TERMS AND CONDITIONS
By submitting an order the Buyer is agreeing to the terms that appear below which will apply to any contract made with the Company.
(1) “The Company” means LPC Components Limited t/a Hedin Heaters.
(2) “The Buyer” means the person, firm, company, organisation or public authority which has agreed to purchase goods, materials or services or where such entity acts as an agent for another, such agent and such principal jointly and severally.
(1) Unless otherwise agreed in writing signed by a Director or other authorised officer in the Company, goods are supplied by the Company only on these conditions and no variation of or addition thereto (whether contained in any documents emanating from the buyer or made orally by any person acting or purporting to act on behalf of the Company) shall have effect. Should any of these conditions conflict with any conditions stated in the Buyer’s order then these conditions shall prevail. The giving by the Buyer of any delivery instructions for the goods or any part thereof or the acceptance by the Buyer of delivery of the goods or any part thereof, or any conduct by the Buyer in confirmation of the transaction set out on the basis hereof after receipt by the Buyer of this document shall constitute unqualified acceptance by the Buyer of these conditions.
(2) The company shall be deemed to accept the Buyer’s order only on the sending by the Company of whichever shall be the earliest of :
(a) Formal written acceptance or
(b) A despatch or collection advice note or
(1) The price payable for goods shall unless otherwise stated by the Company in writing be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the list price of the Company current at the date of delivery or deemed delivery and in the case of an order for delivery by instalments the price payable for each instalment shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the list price of the Company current at the date of delivery of such instalment. Any prices quoted by the Company are valid for a period of 30 days from the date of the quotation or until earlier acceptance by the Buyer unless otherwise stated, provided that such prices have not previously been withdrawn by the Company, after which time they may be altered by the Company without giving notice to the Buyer.
(2) Unless otherwise expressly stated to be firm for a period the Company’s prices are subject to variation to take account of any increase in the cost to the Company which is due to any factor beyond the reasonable control of the Company (such as, without limitation, significant increases in the costs of labour, materials and other costs of manufacture) calculated by using the British Electrotechnical & Allied Manufacturers Association (“BEAMA”) contract price adjustment clause and formulae. The Company reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the goods accordingly.
(3) The Company also 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 costs to the Company arising from any delay caused by any instructions of the Buyer or any failure of the Buyer to give the Company adequate information or instructions.
(4) The price for the goods shall be exclusive of value added tax and this will be charged at the applicable rate and recoverable by the Company in addition to the price.
(5) All invoiced price discrepancies must be notified by the Buyer to the Company within 7 days of the date of invoice.
4. TERMS OF PAYMENT
(1) Time of payment shall be determined by the method of payment selected and approved by the Company. This is either:
(a) Credit card, Debit Card or via Paypal (all of which will incur an additional 4% transaction fee)
(b) LPC Components Limited credit account. Payments due under credit accounts fall due in full 30 days from the last day of the month in which the invoice was raised.
(2) Credit card payment transactions are debited prior to despatch of goods.
(3) Unless otherwise agreed in writing between the Purchaser and the Company, the Company may invoice the Purchaser for the price of goods on or at any time after delivery of the goods, unless the goods are to be collected by the Purchaser or the Purchaser wrongfully fails to take delivery of the goods, in which event the Company shall be entitled to invoice the Purchaser for the price at any time after the Company has notified the Purchaser that the goods are ready for collection or (as the case may be) the Company has tendered delivery of the goods.
(4) Time for payment of the price shall be of the essence of the contract. Receipts for payment will only be issued on request.
(5) All payments payable to the Company under the contract shall become due immediately upon termination of the contract, despite any other provision of these Conditions.
