Business Terms & Conditions

General

These terms and conditions apply to the sale of all goods by Lubkowski Saunders and Associates Ltd (‘the Seller’). The entity entering into an agreement with the Seller is ‘the Buyer’.

Any quotes or estimates given by the Seller are invitations only and not offers open for acceptance. Orders requested by the Buyer arising from such quote or estimate or otherwise are offers to the Seller to supply goods solely on these terms and conditions to the exclusion of all others. No terms, conditions or reservations referred to by the Buyer, and no course of dealing shall annul, vary or add to any of these terms and conditions.

All representations written or oral made before the Seller accepted the Buyer’s order are expressly excluded from the contract for sale between the parties (‘the Contract’).

Price

All prices are in pounds sterling ,unless specifically stated otherwise, and are exclusive of Value Added Tax.

Prices and delivery charges stated in price lists, quotes, estimates (whether written or oral), acceptance of orders or other documents issued by the Seller prior to despatch of goods are not binding upon the Seller.

Any agreed discount is on condition that payment in full is made by the due date.

Samples are chargeable and non-refundable, unless specifically stated otherwise

Delivery

The price for goods to be delivered to a destination in the British Isles includes carriage unless stated to the contrary on the order form. The price for goods to be delivered elsewhere excludes carriage. Unless otherwise agreed in writing, goods will be delivered to the Buyer’s trading address.

Risk

Risk in the goods shall pass to the Buyer on delivery to the Buyer or, if not delivered, on collection from the Seller.

The Seller accepts no liability (including without prejudice to the generality of the foregoing in negligence) for loss or damage to goods in transit and the Buyer shall be deemed to accept the goods and that they are in accordance with the Contract unless the Buyer notifies the Seller within 7 days from receipt of goods, (or solely in the case of alleged non-delivery, within 7 days from the earlier of receipt of delivery note or invoice), by facsimile transmission in writing, of any claim for non-delivery, short delivery, damage or the like to the goods.

Payment

For Buyers without credit facilities payment for the goods shall be made upon acceptance by the Seller of the Buyer’s order.

Buyers granted credit facilities shall, except where other payments arrangements are specifically agreed to in writing, make full payment for the goods not later than 30 days from the date of invoice relating.

Where goods are delivered by instalments, the Buyer shall pay for each instalment in accordance with the terms of these conditions.

The Buyer shall not be entitled to deduct or set off from any sums claimed by the Seller any amount due or claimed against the Seller by the Buyer whether under this or any other agreement.

Charge interest both before and after judgement on the amount unpaid at a rate of 1.25% per month from the due date of payment until the actual date paid.

In addition to all other rights and remedies available to the Seller, in the event that a cheque drawn by the Buyer has to be re-presented by the Seller, the Buyer shall pay to the Seller the sum of £20.00 plus VAT

Title to the Goods

Title to and property in the goods shall not pass to the Buyer (irrespective of delivery and passing of risk to the Buyer) until the price of the goods and all other money due from the Buyer to the Seller has been paid in full.

Until title to and property in the goods passes to the Buyer the following provisions shall apply:

i The Seller may at any time without prior notice to the Buyer repossess and re-sell the goods if any sum due from the Buyer to the Seller whatsoever is not paid on the due date and in this event the Seller shall be entitled to recover from the Buyer all costs and charges involved in collecting, transporting and re-selling the goods. The Buyer shall protect and preserve the goods without charge to the Seller and label them as belonging to the Seller. The Seller is entitled to examine the goods at any time during normal business hours upon giving the Buyer 24 hours notice of its intention to do so. The Buyer grants to the Seller the right to unrestricted access to the Buyer’s premises and / or other locations where any of the goods are situated to exercise its rights under this condition

ii The Seller’s rights and remedies under this condition are in addition to and shall not in any way prejudice, limit or restrict any other right or remedies of the Seller.

All payments received by the Seller will be deemed to be payments received firstly in respect of goods actually sold by the Buyer notwithstanding the issuing of any statements of account or the like by the Seller to the contrary. Otherwise at the Seller’s option the Seller may appropriate any payment made to by the Buyer to such goods as the Seller may think fit.

