termes et conditions

THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO CLAUSES 6 AND 9.

Interpretation
In these Conditions:

“Buyer” means the entity that is responsible for buying the Goods as stated in the Purchase Order;
“Conditions” means the standard terms and conditions of sale set out in this document, and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the parties;
“Contract” means the contract for the sale of the Goods in accordance with these Conditions;
“Purchase Order” means the Buyer’s purchase order;
“Specification” includes any plans, drawings, data or other information relating to the Goods.

1. General

1.1 The following terms and conditions represent the entire terms and conditions on which LCA Lights Camera Action Ltd (“the Seller”) is willing to sell goods (“the Goods”) and by ordering Goods from the Seller the Buyer agrees that the following terms and conditions represent the entire agreement between the Buyer and the Seller and that these terms and conditions shall apply to the exclusion of any previous terms and conditions supplied by the Seller, the Buyer’s own terms and conditions, any pre-contractual statement, any terms and conditions implied by trade, custom, practice or course of dealing or any other terms and conditions of whatsoever nature not contained below. No officer, employee or agent of the Seller (other than a Director) has authority to contract for the sale of Goods on any other terms and conditions, or to amend, vary or waive these terms and conditions, and a Director has authority to do so only in writing.

1.2 The Purchase Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer shall ensure that the terms and conditions of the Purchase Order and any relevant Specification are complete and accurate.

1.3 The Purchase Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Purchase Order, at which point the Contract shall come into existence.

1.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Seller and the Buyer for the sale of the Goods.

1.5 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 Calendar Days from its date of issue, unless otherwise advised by the Seller in writing.

2. Time of Delivery

2.1 Any time of delivery stated by the Seller shall be treated as an estimate only and the time of delivery is not of the essence. The Seller will use its reasonable endeavours to deliver by that time.

3. Place of Delivery

3.1 The Goods shall be delivered to the Buyer at the place of delivery recorded on the Buyers Purchase Order or (if no such address is recorded there) at the premises of the Seller.

3.2 If the Buyer fails to accept delivery of the Goods within 3 Business Days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by the Seller’s failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and
(b) the Seller shall store the Goods until delivery actually takes place, and charge the Buyer for all related costs and expenses (including insurance).

3.3 If 10 Business Days after the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not accepted delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods.

3.4 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

4. Price

4.1 The price of the Goods shall be the price set out in the Seller’s quotation.

4.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Buyer when it pays for the Goods.

4.3 The price which includes insurance for the benefit of the Seller shall become payable on or before delivery of the Goods. The time of payment shall be of the essence. In the event that payment is not made when due or the Buyer became subject to any of the events listed in clause 10, the Seller may:-

(a) cancel any contract to supply further goods or services
(b) suspend deliveries of further goods or the supply of further services to the Buyer;
(c) suspend any Credit Terms, in which case all sums payable to the Seller from the Buyer for goods and or services supplied shall become due and payable immediately; and
(d) charge interest at 8% above the base rate of Royal Bank of Scotland Plc from time to time plus any costs of collection. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

5. Passing of Property

5.1 Property in the Goods shall pass to the Buyer on the occurrence of the last of the following events namely:

(a) payment in full of the price of the Goods sold hereby, and
(b) payment in full of every other sum owing by the Buyer to the Seller.

5.2 Until property shall have passed as aforesaid the Buyer shall hold the Goods as bailee for the Seller and shall keep them separately stored and identified as the property of the Seller, shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

5.3 In the event that the Buyer shall sell the Goods before property has passed as aforesaid, he shall do so as the agent of the Seller, the proceeds of any such sale shall be kept in a separate account identified as containing monies from the sale of the Seller’s property and the Buyer shall account to the Seller for the whole of such proceeds.

5.4 Until property shall have passed as aforesaid the Seller shall be at liberty at any time: –

(a) by notice in writing to require the Buyer forthwith to return the Goods whereupon the Buyer shall cease to be in possession of them with the consent of the Seller;
(b) to retake possession of the Goods and for that purpose to enter on any premises where the Goods are or are reasonably believed by the Seller to be situated.

5.5 Not withstanding the above the Goods are insured by the Seller whilst in transit and until delivered in accordance with clause 3.1. The Buyer shall sign for the Goods as “delivered not checked” and shall advise the Seller in writing within 7 Working days of receipt of the Goods of any damage to them. Any damage not notified in writing within the said 7 Working days shall not be covered by the Seller’s insurance and shall be at the risk of / to the account of the Buyer.

6. Fitness for Purpose

6.1 The Seller gives no warranty that the Goods are fit for the Buyer’s purpose or purposes. The Buyer warrants that he has satisfied himself that the Goods will be fit for every purpose which he requires them and that he does not rely on any skill or judgment of the Seller in that regard.
The Buyer further warrants that: –

(a) he is aware that the Goods are supplied for the purpose for which they were manufactured, and
(b) he has all the licenses that are required for their use, and
(c) the Goods will be tested prior to use, and
(d) the Goods will only be used by suitably qualified individuals, and
(e) the Goods will be regularly serviced, tested, certified and inspected, and
(f) the Goods will not in any way be adapted or altered, and
(g) he will not give or imply any warranty to any person whom he may sell or let the Goods other than the foregoing and that he will notify that person of the requirements of the Seller as to license, test, use, service, inspection, certification, and adaptation as above and of any statutory authority of any state or country in which the Buyer or that person is resident or carrying on business.