(6) In the event that the Buyer fails to make payment in full by the due date, the Buyer’s right to discount (if any) shall be forfeited and the buyer shall pay interest on the amount outstanding at the rate of 4% above the current base rate of National Westminster Bank Plc for the time being calculated from day to day from the date upon which payment became due to the date of actual payment. In the event of the Buyer’s failure to pay on the due date as aforesaid the Company shall be entitled, at its absolute discretion, to withdraw credit facilities at any time by notice in writing to the Buyer and to suspend all further deliveries under this or any other contract with the Buyer and if such payment shall remain arrears for more than seven days after written demand shall be made therefore the Company shall have the right to sell to third parties the outstanding balance under this or any other contract and in any case without prejudice to any claim by the Company against the Buyer.
(1) The Company will use its best endeavours to deliver the goods on the date or dates specified in the order, but such dates are approximate dates only and not guaranteed and time for delivery is not of the essence of the contract. The Company shall not be liable in respect of any claim arising out of or in connection with a failure to meet such dates and such failure shall not entitle the buyer to repudiate or cancel the contract unless such failure shall have been caused by willful default or willful neglect of the Company.
(2) Unless otherwise agreed in writing signed by a director of the Company, the Company may make partial deliveries of goods ordered.
(3) In the event of delivery being delayed for a period of six months from the said date or dates by fire, flood or other natural event or war, invasion, hostilities (whether war has been declared or not) Civil war or unrest, rebellion, insurrection or military or usurped power or by any acts of foreign governments or by any statute, rules or regulations, order or requests issued by any government department or other duly constituted authority or from strikes, lock-outs, breakdown of plant or from any other cause (whether or not of a like nature) beyond the Company’s control either party may terminate the contract by notice in writing to the other.
(4) Delivery shall be deemed to take place either:
(a) On the physical handing over of the goods to the Buyer or to his designated carrier or agent or
(b) On consignment of the goods by the Company to the Carrier for delivery in the normal course of business or
(c) On the removal of the goods from the Company’s premises when the Company shall at the request of the Buyer, agree to transport the goods by its own transport or by carriers designated by the Company or
(d) Upon the placing of the goods in the Company’s own storage facilities either at the request of the Buyer or his failure or refusal to accept delivery.
(5) The risk in the goods shall pass to the Buyer on delivery as aforesaid and the Company shall incur no liability whatsoever for loss of or damage to the goods in transit or storage or for any loss or damage whether consequential of otherwise suffered by the Buyer as a result of the loss or damage to the goods in transit or storage unless the same shall be caused by the negligence of the Company in which event the Company’s liability shall be limited to the value of the goods.
(6) Non delivery of the goods shall be notified to the Company within seven days of the date of despatch indicated by the Company.
(7) The Company and (where relevant) the carriers must be notified within fourteen calendar days of receipt of the goods of any damage or shortage and the Buyer must retain for inspection any damaged goods or packaging. Photographic evidence of the damaged packaging clearly showing the delivery note must also be retained by the Buyer for inspection.
(8) The Company shall incur no liability whatsoever in the event of failure by the Buyer to notify the Company of non-delivery, damage or shortage as above.
6. DELIVERY BY INSTALMENTS
If the order is for delivery by instalments, the cancellation or rejection for any reason of any instalment shall not affect the remainder of the contract, each instalment being deemed to be a separate contract except in the case of cancellation by the Company for failure on the Buyer’s part to pay for goods as delivered as provided in Clause 4.
The Company may provide samples of goods to the Buyer on request. Samples will be charged for under the Company’s normal terms. With the prior written agreement of the Company, samples may be returned to the Company and provided they are returned in good condition (in the reasonable opinion of the Company), the Buyer will be credited in full for such samples.
(1) If for any reason the Buyer fails or refuses to accept delivery of the goods or any part thereof at the time when the goods are due and ready for delivery the Company may if its storage facilities permit store the goods and take reasonable steps to safeguard and preserve them until their actual delivery.
(2) Storage of the goods shall be at the Buyer’s risk and expense.
(3) If the Buyer shall fail to take delivery of the goods within twenty eight days of notification:
(a) that they are ready for delivery or
(b) that they have been put into storage or
(c) that storage facilities are no longer available
The Company shall have the right to sell, dispose of or otherwise deal with the goods and the Buyer shall be liable to the Company for all loss (including loss of profits) or damage which the Company shall suffer in consequence of the Buyer’s failure to take delivery of the goods or of such sale.
