1.Interpretation In these Conditions
Customer - shall mean the Customer whose particulars appear on invoice
Seller - shall mean Ledtroniks Ltd
Goods - shall mean any Goods (or instalment or part thereof) howsoever ordered by the Customer from the Seller
2.Basis of Sale
These Conditions of Sale together with such conditions as are to be implied by law form the entire agreement between the Customer and Seller and may only be varied in writing by an officer of the Seller. Any alleged verbal representations or collateral contracts shall be of no effect unless complying with the requirements of this clause
3.Price of Goods
Prices quoted are exclusive of VAT. carriage and installation and remain valid for a period of 30 days.
4.1 Payment is due in cash with order or against a pro-forma invoice.
4.2 Where payment is not made by the due date, regardless of its other remedies, The Seller shall be entitled to charge interest. Interest will be calculated as per the 'Late Payments of Commercial Debts Regulations 2002', and any amendments to said legislation thereafter.
4.3 If any payment is dishonoured or countermanded by the Customer, the Seller shall have the right to charge the Customer an administration fee.
5.1 Any delivery date quoted is in good faith, but the Seller shall not be responsible for any delay in delivery of the Goods howsoever caused. Time of delivery shall not be of the essence.
5.2 The Seller shall be entitled to make delivery by instalments, and to invoice the Customer separately for each instalment.
5.3 Any failure by the Customer to accept delivery (save upon such grounds for rejection as are specified in the law relating to the Sale of Goods) shall be deemed to be a breach of contract.
6.Risk and Title to the Goods
6.1 The Goods are at the risk of the Customer from the time or delivery.
6.2 Ownership of the Goods shall not pass to the Customer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
- 6.2.1 The Goods.
- 6.2.2 And all other sums which are or which become due to the Seller from the Customer on any account.
6.3 Until ownership of the Goods has passed to the Customer, the Customer must:
- 6.3.1 Hold the Goods on a fiduciary basis as the Seller's bailee.
- 6.3.2 Store the Goods (at no cost to the Seller) separately from all other Goods of the Customer or any third party in such a way that they remain readily identifiable as the Seller's property.
- 6.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
- 6.3.4 Maintain the Goods in satisfactory condition insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Customer shall produce the policy of insurance to the Seller.
- 6.3.5 Hold the proceeds of the insurance referred to in condition.
- 6.3.6 On trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
- 6.4.1 Any sale shall be effected in the ordinary course of the Customer's business at full market value and the Customer shall hold such part of the proceeds of sale as represent the amount owed by the Customer to the Seller on behalf of the Seller and the Customer shall account to the Seller accordingly.
- 6.4.2 Any such sale shall be a sale of the Seller's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.
- 6.4.3 The Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
- 6.3.4 The Customer suffers or allows any execution, sequestration allows any execution, sequestration whether legal, or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/ its obligations under these Conditions or any other contract between the Seller and Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; and/or
- 6.3.5 The Customer encumbers or in any way charges any of the Goods.
6.5 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
6.6 The Customer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.
7.Warranties and Liability
7.1 In addition to all warranties implied by Statute, the Seller warrants that the Goods shall correspond with their written specification (if any) at the time of delivery, and will be free from material defects in materials and workmanship for a period or 12 months from delivery, provided that:
- 7.1.2 The Seller shall be under no liability for any defect arising from any drawing, design, specification or stipulation of the Customer.
- 7.1.3 The Seller shall be under no liability in respect or any defect or lack of performance arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Seller's instructions or misuse, alteration or repair of the Goods without the Seller's approval.
- 7.1.4 If the Goods are not or the Seller's manufacture, but ordered for the Customer from a 3rd party, the warranty shall be that manufacturer's warranty or such warranty as is implied by law, whichever shall be longest.
- 7.1.5 The Seller shall be under no liability if the full purchase price for the Goods has not been paid by the due date.
7.2 Any claim by the Customer arising from a patent defect in the Goods shall be notified to the Seller in writing within 7 days of delivery. Any claim arising from a latent defect shall be made within 14 days of the defect becoming apparent.
7.3 Where the Seller accepts a claim made by the Customer in respect of the Goods. The Customer's right shall be to a full or partial refund or replacement, at the Seller's option. In no circumstances shall the Seller have any further liability, save nothing herein contained shall exclude any liability on the Seller for death or personal injury arising from the negligence of its employees or agents. In no other circumstances will the Seller be responsible for any consequential losses arising from the Goods or their delivery or late delivery.
7.4 The Customer is responsible for ensuring that the Goods are suitable for the purpose for which it intends to use them. The Seller's representatives do not offer advice on the use to which Goods are to be put.
Without prejudice to any other right or remedy, the Seller shall be entitled to suspend forthwith further performance and/or terminate contractual relations with the Customer if the Customer is in breach of any of these Conditions.
9.1 If any term of these Conditions prove illegal or unenforceable in whole or part, such term shall be deemed excised from these conditions without effect upon the validity of the remainder of these Conditions.
9.2 These Conditions and the contract between the Customer and Seller shall be governed by the laws of England, and the English Courts shall have exclusive jurisdiction.