Laird Technologies International

Laird Technologies Limited
Terms and Conditions of Sale (“the Conditions”)

1. General
1.1 These Conditions shall govern all transactions between the Seller and the customer stated overleaf (the “Buyer”). These conditions shall apply in preference to and supersede any terms and conditions referred to, offered to or relied on by the Buyer whether in negotiation or at any stage in the dealings between the Seller and the Buyer in respect of the goods and services supplied by the Seller on the order form overleaf (“Goods”)
1.2 The Seller’s employees or agents are not authorised to make any representation concerning the Goods and the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations
1.3 These Conditions may not be amended or varied by any employee or Agent of the Seller save where amendment or variation is confirmed in writing by a director of the Seller
1.4 Nothing in these Conditions shall restrict the statutory rights of a person who deals as consumer

2. Orders and Specifications
2.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative (“Seller’s Acceptance”)
2.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of any order and for giving necessary information and specification for such Goods
2.3 The quantity, quality and description of any specification for the Goods (the “Specifications”) shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). The measures, dimensions and weights contained in the Seller’s catalogue constitute only an approximate guide
2.4 The Seller reserves the right to make any changes in the specification of the Goods required to conform with applicable safety or statutory requirements or which do not materially affect their quality or performance
2.5 No contract accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller’s authorised representative and on terms that the Buyer shall indemnify the Seller in full against all losses including loss or profit, costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation

3. Price
3.1 Unless otherwise agreed between the parties in writing all prices shall be in accordance with those set out in the Seller’s Acceptance. All additional charges such as the cost of carriage, certificates and taxes shall be borne by the Buyer
3.2 The Seller reserves the right to raise the price whenever necessary due to increased costs. The Seller shall give written notice to the Buyer of such increased price as the Buyer shall be deemed to have accepted the increased price on the date of the said notice
3.3 All quotations by the Seller are exclusive of any additional charges such as costs, carriage, certificates and taxes and without prejudice to the generality of the foregoing exclusive of value added tax and must be accepted within 30 days from the date of quotation
3.4 All invoices issued by the Seller whether issued in Pounds Sterling or otherwise must be settled by the Buyer in Pounds Sterling
3.5 Unless otherwise stated in the Seller’s Acceptance payment is due on the 30th day of the month following the date of the Seller’s invoice
3.6 If any payment due from the Buyer in accordance with these Conditions is overdue interest may be charged on any overdue sums (both before and after any judgement) on a day to day basis at 5% above Midland Bank Base Lending Rate from time to time until all overdue sums are paid in full. The Buyer may not withhold payment or make any set-off on any account
3.7 Where any sum owed by the Buyer to the Seller under this or any other contract is overdue the Seller shall be entitled to cease work upon this Contract and suspend further deliveries to the Buyer until such sum (together with interest as may be due thereon) is paid and in the event that such default continues for longer than one month the Seller shall be entitled but not bound (without prejudice to any other rights that he may have in respect thereof) to terminate this contract forthwith and to dispose of any Goods that have been appropriated by the Seller under this Contract
3.8 If at any time the credit standing of the Buyer has in the opinion of the Seller been impaired the Seller may refuse to continue work under the contract until arrangements as to payment or credit have been established which are satisfactory to the Seller
3.9 In the event that the Buyer is declared bankrupt or insolvent or compounds or makes any arrangement with creditors or has any distress levied against its goods or assets or has a Receiver or Liquidator appointed, the Seller shall have the right to suspend delivery of the Goods

4. Delivery
4.1 Subject always to the Seller’s entitlement to withhold delivery of the Goods, delivery shall be made at the Seller’s premises or, if the Seller’s Acceptance indicates sale is not ex works, to the place and by the method specified in the Seller’s Acceptance. The Buyer is responsible for unloading. The Buyer or its carrier’s receipt shall be conclusive evidence of the amount delivered
4.2 Unless otherwise expressly agreed in writing, any delivery times specified by the Seller are business estimates only and the Seller will not be liable to the Buyer for any loss or damage sustained by the Buyer as a result of the Seller’s failure to comply with such delivery times
4.3 Each delivery shall be treated as a separate contract and partial deliveries permitted unless otherwise stated on Seller’s Acceptance. Accordingly, failure to complete any particular delivery or any breach of contract by the Seller in relation thereto shall not affect any remaining deliveries
4.4 The Buyer shall take delivery of the Goods on any date quoted by the Seller (if none) requested by the Buyer or (if none) within a reasonable time the Seller may deliver early where reasonable
4.5 Where Goods are supplied for export from the United Kingdom:
4.5.1 the Buyer shall be responsible for complying with any legislation or regulations governing the importation of goods into the country at destination and for the payment of any duties thereon
4.5.2 unless otherwise agreed in writing between the Buyer and the Seller, and without prejudice to Clause 4.1 above the Goods shall be delivered for the air or sea port of shipment and the Seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979
4.5.3 each delivery shall be treated as a separate contract and partial deliveries permitted unless otherwise stated on Seller’s Acceptance. Accordingly, failure to complete any particular delivery or any breach of contract by the Seller in relation thereto shall not affect any remaining deliveries
4.5.4 the Seller shall have no liability for any claims in respect of any defect in the Goods which should be apparent on inspection and which is made after shipment, or in respect of any damage during transit