9. PRODUCT DIMENSIONS
Actual dimensions of the products may vary slightly from those specified in accordance with information published by the Company in relation to individual products from time to time (see specifications for individual products).
(1) Except by prior written agreement the Company will not accept the return of any standard goods ordered by the Buyer.
(2) Where the Company agrees to accept the return of any standard goods it will only accept those goods which are undamaged and in a marketable state.
(3) The Company will only accept the return of any standard goods upon the payment by the Buyer of a handling charge of a sum equivalent to twenty per cent of the total invoice price of those goods subject to a minimum charge of £25.
(4) The Company will in no circumstances accept the return of any modified goods.
In the event of the Buyer ordering non-standard goods or the Company supplying any goods which the Company defines as a “Prototype” or “Prototypes”, it is understood and agreed that the Company has had these goods manufactured and assembled or supplied in an attempt in good faith to achieve the design specifications or description of the goods described by the Buyer. The Company will not arrange for a life cycle test of the Prototypes unless it has previously agreed to do so in writing. Nor will, nor does, the Company make any representation, guarantee or warranty that such Prototype will successfully perform to the Buyer’s standards (whether notified or not) in the end product into which the Prototype is incorporated. All Prototypes are offered for testing and acceptance by the Buyer. Any subsequent order for the supply of production quantities of goods previously prototyped by the Company will be deemed to have been tested and accepted, as to design and performance standards by the Buyer. Further, since Prototypes are frequently hand-assembled in laboratories by the manufacturer from “on-hand materials”, as opposed to assembly methods for factory production, there may be differences between production units and Prototypes in assembly methods and material sizes and types. The Company will, upon the request of the Buyer at any time prior to delivery of the production units, provide such further information as is available to the company as to the assembly and material differences between the prior “Prototype” and the production unit. If differences are present the Buyer must notify the Company within 7 days, the Buyer shall be responsible for testing and acceptance of production units which vary from “Prototypes”.
(1) Goods sold by the Company are warranted free from defect in materials and workmanship for a period of six months (unless otherwise stated in writing) from the date of delivery.
(2) Unless the Buyer notifies the Company of any such defects in materials or workmanship within six months of the delivery of the goods this warranty shall not apply. If such notification is given and the goods are found to be defective then the Company will repair or (at its option) replace the defective goods. PROVIDED THAT this warranty shall not apply to any goods:
(a) which have been tampered with in any way outside the Company’s premises or
(b) which have been stored in unsuitable conditions for an excessive period or
(c) have been subject to misuse, negligence or accident.
13. INTELLECTUAL PROPERTY
(1) The Company reserves unrestricted rights of ownership and copyrights on its quotations, drawings and other documents. These must not be made available to third parties. Drawings and other documents forming part of quotations must be returned to the Company immediately upon request if the Buyer does not place an order with the Company.
(2) The Buyer will indemnify the Company and any Supplier of the Company in respect of all losses claims costs and expenses which are suffered by any such person arising from any infringement of the rights of any third party in relation to goods manufactured by the Company or by the Company’s Suppliers, arising from the actions of the Buyer.
14. LIMITATION OF LIABILTY
(1) Subject as expressly provided in these Conditions, and except where the goods 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.
(2) Where a valid claim in respect of any of the goods which is based on a defect in the quality or condition of the goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company may, at its option, repair or replace the goods (or the part in question) free of charge, or at the Company’s sole discretion, refund to the Buyer the price of the goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Buyer.
(3) Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable whether in contract, tort or otherwise to the Buyer by reason of any representation (unless fraudulent) or any warranty, condition or other term implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979). The Company shall not bear any liability for any indirect, special, economic or consequential loss or damage (whether for loss of profit, loss of use, loss of production, loss of contract or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with supply of the goods or their use or resale by the Buyer.
