. d) “Goods” means the articles or any item described in the Order. e) “Specification” means the technical description (if any). f) “Order” means a request placed by the Buyer for the supply of goods-which is subject to these Terms. g) ” Terms” means these terms and conditions of sale.
GENERAL a) Unless otherwise agreed in writing by the Company these conditions shall supersede any terms, warranties, conditions or representations relating to the Goods appearing or made in catalogues, the Company’s website or otherwise. These conditions shall constitute the entire agreement and understanding of the parties, and shall also override any previous or other terms, warranties or conditions stipulated, incorporated or referred to by the Buyer, whether in an Order or elsewhere. All guarantees, terms, warranties or conditions, whether written or oral, or expressed or implied (whether by statute common law or otherwise) and not appearing in these Terms are excluded and hereby negated. Nothing in this clause shall operate to limit or exclude any liability for fraud. b) Unless otherwise agreed in writing, these Terms shall be subject to and construed in accordance with English Law and the Company and the Buyer hereby submit themselves to the non-exclusive jurisdiction of the English Courts. c) No third party shall have the right, under the Contracts (Rights of Third parties) Act 1999, to enforce any term of the Contract or these Terms.
ACCEPTANCE OF ORDER a) The Company will not accept an Order from the Buyer unless it is made in writing on the Buyer’s official order form or letterhead and received at the Company’s office by e-mail, post, facsimile transmission or hand carried. b) The Company will note a telephone instruction and may at its discretion, act upon such an instruction or await confirmation in writing as in 3a) above, before proceeding. c) No Order shall be binding on the Company unless and until accepted or confirmed in writing by the Company (including by e-mail or facsimile transmission.)
TITLE/RISK a) Notwithstanding that risk in the Goods shall pass to the Buyer when the Goods are despatched from the Company’s premises, the Goods remain the property of the Company until such time as full settlement of the cost has been made and until such time property shall not pass to the Buyer who shall hold and retain the same as the bailee of the Company. b) In the event that the Buyer shall sell or dispose of the Goods before property has passed to the Buyer in such a way as to pass title to a third party, the Buyer shall hold the proceeds for such Goods on a separate account on trust for the Company.
FORCE MAJEURE The Company shall not be liable for any cancellation of an Order (or any unfulfilled part thereof) or effecting partial delivery of performance thereof or for extending time for delivery, if it is prevented or delayed directly or indirectly, by any cause whatsoever beyond the Company’s reasonable control whether or not such cause existed at the time the contract was entered into or was forseeable. The Company shall have the right to cancel an Order if, due to circumstances beyond its control, it is prevented from carrying out the delivery of the Goods for more than 3 months.
DELIVERY a) The Company will make every effort to meet any time or date requested for delivery but shall not be liable to the Buyer or any third party for the consequences of any delay. Time for delivery shall not be of the essence of the contract. b) Where a period is specified for delivery, and such period is not extended by mutual consent in writing, the Buyer shall take delivery immediately the Goods are ready for despatch. c) The Company will arrange for the transport of the Goods to the Buyer’s place of business (or to such other premises as the Buyer may request in writing) and will insure the Goods while in transit. d) All charges for transport and for special packing or handling and for insurance in transit are payable by the Buyer in addition to the quoted price and all such charges will be met by the Buyer in accordance with paragraph 8(b).
ACCEPTANCE ON DELIVERY a) The Buyer shall inspect the Goods immediately upon delivery, and shall within seven days thereafter give notice in writing to the Company of any major defect by reason whereof the Buyer alleges that the Goods are not in accordance with the Order. b) If the Buyer shall fail to give such notice, the Goods shall be deemed to be in all respects in accordance with the Order and the Buyer shall be deemed to have accepted them and be bound to accept and pay for the same accordingly.
PAYMENT AND PRICE a) Invoices will be submitted upon shipment and are payable net within thirty days thereof. All prices quoted by the Company are exclusive of Value Added or such other like Sales Tax. b) Prices may be varied by the Company at any time between the date upon which the Order is placed by the Buyer and the Goods are despatched to the Buyer by the Company, subject to any current price legislations and the Buyer shall be charged with the prices ruling at the date of despatch. c) In the event of increase in price the Company will notify the Buyer of such increase and unless the Buyer informs the Company in writing within 28 days of such notice, that the Buyer requires to cancel the Order or the Contract, the Buyer shall be deemed to have accepted the price increase.
