Your attention is drawn in particular to the provisions of clause 10.
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6.
Contract: the contract between us and you for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from us.
Force Majeure Event: has the meaning given in clause 11.
Goods: the goods (or any part of them) set out in the Order.
Order: your order for the Goods, as set out in your purchase order form.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing between you and us.
Us, we, our: means Lasered Components Limited, who registered office is at Lewis House, Great Chesterford Court, Great Chesterford, Essex, CB10 1PF, ,registered in England and Wales with company number 03494244
You: you, as you engaging our services to provide you with the Goods.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(c) A reference to writing or written includes faxes and emails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms, including your own and you shall not seek to impose or incorporate your contract terms on this Contract, or any which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by you to purchase the Goods in accordance with these Conditions. You acknowledge in instructing us that you are solely
responsible for ensuring that any applicable Specification submitted by you is complete and accurate, and we offer no advice on the design, accuracy and general working order of the Specification you provide us with.
2.3 Your Order shall only be deemed to be accepted when we confirm to you in writing that we accept your Order, and at such point, the Contract shall come into existence. You shall not be able to cancel or amend the Order after this time.
2.4 The Contract constitutes the entire agreement us and you. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made, or advice we have given, including on the Specification, which is not set out in the Contract.
2.5 Any quotation given by us to you for the Order is based on the information you give us from the outset (“Quotation”). Any Quotation we give for the Goods shall not constitute an offer. A Quotation shall remain valid for the period of days as stated on the quotation document. We reserve the right to change the Quotation provided to you at any time, including in the event the Specification changes from the time the Quotation is given.
3. GOODS
3.1 The Goods are described in your Order and as further outlined by the Specification that you submit with it. The Specification shall only be accepted as part of the Order if it is emailed at the same time as the Order and is in a format we recognise for the purposes of manufacturing the Goods required in the Order.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirements, although we shall inform you at the earliest opportunity if this is required.
4. DELIVERY
4.1 We shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and our reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if we require you to return any packaging materials to us, that fact will be clearly stated on the delivery note.
4.2 When the Order is ready, you shall collect the Goods from our premises at 25-31 Warner Drive, Springwood Industrial Estate, Braintree, Essex, CM7 2YW (Delivery Location) within 7 Business Days of us notifying you that the Goods are ready, unless otherwise agreed. In the event the Goods are not collected within this time, we reserve the right to charge a fee for storage of the Goods, in accordance with clause 4.8 below.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location, subject to clause 4.4 below.
4.4 We may offer, at our sole discretion, a delivery service to your chosen premises (Customer Delivery Location). In such circumstances, we will advise you of the costs to do this before delivering the Goods to the Customer Delivery Location.
4.5 In the event that our courier or delivery transport arrives at the Customer Delivery Location and is unable to deliver the Goods due to non-attendance by you, the Goods shall be returned to us, and the cost of arranging redelivery shall be borne by you.
4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to collect from the Delivery Location in accordance with clause 4.2 above, or if you fail to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.8 If you fail to take delivery of the Goods, whether at the Customer Delivery Location or at the Delivery Location within 7 Business Days of us notifying you that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 8th Business Day after the day on we notified you that the Goods were ready; and
(b) we shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance),which in the first instance shall be 20% of the price of the Goods (as defined in
clause 8.1) for each week that the Goods remain undeliverable at the Customer Delivery Location on the first occasion or at the Delivery Location uncollected by you (Storage Charge). For larger Orders we reserve the right increase the Storage Charge without notice to you. During this time, we may choose to insure the Goods at the Delivery Location after the 7 Business Days, and we reserve the right to charge you for any additional insurance costs we incur (Insurance Charge).
4.9 We strive to provide you with the number of Goods you require, however in the event that the Goods are not as you ordered, you shall not be entitled to reject the Goods if we deliver up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from you that a different quantity of Goods was delivered.
4.10 We reserve the right to deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
5. QUALITY
5.1 We warrant that on delivery the Goods shall conform with the Specification, in line with the British Steel guidelines for flatness, tolerance and thickness, subject to the exclusions set out in 5.3 and 5.4 below.
5.2 You shall be responsible for inspecting the Goods immediately upon delivery of the Order, or in the event of the Goods being delivered to the Customer Delivery Location, upon receipt of those Goods. You shall inspect the Goods upon delivery of the Order and notify us of any complaint by email within 48 hours of delivery.