15. PRODUCT LIABILTY
Where the Company’s goods are incorporated in or form a component part of any further product (“the subsequent product”) to be manufactured, assembled or produced by the Buyer or by any person with whom the Buyer shall contract for that purpose, the Buyer shall:
(a) ensure that all instructions or guidelines given or published from time to time by the Company in relation to the incorporation installation connection and / or use of the Company’s goods are strictly adhered to and
(b) ensure that adequate instructions are given for the safe installation and / or use of the subsequent product so that the same are brought to the notice of all likely users thereof and
(c) Indemnify the Company against all liability, proceedings, costs, claims, demands and expenses in respect of any injuries loss or damage howsoever arising from the use of the subsequent product to whomsoever caused.
16. DEFAULT OR INSOLVENCY OF BUYER
(1) If the Buyer defaults in any way in its commitments with the Company or suffers any distress or execution upon its property or assets or makes or offers to make any arrangements or composition with its creditors or commits an act of bankruptcy or is the subject of an administrative order or has a Receiver appointed over all or a substantial part of its assets or a resolution passed or petition filed for winding up then the Company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order or to withhold or suspend delivery.
(2) In the event of an order being cancelled by the Company in the above circumstances or being cancelled by the Buyer the Buyer shall indemnify the Company against all loss (including profits) costs (including labour, materials and overheads) and all other expenses and damage incurred by the Company in connection with the order and its cancellation (the Company giving credit for the value of any materials sold or utilised for other purposes).
17. RETENTION OF TITLE
(1) Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions the title in the goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the goods, and all other goods agreed to be sold by the Company to the Buyer for which payment under the same contract is then due.
(2) Until such time as the title in the goods passes to the Buyer, the Buyer shall hold the goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property, but shall be entitled to resell or use the goods in the ordinary course of its business.
(3) Until such time as the title in the goods passes to the Buyer (and provided the goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to deliver up the goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.
(4) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company.
(5) As the insurable risk in the goods shall pass to the Buyer as soon as the goods are delivered to him or to his order and pending disposal the Buyer shall keep the goods insured in the amount of the price at which the goods are sold to the Buyer against all insurable risks.
(6) If goods are destroyed by an insured risk prior to the same being paid for by the Buyer, the Buyer shall receive the proceeds of any such insurance as trustee for the Company.
18. GOODS SOLD F.O.B.
Where goods are sold f.o.b. the responsibility of the Company shall cease immediately the goods are placed on board ship and the Company shall be under no obligation to give the Buyer the notice specified in sub-section 32(3) of the Sale of Good’s Act 1994 c.35.
19. ENGLISH LAW
Every contract to which these Terms and Conditions shall apply be construed in accordance with and governed in all respects by the Laws of England and the Company and the Buyer submit irrevocably to the jurisdiction of the English Court.
20. VARIATION OF CONDITIONS.
No variation to these conditions shall be binding upon the Company unless agreed in writing by the Company.
(1) Each right or remedy of the Company under the contract is without prejudice to any other right or remedy of the Company whether under the contract or not.
(2) A notice required or permitted to be given by either party to the other under these Conditions shall be in writing and addressed to that other party at 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. Notices shall be deemed to have been received (i) if sent by prepaid first class post, 2 days after posting; (ii) if delivered by hand on a working day prior to 4:00pm, on the day of delivery and otherwise on the next working day; (iii) if sent by facsimile on a working day prior to 4:00pm, at the time of transmission and otherwise on the next working day.
(3) No waiver by the Company of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
(4) If any provision of these Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.
1. To help the Company ensure the best possible service telephone calls may be recorded.
2. In assessing the Buyer’s request for delivery of goods from the Company the Company may make enquiries about the Buyer including searching records held by organisations like Experian and Equifax and credit reference agencies. The Company may also check details held by the IMRG Security Alert scheme and other fraud prevention schemes.
3. In the case of individual Buyers the Company will respect privacy. The personal information given is held with care and security. The Company will not sell, rent or transfer this information to third parties for their marketing purposes unless the Buyer agrees otherwise.