In these conditions:
1.1 “Customer” means the person or organisation named in the Quotation to whom the Supplier has agreed to supply the Products (if any) in accordance with these conditions
1.2 “Contract” means the Contract for the supply of the Products
1.3 “Products” means the Products including but not limited to computer aided design technical support and any parts for such Products which the Supplier is to supply in accordance with these conditions
1.4 “Payment” means cleared funds in the Supplier’s nominated bank account
1.5 “Quotation” means the Supplier’s Quotation for the supply of the Products (if any) to which these conditions are appended
1.6 “Supplier” means M Lambourne Ltd (registered in England under number 1095706)
1.7 “Writing” means any form of written or printed communication and includes telex, cable, facsimile transmission and email
1.8 Any reference in these conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended re-enacted or extended at the relevant time
1.9 The headings in these conditions are for convenience only and shall not affect their interpretation
2.1 The Supplier shall supply the Products to the Customer subject to these conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which the Quotation is accepted or purported to be accepted by the Customer.
2.2 No variation to these conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Supplier
2.3 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in Writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profits) costs (including the cost of all labour and materials used) damages, charges and expenses incurred by the Supplier as a result of cancellation
2.4 The Supplier’s employees agents and Contractors are not authorised to make any representations concerning the Products unless confirmed by the Supplier in Writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
2.5 Any advice or recommendation given by the Supplier or its employees or agents to the Customer or its employees or agents as to the storage, application or use of any Products which is not confirmed in Writing by the Supplier is followed or acted upon entirely at the Customer’s own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in sales literature, Quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3.1 The supply of the Products shall be provided in accordance with the Quotation and the quantity, quality and description of and any specification for the Products shall be those set out in the Quotation
3.2 The Supplier reserves the right to make any changes to the specification of the Products which are required to conform with any applicable safety or other statutory requirements which do not materially affect the nature, quality or performance of the Products
4.1 The price of the Products shall be the Supplier’s quoted price and charges. All prices and charges quoted are valid for thirty days only or until earlier acceptance by the Customer
4.2 The Supplier reserves the right, by giving notice to the Customer at any time before the Products are completed and ready for delivery, to increase the price of the Products to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture) any change in the delivery dates, quantities or specifications for the Products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
4.3 All prices and charges quoted to the Customer for the supply of the products are exclusive of any Value Added Tax for which the Customer shall be additionally liable at the applicable rate at time of invoicing.
4.4 Except as otherwise stated under the terms of the Quotation and unless otherwise agreed in Writing between the Customer and the Supplier, prices quoted for any Products are given by the Supplier on an ex-works basis and where the Supplier agrees to deliver the Products to the Customer’s principal trading address or elsewhere, the Customer shall be liable to pay the Supplier’s charges for transport, packaging and insurance.
5.0 Terms of Payment
5.1 The Customer shall pay the Supplier in accordance with the payment terms stated on the Supplier’s Quotation
5.2 The time of payment shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Customer fails to make any payment on a due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
5.4 Cancel the Contract suspend any further deliveries to the Customer or cease work on the Contract
5.5 Charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 5% per annum above the Bank of England base rate from time to time until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
6.0 Delivery of Products
6.1 Unless otherwise agreed in Writing the Customer shall be responsible for the provision of any equipment and labour necessary for off loading the Products on site at its own cost and shall be liable for any damage howsoever caused
6.2 If the Customer fails to take delivery of any Products or fails to give the Supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Supplier’s fault) then without prejudice to any other right or remedy available to the Supplier, the Supplier may:
6.2.1 Store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or
6.2.2 Sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
6.3 Any dates quoted for delivery of the Products are approximate only and the Supplier shall not be liable for any delay in the delivery of the Products howsoever caused. The time for delivery shall not be of the essence of the Contract unless previously agreed by the Supplier in Writing. If the Supplier fails to deliver the Products for any reason other than any cause beyond the Supplier’s reasonable control or the Customer’s fault and the Supplier is accordingly liable to the Customer the Supplier’s liability shall be limited to the excess, if any, of the cost to the Customer (in the cheapest available market) of similar Products to replace those not delivered over the charge the price of the Products.
7.1 The Products will be carefully inspected and, where practicable, submitted to the Supplier’s standard tests prior to despatch. If tests other than those specified in the Quotation or tests in the presence of the Customer or its representative are required, these will be charged for. In the event of any delay on the Customer’s part in attending such tests or in carrying out any inspection required by the Customer after seven day’s notice that the Supplier is ready, the tests will proceed in the Customer’s absence and shall be deemed to be made in the Customer’s presence.