5.3 In the event you file a complaint in accordance with paragraph 5.2 above, we shall be given a reasonable opportunity to examine the Goods. If the Goods are, in our opinion due to either we have used the incorrect steel or defective attributable to our manufacturing procedure; we shall, at our own option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4 We shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) you make any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the Goods are within reasonable margins and deficiency ranges as outlined in the British Steel guidelines, compared to your Specification;
(c) you use the Goods before carrying out an inspection as required in clause 5.2;
(d) the defect arises because you failed to follow our oral or written instructions as to the storage and maintenance of the Goods or (if 3
there are none) good trade practice regarding the same;
(e) the defect arises as a result of us following any drawing, design or Specification supplied by you;
(f) you alter the Goods at any time following delivery, or sell them on to a third party;
(g) if you rely on any general advice that we may have given to you about the materials used for your Goods;
(h) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(i) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 Except as provided in this clause 5, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by us, if applicable.
6. TOLERANCES AND TESTS
We will supply you, upon your request, with any information we receive from the manufacturer regarding gauges, weights, chemical composition, analysis and quantities and sizes it provides us with. We make no assurance as to the reliability of that information and such information given shall not be relied upon as advice given to you by us in any way whatsoever.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to you on completion of delivery in accordance with clause 4 above, which is either:
(a) upon your collection of the Goods onto your vehicle used for delivery from the Delivery Collection; or
(b) in the case of us agreeing with you to deliver the goods to you, from the point the Goods leave our vehicle on reaching your premises.
7.2 Title to the Goods shall not pass to you until:
(a) we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due; and
(b) you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to you, you shall:
(a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify us immediately if it becomes subject to any of the events listed in clause 9.2; and
(e) give us such information relating to the Goods we may require from time to time.
7.4 Subject to clause 7.5, you may resell or use the Goods in the ordinary course of its business (but not otherwise) before we receives payment for the Goods. However, if you resell the Goods before that time:
(a) you do so as principal and not as our agent; and
(b) title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.
7.5 If before title to the Goods passes to you becomes subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy we may have:
(a) your right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) we may at any time:
(i) require you to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if you fail to do so promptly, enter any premises of you or of any third party where the Goods are stored in order to recover them.
8. PRICE AND PAYMENT
8.1 The price of the Goods shall be price set out in the Order, which shall be based on the last Quotation given to you from us, unless otherwise stated to you by us, either in writing or otherwise.
8.2 We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials (including steel costs) and other manufacturing costs);
(b) any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or 4
(c) any delay caused by any instructions of you or failure of you to give us adequate or accurate information or instructions.
8.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). You shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8.4 The price of the Goods is quoted in pounds sterling unless otherwise stated.
8.5 We may invoice you for the Goods on or at any time after the completion of delivery.
8.6 You shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice referred to in 7.4 above, or in accordance with our prior agreed credit arrangement with you in accordance with clause 7.6 below (Credit Account). Payment shall be made to our bank account nominated in writing by us. Time of payment is of the essence.
8.7 In the event we agree to allow you to have a Credit Account with us, you shall ensure that:
(a) payment of any outstanding amount on the Credit Account is made in accordance with any agreed payment terms we agree with you in writing; and
(b) any demand we make for payment is made within 5 days of such a demand.
8.8 If you fail to make any payment due to us under the Contract by the due date for payment, or as agreed with us in relation to the Credit Account, then you shall pay interest on the overdue amount at the rate of 4% per annum above Barclay’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
8.9 We reserve the right stop taking any more Orders from you in the event that you any of the following occur:
(a) exceed the limit of your Credit Account with us;
(b) previous Orders remain unpaid; or
(c) any event occurs in accordance with clause 9 below.
8.10 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by you against any amount payable by us to you.
9. TERMINATION AND SUSPENSION
9.1 If you becomes subject to any of the events listed in clause 9.2, we may terminate the Contract with immediate effect by giving written notice to you.
9.2 For the purposes of clause 9.1, the relevant events are:
(a) You, if a company, suspend, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or you (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or you (being a partnership) has any partner to whom any of the foregoing apply;
(b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of you, other than for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or the solvent reconstruction of you;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;
(e) (being a company) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
(g) (being an individual) you are the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of you attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(a) to clause 9.2(f) (inclusive);
(j) you suspend, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) your financial position deteriorates to such an extent that in our ‘s opinion your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and 5
(l) (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
9.3 Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between you and us if you becomes subject to any of the events listed in clause 9.2(a) to clause 9.2(l), or if we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
9.4 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest.
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
9.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1:
(a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed twice the price of the Goods for the Order.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12. GENERAL
12.1 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
12.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to 6
amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 Variation. We reserve the right to vary our terms and conditions governing this Contract at any time, including the introduction of any additional terms and conditions, providing we give you written notice. Such terms shall be effective immediately upon notification from us to you by email.
12.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
12.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