5. Warranties and Liability
5.1 The Seller warrants to the Buyer that the Goods shall at the time of delivery correspond with the Specifications when used for purposes which goods of that type are ordinarily used. If any Goods do not so conform the Seller will at its option replace the Goods found not to conform to the Specifications, take such steps as the Seller deems necessary to bring the Goods into conformity with the Specifications to take back the defective Goods and refund the appropriate part of the purchase price provided that:-
5.1.1 the liability of the Seller shall in no event exceed the purchase price of the Goods; and
5.1.2 the performance of any one of the above options (as limited by 5.1.1 above) shall constitute an entire discharge of the Seller’s liability under this warranty
5.1.3 the foregoing warranty is conditional upon:-
5.1.3.1 the Buyer giving written notice to the Seller of the alleged defect in the Goods such notice to be received by the Seller within seven days of the time when the Buyer discovers or ought to have discovered the defect and in any event within one year of delivery of the Goods
5.1.3.2 the Buyer affording the Seller a reasonable opportunity to inspect the Goods and, if so requested by the Seller, returning the allegedly defective Goods to the Seller’s works, carriage pre-paid, for inspection to take place there
5.1.3.3 the Buyer making no further use of the Goods that are alleged to be defective after the time at which the Buyer discovers or ought to have discovered that they are defective
5.1.3.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller
5.2 In the event that there is disagreement between the parties as to whether the Goods conform at the time of delivery to the Specifications the parties shall appoint a member of the [Institute of Electrical Engineers?] to mediate

6. Risk and Title
6.1 In the event that the Goods are to be delivered by the Seller to a place nominated by the Buyer, the risk therein shall pass to the Buyer when they are tendered for delivery at that place
6.2 In the event that the Goods are to be collected by the Buyer from the Seller’s works, the risk therein shall pass to the Buyer when they are loaded onto the Buyer’s vehicle or onto the vehicle of his carrier or other agent or at such time as they are available for loading onto that vehicle and would have been loaded onto it had the Buyer duly collected them
6.3 In the event that the Goods are withheld by the Seller pursuant to condition 3.7 by reason of any default in any payments due by the Buyer to the Seller risk in the Goods shall pass to the Buyer at such time as the Buyer would have been able to collect the Goods had the Seller not been withholding them as aforesaid
6.4 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller 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 Seller to the Buyer for which payment is then due
6.5 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent 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 Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured
6.6 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller 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
6.7 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 Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable

7. Limitation of Liability
7.1 Save as provided in Clause 5 and except where the Goods are sold to a person dealing as consumer (within the meaning of the Unfair Contract Terms Act 1971) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
7.2 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason or any representation or any implied warranty or condition or other term or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arises out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided by these Conditions
7.3 Except as provided under Clause 7.2 above the Seller’s total aggregate liability in connection with the Goods or the Contract (in contract tort or otherwise and whether or not related to any negligence or other act, default or omission of the Seller or its employees or agents) is limited to the contract price ex works and ex VAT

8. Initial Defects
8.1 The Buyer shall have no claim in respect of any breach of the warranty in 5 hereof which should have been apparent on a reasonable visual examination of the Goods unless the conditions in Clause 8.4 hereof are satisfied
8.2 If the quantity of Goods delivered does not correspond with the quantity required to be delivered in that consignment, the Buyer shall not be entitled to reject that consignment but shall be entitled only:-
8.2.1 if the quantity delivered be less than the contract quantity at the Seller’s option, to a further delivery of Goods to make up the deficiency or a refund of an appropriate part of the purchase price
8.2.2 if the quantity delivered exceeds the contract quantity, to return the excess or to retain the whole, in which case the price shall be adjusted at the contract rate then prevailing.
Provided that that Buyer shall have no entitlement whatsoever in respect of that deficiency unless the conditions in Clause 8.4 hereof are satisfied
8.3 The Buyer shall have no claim in respect of the fact the Goods delivered are of the wrong description unless the conditions of Clause 8.4 are satisfied
8.4 The conditions before referred to are that the receipt for the Goods is qualified by a remark to that effect, and the claim is made upon the Seller within 48 hours of delivery and is confirmed in writing by letter within 5 days of delivery
8.5 In any event, the Buyer shall be treated as having accepted any consignment of the Goods if it retains them for longer than seven days after their delivery

9. Alterations and Specifications
9.1 The Seller may carry out without notice to the Buyer alterations or improvements in design, materials or methods of manufacture from time to time and may substitute other reasonably similar parts for any proprietary or special part ordered by the Buyer, which the Seller considers to be unprocurable, or unprocurable in sufficient quantities, or unprocurable in sufficient time or procurable with difficulty or at an excessive cost
9.2 Further the Seller may supersede, materially alter or abandon the design or type of the goods contracted for and may substitute another design or type. In exercising this right the Seller shall give written notice to the Buyer and the Buyer may, within 14 days after such notice is given, terminate the contract by giving notice to the Seller. If the contract is so terminated the deposit, if any, shall be returned to the Buyer but no other claim for loss or damage may be made
9.3 If, in the opinion of the Seller, there is no design or type which could reasonably be substituted under Clause 9.1 the Seller’s obligation to complete performance of the contract shall be suspended until such time as a substitute therefore can be found and becomes available

10. Force Majeure
The Seller shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Seller’s control including but not limited to an act of God, war, civil disturbance, requisitioning, governmental or parliamentary restrictions, prohibitions or enactments of any kind, import or export regulations, strike lock-out or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire or accident. Should any such event occur the Seller may cancel or suspend this Contract without incurring any liability for any loss or damage thereby occasioned

11. General
11.1 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 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
11.2 No waiver by the Seller 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
11.3 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 thereby
11.4 This contract is governed by and construed in accordance with the laws of England and the English High Court of Justice (to the jurisdiction of which the Buyer hereby irrevocably submits) shall have the exclusive jurisdiction to resolve any disputes arising out of it.