6.2 Nothing in this clause affects the Buyer’s rights under the Sale of Goods Act 1979.

6.3 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

6.4 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

7. Acceptance

The Buyer shall inspect and test the Goods immediately upon delivery and shall within 7 Working days after delivery give notice in writing to the Seller of any respect in which he alleges that the Goods are not in accordance with the Contract. If the Buyer shall not have given such notice within that time the Goods shall be deemed to be accepted in every respect in accordance with the Contract.

8. Scope of Warranty

In the case of defective or faulty goods supplied by the Seller the Buyer’s remedy against the Seller shall be limited to a period no longer than twelve months from the date of purchase. If any defect arises during this period the Seller reserves the right, at its option, to repair or replace the Goods (or provide an equivalent item) or give credit to the value of the purchase price of the Goods, provided that the Goods have not been damaged or abused or improperly installed, maintained, stored or operated or altered or repaired by the Buyer without the written consent of the Seller or the defect arises as a result of fair wear and tear, wilful damage or negligence. The Seller accepts no responsibility for consequential loss. This warranty is subject to the return of the Goods by the Buyer using prepaid freight within the twelve month warranty period. Manufacturer’s original warranties will apply should the warranty exceed twelve months.

9. Liability

This clause shall apply to all claims by the Buyer against the Seller irrespective of whether such claims arise in contract or in tort (including negligence) breach of statutory duty or otherwise and whether or not the Seller was negligent.

(a) Nothing in these Conditions shall exclude the Seller’s liability for any claims arising from:-

(i) physical injury to or death of the Buyer’s personnel and/or third parties, which is directly and wholly caused by the negligence of the Seller or its employees, agents or subcontractors in the performance of its or their duties under the Contract.
(ii) fraud or fraudulent misrepresentation; or
(iii) breach of the terms and conditions implied by section 12 of the Sale of Goods Act 1979; or
(iv) defective products under the Consumer Protection Act 1987.

(b) In the event that notice has been given pursuant to clause 7 above that the Goods (or part thereof) are not in accordance with the Contract, the Seller shall replace or repair the Goods (or part thereof) or provide an equivalent item at its own expense or give credit to the value of the purchase price as provided in clause 8.
(c) No other remedy than that provided for in sub-paragraph (b) above shall be available to the Buyer.(d) Without prejudice to the generality of the foregoing the Seller: –

(i) shall not be liable for damages in the nature of or arising from loss of profits, loss of use, loss of revenue, loss of hire or rental or any other indirect or consequential loss in respect of the Goods or any other goods, nor for damages arising from compensation payable by the Buyer to any other person, firm, corporation or organization whatsoever, and
(ii) except in relation to claims under sub-paragraph (a) above shall not be liable for any losses, damages, costs, claims, expenses or liabilities exceeding the purchase price of the Goods.

10. Buyer’s Insolvency

10.1 The Seller shall be entitled to terminate the Contract without liability to the Buyer by giving notice to the Buyer at any time if:

(a) the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Buyer makes any voluntary arrangement with all or any class of its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) is the subject of a bankruptcy petition or order or (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer (being a company) or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer (being a company) (otherwise than for the purpose of solvent amalgamation or reconstruction); or
(c) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Buyer; or
(d) the Buyer ceases, or threatens to cease to carry on all or a substantial part of its business; or
(e) the Buyer does anything improper to influence the Seller to enter into any contract or commits an offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010; or
(f) the Seller reasonably believes that any of the events mentioned above is about to occur in relation to Buyer and notifies the Buyer immediately.

11. Force Majeure

The Seller shall be relieved of its obligations under the Contract insofar as it is hindered in or prevented from performing them by any circumstances beyond its reasonable control.

12. Third Party Rights

A person who is not a party to the Contract shall not have any rights under or in connection with it.

13. Hold Harmless

The Buyer undertakes and agrees to indemnify and hold harmless the Seller against any and all actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever and howsoever caused or arising out of, connected with, or resulting from the Goods themselves or use of the Goods including without limitation the manufacture, selection, delivery, possession, use, operation, return or any and all damages or injuries caused thereby to anyone whatsoever.

14. Waiver and Invalidity

(a) The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of the Contract by the other party shall not be deemed a waiver of that term, covenant, or condition nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
(b) If any provision in the Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in force without being impaired or invalidated in any way.

15. Arbitration

All disputes or differences which shall at any time arise between the parties whether during the term of the Contract or afterwards touching or concerning the Contract or its construction or effect or the rights duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of the Contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or re- enactment of it for the time being in force.