The Seller shall be entitled to maintain an action for the price of goods notwithstanding that title in them as not passed to the Buyer.

Performance of the Goods

Any figures or statements in the Contract or any other document supplied by the Seller as to the performance, capacity or dimensions of the goods are on the basis that they will be used in conditions suitable for their proper and effective operation and are only approximate.

Descriptions and illustrations in the Seller’s catalogues, price lists, other advertising matter and the like present a general idea of the goods only and do not form part of the Contract.

Performance of the Contract

The Seller is entitled to extend the time suggested for delivery which is reasonable in all the circumstances or to cancel the Contract. Such failure shall not entitle the Buyer to terminate the Contract and/or to claim damages against the Seller.

If the Seller agrees to the Buyer collecting the goods the Buyer shall collect them within 3 days of request to collect failing which the Seller may despatch the goods at the Buyer’s risk and expense or store them in which event (and also in the event of the Seller agreeing to store the goods) the Buyer shall pay the Seller’s reasonable storage charges and the goods shall be stored at the Buyer’s risk.

Breach of Contract by or Insolvency of the Buyer

If the Buyer commits any breach of contract, has any distress or execution levied upon the goods or any property of the Buyer, and / or the Seller reasonably believes that a breach of contract may occur (including without prejudice to the generality of the foregoing that payment for goods by the due date may not occur) the Seller may immediately withdraw any agreed credit terms and demand payment of all unpaid invoices.

Force Majeure

If the Seller is delayed or prevented from performing the Contract or any part thereof by circumstances beyond its reasonable control including (but without limiting the generality of the foregoing) strikes, lockouts or other industrial action, inability to obtain materials or labour, power or machinery breakdown or failure, fire flood, civil commotion or any cause of whatever kind and wherever occurring, then the Seller may suspend further performance of the Contract for so long as it is so delayed or prevented and such suspension shall not constitute a breach of the Contract by the Seller. The Seller shall notify the buyer of any such suspension of performance of the Contract and if such suspension continues for more than 12 weeks either the Seller or the Buyer may by notice in writing to the other terminate the Contract but without prejudice to the Seller’s right to be reimbursed all costs charges and expenses incurred by the Seller pursuant to the Contract up to the date of such notice of termination where it is given by the Seller and up to the date of receipt thereof by the Seller where it is given by the Buyer

Limitation of liability

The Seller shall not be liable to the Buyer for any loss or damage whatsoever or howsoever caused (including without prejudice to the generality of the foregoing in negligence) arising directly or indirectly in connection with the Contract, except to the extent to which it is unlawful to exclude such liability under the applicable law, including (without prejudice to the generality of the foregoing) liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of the goods, or in respect of equipment or property or otherwise in connection with the agreement, or for loss of profit, business revenue, goodwill or anticipated savings.

Waiver

The rights and remedies of the Seller shall not be diminished waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Seller nor by any failure of or delay by the Seller in asserting or exercising such rights or remedies.

The Seller’s employees are not authorised to enter into any verbal agreement on behalf of the Seller that does not comply with these terms.

Any alterations or additions to these terms shall, in order to be valid, be made in writing signed by a director of the Seller.

Severance

If any part of these terms and conditions shall be held to be unenforceable such part shall be treated as being severable from the remainder and the parties shall promptly (insofar as they have the power lawfully to do so) use their reasonable endeavours to ensure the severable part is nevertheless put into or given effect in accordance with or to the maximum extent possible in accordance with the original intent in relation to that part

General

Any notice required or admitted to be given by either party to the other under these conditions shall be in writing addressed to that party at its registered office or principal place of business.

The paragraph headings are for ease of reference only and shall not effect construction

The Buyer shall be responsible to the Seller for ensuring the accuracy of any order submitted by the Buyer and for giving the Seller the necessary information relating to the goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the Seller and will be subject to correction without liability on the part of the Seller

Law and Jurisdiction

Any dispute between the Buyer and Seller shall be governed by and construed in accordance with English law and the Buyer will at the option of the Seller submit itself to the exclusive jurisdiction of the English Court.