TERMS & CONDITIONS
“PURCHASER” – means the person who buys or agrees to buy the goods from the Seller.
“CONDITIONS” – means the terms and conditions of sales set out in this document and any specified terms and conditions agreed in writing by the Seller.
“DELIVERY DATE” – means the date specified by the Seller when the goods are to be delivered.
“GOODS” “- means the articles, which by the Purchaser agrees to buy from the Seller.
“PRICE” – means the price for the Goods excluding carriage, packing. insurance and VAT.
“SELLER” – means LIJ Fluid Power Limited (Company number 2925192) registered office Unit 1, Centurion Court, Wheelton Lane, Leyland, Lancs PR25 3UQ
- FORMATION OF CONTRACT
Any order sent to the Seller by the Purchaser shall be accepted entirely at the Discretion of the Seller, and, if so, will only be accepted upon these conditions (here in after referred to as the “Conditions”).
Each order which is so accepted shall constitute an individual legal binding contract between the Seller and the Purchaser and such contract is
hereafter referred to in these conditions as an “order”.
These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser, and no addition or alteration or substitution of these terms will bind the Seller or form part of any Order unless they are expressly accepted in writing by a person authorized to sign on the Sellers behalf.
The Purchaser shall be deemed to have accepted all goods upon their delivery by the Seller to the address specified in the Order. In the event that having accepted the goods the Purchaser asks the Seller to replace the goods other than for reason of defect, the Seller reserves the right to make a restocking charge.
- DELIVERY AND RISK
Any time or date for delivery given by the Seller is given by the Seller in good faith, but is an estimate only. Risk in the goods shall pass to the Purchaser upon delivery.
- TITLE AND PAYMENT
The Seller warrants that the Seller has good title to the goods (and that (pursuant to s 12 (3) of the Sale of Goods Act 1979, or s 2(3) of the Supply of Goods Act and Services Act 1982 whichever Act applies to the Order) it will transfer such title as it may have in the goods to the Purchaser. The Seller warrants that it is not aware of any actual or alleged infringements of any intellectual property rights of third parties which relate to the goods other than those (if any) which the Seller has disclosed to the Purchaser prior to Acceptance of the Order.
The Seller shall have no liability to the Purchaser (other than as provided in Condition 8) in the event that the goods to be supplied under the Order infringe any intellectual property rights of a third party (including without limitation by reason of their possession, sale or use, whether alone in association or combination with any other goods); the Seller gives no warranty that the goods to be supplied under the order will not infringe as aforesaid, and all conditions, warranties, stipulations or other statements whatsoever relating to such infringement or alleged infringement (if any), whether express or implied by statue, at common law or otherwise howsoever, are hereby excluded. Unless otherwise stated in the Order, payment of the price of the goods comprised in each consignment delivered pursuant to an Order shall be due on thirty days net. Title to the goods comprised in each consignment shall not pass to the Purchaser until the Purchaser has paid the price to the Seller but even though the title has not been passed, the Seller shall be entitled to sue for the price once its payment has become due.
- DAMAGE IN TRANSIT
The Seller will replace free of charge any goods proved to the Sellers satisfaction to have been damaged in transit, provided that within 24 hours after delivery, both Seller and the carriers have received from the Purchasers notification in writing the occurrence of the damage and also, if and so far as practicable, of its nature and extent.
- FORCE MAJEURE
The Seller shall not be under any liability for any failure to perform any of its obligations under the Order due to Forces Majeure following notification by the Seller to the Purchaser of such cause; the Seller shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this condition, “Force Majeure” means: fire, explosion, flood, lightning, act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.
The Seller grants the following guarantee. The Seller shall free of charge either repair, or at its option, replace defective goods where the defect appear under proper use within (12 months) from the date of delivery. PROVIDED THAT; notice in writing of the defects complained of shall be given to the Seller upon their appearance, and such defects shall be found to the Sellers reasonable satisfaction to have arisen solely from faulty workmanship or materials, and the defective goods shall be returned to the Sellers premises at the Purchasers expense if so requested by the Seller.
Any repaired or replaced goods shall be redelivered by the Seller free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions of Sale save that the period of twelve months shall be replaced by the unexpired portion of that period only.
The Seller shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall already have been paid by the Purchaser to the Seller or, if such price has not been paid, to relieve the Purchaser of all obligations to pay the same by an issue of a credit note in favour of the Purchaser in the amount of such price.
In respect of all goods manufactured and supplied to the Seller by third parties, the Seller will pass on to the Purchaser (in so far as possible) the benefit of any warranty given to the Seller by such third parties and will (on request) supply to the Purchaser details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such third parties and the Purchaser shall be solely responsible to the entire exclusion of the Seller for complying with all of these.
The Sellers liability under this Condition shall be to the exclusion of all other liability to the Purchaser whether contractual, tortuous or otherwise for defects in the goods for any loss or damage to or caused by the goods, and (subject to Condition 12) all other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express, or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the goods, whether express or implied, by statute, at common law of otherwise howsoever.
- INTELLECTUAL PROPERTY RIGHTS
In the event that any claim is made against the Purchaser for infringement or intellectual Property rights arising directly from the use by the Purchaser of the goods, the Seller at its own expense shall conduct any ensuing litigation and all negotiations for a settlement of the claim. The Seller will bear the costs of any payment (either by way of a lump sum or a continuing royalty payment) made in settlement, or as a result of an award in a judgement against the Seller in the event of litigation.
