Terms and conditions for the sale of goods
1. Application of Terms and Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller; and
1.2 Unless otherwise agreed these Terms and Conditions shall govern the Contract to the exclusion of any other Terms and Conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Calendar Day” means any day of the year;
“Contract” means the contract for the purchase and sale of the Goods under these Terms and Conditions;
“Purchase Order/Order” means the written details of the Contract;
“Price” means the price stated in the purchase order payable for the Goods;
“Delivery Date/s” means the date/s on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions;
“Month” means a calendar month;
“Seller” means LEW Techniques Ltd, a company registered in England under 879810 of Cook Way, Taunton, Somerset, UK, TA2 6BG and includes all authorised employees and agents of LEW Techniques Ltd.
2.2 In “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. Basis of Sale
3.1 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.2 Sales literature and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No Contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Buyer by whichever is the earlier of:
the Seller’s written acceptance;
delivery of the Goods; or
the Seller’s invoice.
3.3 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller.
4.2 The specification for the Goods shall be that set out in the Seller’s quotation.
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
4.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance, unless agreed with the Buyer.
4.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.
5.1 The price of the Goods shall be the price listed in the Seller’s quotation or such other price as may be agreed in writing by the Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods the price quoted shall be valid for 30 days only or such a time as the Seller may specify.
5.3 The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller reasonable information or instructions.
5.4 Except as otherwise stated under the terms of any quotation of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are exclusive of the Seller’s charges for packaging and transport.
5.5 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods.
6.2 Credit terms are strictly net monthly, that is, payment to be received on or before the last day of the month following the month of delivery, unless terms have been otherwise agreed between the Seller and the Buyer. If any part of the total outstanding becomes overdue, the Seller reserves the right to request payment of the whole sum outstanding.
6.3 Payment on a pro-forma basis must be paid before Goods are delivered.
6.4 For late payments a charge may be levied at a rate of 1.5% per month or part thereof.
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified in the Buyer’s order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.
7.2 The Delivery Date shall be previously agreed by the Seller in writing and cannot be changed without agreement of the Seller.
7.3 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 8.1 risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
8. Risk and Retention of Title
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or
in the case of Goods to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
9.1 The Seller may not assign the Contract or any part of it to any person, firm or company without the prior written consent of the Buyer.
9.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
10. Right to Return non-conforming Goods and to Receive Replacements or a Refund
10.1 If the Goods do not conform with the specification of the order, the Buyer may return the Goods to the Seller and obtain replacements or a refund of the price of the returned Goods, provided:
the Buyer informs the Seller of the discrepancy within 14 Calendar Days of delivery of the Goods; and
The Goods are returned in their original condition; and
The Seller confirms the non-conformance.
10.2 While the Goods remain in the Buyer’s possession the Buyer is under a duty to ensure that the Goods are kept safe and secure.
10.3 The statutory rights of the Buyer are unaffected.
The Seller provides no additional guarantees.
12. Confidentiality, Publications and Endorsements
12.1 The Buyer will regard as confidential the Contract, engineering drawings, specifications and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default.
12.2 The Buyer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor.
12.3 The Buyer will use all reasonable endeavours to ensure compliance with this Clause by its employees, servants and agents.
12.4 The provisions of this Clause shall survive the termination of the Contract.
13.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth business day following mailing, if mailed by airmail, postage prepaid.
13.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
14. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations, where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
17. Third Party Rights
A person who is not a Party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
18. Consumer Rights
The provisions of these Terms and Conditions are in addition to and do not affect the Buyer’s statutory rights as a consumer.
19. Law and Jurisdiction
19.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
19.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.