8.0 Risk and Property in Products
8.1 Risk of damage to or loss of any Products shall pass to the Customer at the time of delivery to the Customer’s nominated address or, if the Customer wrongfully fails to take delivery of the Products, the time when the Supplier has tendered delivery of the Products. If the Customer arranges its own transport the risk of damage to or loss of the products shall pass to the Customer immediately prior to commencement of loading on the Customer’s transport.
8.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these conditions, the property in the Products shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Products and of its charges for any associated services.
8.3 Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as the Supplier’s fiduciary agent and bailee and shall keep the Products properly identified as the Supplier’s property.
8.4 Until such time as the property in the Products passes to the Customer the Supplier shall be entitled at any time to require the Customer to deliver up the Products to the Supplier and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Products is stored and repossess the Products.
8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Supplier, but if the Customer does so, all monies owing by the Customer to the Supplier shall (without prejudice to any other right to remedy of the Supplier) forthwith become due and payable.
9.0 Property in designs and tooling
9.1 Designs, sketches, layouts and other documents made or produced by the Supplier are submitted in confidence and unless otherwise agreed in Writing they and the copyright in them will remain the property of the Supplier.
9.2 Jigs, tools and Products provided by the Supplier remain the Supplier’s property whether or not a charge is made towards the cost of their provision unless the Customer has placed a specific order for the same which the Supplier has accepted.
10.1 Subject to the conditions set out below the Supplier warrants to the Customer that the Products will be manufactured and supplied using reasonable care and skill and, as far as reasonably possible, in accordance with the Quotation and at the intervals and within the times referred to in the Quotation and that the Products will correspond with its specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from the date of initial use or seven months from despatch from the Supplier’s premises, whichever is the first to expire.
10.2 The warranty is given by the Supplier subject to the following conditions:
10.3 The Supplier shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Customer;
10.4. The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in Writing) misuse or alteration or repair of the Products without the Supplier’s approval;
10.5 The Supplier shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products and charges for any associated service has not been paid by the due date for payment;
10.6 The above warranty only extends to parts, materials or Products supplied by the Supplier
11.0 Liabilities of the Supplier
11.1 Subject as expressly provided in these conditions, and except where any Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.2 Except in respect of death or personal injury caused by the Supplier’s negligence the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees, agents or otherwise) which arise out of or in connection with the provision the supply of the Products or its use by the Customer and the entire liability of the Supplier under or in connection with the Contract shall not exceed the Supplier’s charge for the price of the Products given in the Quotation, except as expressly provided in these conditions.
11.3 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Supplier’s obligations in relation to the service or the Products, if the delay or failure was due to any cause beyond the Supplier’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control:
11.4 Act of God, explosion, flood, tempest, fire or accident; War or threat of war, sabotage, insurrection, civil disturbance or requisition;
11.5 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any Governmental, Parliamentary or local authority
11.6 Import or export regulations or embargo.
11.7 Strikes, lock outs or other industrial actions, or trade disputes (whether involving employees of the Supplier or of a third party);
11.8 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
11.9 Power failure or breakdown in machinery
12.0 Insolvency of Customer
12.1 If the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or being an individual or firm becomes bankrupt or being a company goes into liquidation otherwise than for the purposes of amalgamation or reconstruction; or
12.2 Any encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer; or the Customer ceases or threatens to cease to carry on business; or
12.3 The Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly then without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if any Products have been delivered or services been provided but not paid for the price of Products and charge for service shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.
13.0 Export Terms
13.1 Where Products are supplied for delivery outside the United Kingdom the provisions of this clause shall (subject to any special terms agreed in Writing between the Customer and the Supplier) apply notwithstanding any other provision of these conditions
13.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination obtaining all necessary export licences, clearances and other consents therefor and for the payment of any duties thereon.
13.3 Unless otherwise agreed in Writing between the Customer and the Supplier the Products shall be delivered FOB to the air or sea port of shipment and the Supplier shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979. If some other place for delivery is agreed by the Supplier the Products shall be delivered to the Customer at that place. The Customer shall do all acts and things necessary to arrange or assist the Supplier in arranging insurance and transport for the Products. The Products shall be insured for a sum of at least 10% in excess of the price of the Products. All costs and expenses incurred by the Supplier in transporting purchasing and insuring the Products shall be charged to the Customer at cost to the Supplier plus an administration charge of 10% of that cost.
14.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in Writing addressed to that other party to its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and sent by registered post or recorded delivery.
14.2 No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision
14.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
14.4 The laws of England shall govern the Contract and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.
TAIL LIFTS • RATCLIFF • RAY SMITH • ROSS + BONNYMAN • RICON •DHOLLANDIA • PLS SHUTTERS • HENDERSON • WHITING • DOVER • BODIGARD • VANGUARD
REGISTERED IN ENGLAND NO. 1095706. REGISTERED OFFICE AS ABOVE
LAMBOURNES: 24 HOUR TAIL LIFT SERVICES