The benefit of the first paragraph is granted to the Purchaser by the Seller only in the event that the Purchaser shall give the Seller the earliest possible notice in writing of any such claim being made or action threatened or brought against it, shall make no admission of liability or take any other action in connection therewith, shall permit the Seller to have the conduct of the claim pursuant to the above and shall (at the Sellers expense) give all reasonable information, co-operation and assistance to the Seller (including without limitation lending its name to proceedings) in relation to the conduct of any claim. In addition, if it is made a condition of settlement by the Seller, or judgement awarded against the Purchaser, pursuant to the first paragraph, the Purchaser shall return or destroy, as applicable, all infringing goods still under its control subject to a refund by the Seller of any payment for such goods already made (less a reasonable allowance for depreciation of the goods by reason of their use (if any) by the Purchaser prior to their return or destruction as aforesaid).
The first paragraph shall not apply to any infringement caused by the Seller having followed a design or instruction furnished or given by the Purchaser not to use any of the goods in a manner or for a purpose which shall have been specifically prohibited in writing by the Seller, nor to any infringement which is due to the use of such goods in association or combination with any other procedure.
Any design or instruction furnished or given by the Purchaser shall not be such as will cause the Seller to infringe any intellectual property rights.
For the purpose of this condition, the capitalised term “Intellectual Property Rights” means patents, Registered Designs, Registered Trademarks and Copyrights only, having effect in the United Kingdom.
The foregoing states the Sellers entire liability to the Purchaser and the Purchasers sole and exclusive remedies against the Supplier in connection with claims based or resulting from the infringement of intellectual property rights, of any kind whatsoever, of third parties.
Both the Seller and the Purchaser shall each confidential and shall not without prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the Order.
- ECONOMIC LOSS
Subject to Condition 12, and notwithstanding anything contained in these Conditions (other than Condition 12) or the Order, in no circumstances shall the Seller be liable, in contract, (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof (i) for any loss of profits, business contracts, revenues or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
- LIMITATION OF LIABILTY
Subject to Condition 12, and not with standing anything contained in these Conditions (other than Condition 12) or the Order, in no circumstances shall the Seller be liable, in contract, (including negligence or breach of statutory duty) or otherwise howsoever arising, shall be limited to the price of the goods specified in the Order.
- UNFAIR CONTRACT TERMS ACT
If and to the extent that s6 and/or s7 (3A) of the Unfair Contract Terms Act 1977 applies to the Order, no provision of these terms and conditions shall operate or be, construed to operate so as to exclude the liability of the Seller for breach of the express warranties contained in Condition 5, for breach of the applicable warranties as to title and quiet possession implied into terms and conditions of the Order by s12 (3) of the Sale of Goods Act 1979, or s2 (3) of the Supply of Goods Act 1982, which ever Act applies to the Order.
(Where the Purchaser is a natural person) (and if and to the extent that s2 (1) of the Unfair Contract Terms Act 1977 applies to the Order) nothing in these terms and conditions shall operate or be constructed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused to the Purchaser by reason of the negligence of the Seller or of its servants, employees or agents.
- TITLE RETENTION
The goods shall be at the purchaser’s risk as from delivery.
In spite of delivery having been made property in the goods shall not pass the Sellers until; The Purchaser shall have paid the Price plus VAT in full; and no other sums whatsoever shall be due from the Purchaser to the Seller. Until property in the goods passes the Purchaser shall hold the goods and each of them on a fiduciary basis as bailee for the Seller. The Purchaser shall store the goods (at no extra cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Sellers property.
Notwithstanding that the goods (or any of them) remain the property of the Seller, the Purchaser may sell or use the goods in ordinary course of the Purchasers business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Sellers property by the Purchaser on the Purchasers behalf and the Purchaser shall deal as principle when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise the goods shall be held in trust for the Seller and shall not be mixed with money and paid into any overdrawn bank account and shall be at all material times identified as the Sellers money.
The Seller shall be entitled to recover the Price (plus VAT) not with standing that property in any of the goods has not passed from the Seller. Until such time as property in the goods passes from the Seller the Purchaser shall upon request deliver up such goods as have not ceased to be in existence or resold to the Seller. If the Purchaser fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Purchaser where the goods are situated and repossess the goods.
The Purchaser shall not pledge or in any way charge by way of security for an indebtedness any of the goods, which are property of the Seller. Without prejudice to the other rights of the Seller, if the Purchaser does so all sums whatever owing by the Purchaser to the Seller shall forthwith become due and payable.
The Purchaser shall insure and keep insured the goods to the full Price against “all risks” to the reasonable satisfaction of the Seller until the date that property in the goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of the insurance, without prejudice to the other rights of the Seller, if the Purchaser fails to do so all sums whatever owing by the Purchaser to the Seller shall forthwith become due and payable.
The Purchaser shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 part XII as amended. Without prejudice to the other rights of the Seller, if the Purchaser fails to do so all sums whatever owing by the Purchaser to the Seller shall forthwith become due and payable.
- APPLICABLE LAW
The Order shall be considered a contract made in England and shall be governed in all respects by the law of England and the parties agree to submit to non-exclusive jurisdiction of the English Courts.