EXPORTS Subject to clause 4, all export terms are ex-works packing, carriage, f.o.b. expenses and all other costs of transfer will be charged extra, at cost. All export Orders are accepted subject to the obtaining of export licences where necessary. If the Buyer is subject to import controls at destination, the Company must be advised, with relevant references, that the Buyer has obtained all necessary import documentation at destination. In addition certain documents may be required to support the Company’s application for export licences, (where necessary), an Order cannot be processed until the relevant documents are lodged with the Company.
WARRANTY a) The Company warrants only that the Goods supplied by the Company shall be free of defects in materials and workmanship under conditions of normal use and service and that such Goods if returned to the Company within one year of despatch by the Company and are accepted by the Company as defective in materials will be replaced provided always that: (i) The Company is promptly notified within the aforesaid one year of the defect and the Company has indicated the manner in which the Goods should be returned. (ii) Subject to (i) above the Goods are promptly sent to the Company. (iii) The Buyer shall bear the cost of the transportation of the goods subject to (i) above, such transportation to be at the Buyer’s risk. The Buyer is reminded that great care is required in the packaging and transportation of the Company’s equipment. b) The warranty contained in clause 10(a) hereof does not extend to Goods which have been repaired by personnel other than those employed by the Company or approved by the Company in writing or if failure of the Goods or any part thereof is in the opinion of the Company due to accident, neglect, misuse, improper maintenance or installation or causes other than ordinary use. c) In the event of replacement or repair by the Company under clause 10(a) the warranty contained therein shall apply to the Goods so replaced or repaired but shall not extend beyond the period ending one year from receipt by the Buyer of the replacement or repaired Goods. d) At the Buyer’s request the Company may at its sole discretion also repair and replace Goods outside the scope of warranty for as long as they are generally available at its published prices, but this shall not be deemed to imply any warranty as to the fitness of any of the Goods so supplied. e) Goods are supplied strictly on the terms that the Buyer has satisfied itself of their suitability to the Buyer’s purposes and the Company gives no warranty as to the fitness for a particular purpose. f) Save as expressly provided in these Terms and subject to clause 11(c) below, all warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent
LIMITATION OF LIABILITY a) Subject to Clause 10 above, the Company’s liability for any loss or damage arising directly from any alleged defects in the Goods shall be limited to a maximum value of one million pounds (£1,000,000). b) The Company shall not be liable for any consequential loss including loss of profits or loss of contract. c) Nothing in these Terms shall exclude or limit the Company’s liability for death or personal injury caused by the negligence of the Company or it’s servants, employees or agents.
TERMINATION If the Buyer shall make default in or commit a breach of any of its obligations to the Company (whether under the Contract or otherwise) or if the Buyer shall make any arrangement or composition with creditors or commit any act of bankruptcy, or if the Buyer (being a limited company) shall go into liquidation, or if a receiver of the Buyer’s undertaking and property or assets or any part thereof shall be appointed, then and in any such event the Company shall have the rights forthwith to terminate the Contract and/or any other Contract then subsisting with the Buyer upon written notice of such termination being posted to the Buyer’s last known address, any such Contract shall be terminated without prejudice to any claim or right that the Company may otherwise make or exercise.
PATENTS In the event that any action is brought against the Buyer by any third party because it is alleged that the Goods infringe any letter patent or registered design in the United Kingdom, the Buyer will immediately give notice in writing to the Company of such action and thereupon the Company shall have the absolute control of the defense of such action and may if the Company so desires settle upon such terms as the Company may agree.
INDEMNITY The Buyer will indemnify and keep indemnified the Company and its successors in title against loss or damage resulting from inadequate or improper installation and use of the Goods, unless specifically caused by the negligence of the Company or its agents when clause 11(a) above shall apply.
CANCELLATION In the event that the Buyer cancels all or part of an Order, the Buyer shall pay for all delivered Goods and such work as may have been done by and/or for the materials used by the Company, together with such sums as the Company may certify to be their loss of profit and all other costs, charges and expenses reasonably incurred by the Company. [Any defect(s) in the delivery or part of an order shall not be a ground for cancellation of the remainder of the order.]
AUTHORITY Where in these Terms there is provision for their variation by the agreement in writing of the Company such agreement shall only be valid if signed by a Director of the Company.
NOTES AND HEADINGS The marginal notes and paragraph headings hereto shall not affect the construction of these Terms.
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