16. Applicable Law
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes and claims).

WEB SITE TERMS & CONDITIONS OF SALE

General

1.1 www.lcauk.com is a web site operated by the Seller. The Seller is LCA Lights Camera Action Limited registered in England and Wales under Company Number 03751454 with its registered office at Centauri House, Hillbottom Road, High Wycombe, Buckinghamshire HP12 4HQ. The Sellers main trading address is Centauri House, Hillbottom Road, High Wycombe, Buckinghamshire HP12 4HQ. The Sellers VAT number is GB 736 9262 06. The following terms and conditions represent the entire terms and conditions on which LCA Lights Camera Action Limited (“the Seller”) is willing to sell goods (“the Goods”) and by ordering Goods from the Seller the Buyer agrees that the following terms and conditions represent the entire agreement between the Buyer and the Seller and that these terms and conditions shall apply to the exclusion of any previous terms and conditions supplied by the Seller, the Buyer’s own terms and conditions, any pre-contractual statement, any terms and conditions implied by trade, custom, practice or course of dealing or any other terms and conditions of whatsoever nature not contained below. No officer, employee or agent of the Seller (other than a Director) has authority to contract for the sale of Goods on any other terms and conditions, or to amend, vary or waive these terms and conditions, and a Director has authority to do so only in writing.

1.2 After placing a Purchase Order, the Buyer will receive an email from the Seller acknowledging that the Seller has received the Purchase Order. The Purchase Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer shall ensure that the terms and conditions of the Purchase Order and any relevant Specification are complete and accurate.

1.3 The Purchase Order shall only be deemed to be accepted when the Seller issues an email acceptance of the Purchase Order or an email confirming that the Goods have been dispatched, at which point the Contract in relation to these Goods shall come into existence.

1.6 By placing an order through the Sellers online webshop, the Buyer warrants that it is a Business and legally capable of entering into binding contracts.

1.7 Under the United Kingdom’s Distance Selling Regulations, the Buyer has the right to cancel the contract for the purchase of any item within a period of 7 working days, beginning with the day after the day on which the item is delivered. This applies to all of Sellers Goods. However, the Seller regrets it cannot accept cancellations of contracts for the purchase of Colour Changer Scrolls or bespoke made to order Cables

1.8 Where the Buyer returns the Goods because of a valid cancellation under the United Kingdoms Distance Selling Regulations, the Seller will process a refund as soon as possible.

1.9 The Buyer is responsible for the cost of returning Goods when the Buyer cancels the contract.2. Time of Delivery

2.2 The Purchase Order will be fulfilled within 30 days of the date the Contract comes into existence.

2.3. The Seller may deliver the Goods by instalments, Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment, other than by way of a valid cancellation under the United Kingdoms Distance Selling Regulations.

3. Place of Delivery
3.1 Buyers first Order shall only be delivered to the registered address of the payment card being used to pay for the Buyers first Order. Thereafter a valid Trading relationship shall have been established and the Goods shall be delivered to the Buyer at the place of delivery recorded on the Buyers Purchase Order submitted via the Sellers webshop. Seller reserves the right, for fraud prevention purposes, to only deliver to Buyers registered payment card address.

4. Price
4.1 The price of the Goods, packaging, delivery or insurance, shall be the price set out in the Seller’s quotation, and will be subject to any applicable VAT or other taxes, charged at the prevailing rate.

5. Passing of Property
5.1 Property in the Goods shall pass to the Buyer on the occurrence of the last of the following events namely:

(a) payment in full of the price of the Goods sold hereby, and
(b) despatch of the goods from the Sellers premises.

5.2 Not withstanding the above the Goods are insured by the Seller whilst in transit & until delivered in accordance with clause 3.1. The Buyer shall sign for the Goods as “delivered not checked” & shall advise the Seller in writing within 7 Working days of receipt of the Goods of any damage to them. Any damage not notified in writing within the said 7 Working days shall not be covered by the Seller’s insurance & shall be at the risk of / to the account of the Buyer.

6. Fitness for Purpose
6.1 The Seller gives no warranty that the Goods are fit for the Buyer’s purpose or purposes. The Buyer warrants that he has satisfied himself that the Goods will be fit for every purpose which he requires them and that he does not rely on any skill or judgment of the Seller in that regard.
The Buyer further warrants that: –

6.2 Nothing in this clause affects the Buyer’s rights under the Sale of Goods Act 1979.

6.4 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

7. Acceptance
The Buyer shall inspect and test the Goods immediately upon delivery and shall within 7 Working days after delivery give notice in writing to the Seller of any respect in which he alleges that the Goods are not in accordance with the Contract. If the Buyer shall not have given such notice within that time the Goods shall be deemed to be accepted in every respect in accordance with the Contract.

8. Scope of Warranty
In the case of defective or faulty goods supplied by the Seller the Buyer’s remedy against the Seller shall be limited to a period no longer than twelve months from the date of purchase. If any defect arises during this period the Seller reserves the right, at its option, to repair or replace the Goods (or provide an equivalent item) or give credit to the value of the purchase price of the Goods, provided that the Goods have not been damaged or abused or improperly installed, maintained, stored or operated or altered or repaired by the Buyer without the written consent of the Seller or the defect arises as a result of fair wear and tear, wilful damage or negligence. The Seller accepts no responsibility for consequential loss. This warranty is subject to the return of the Goods by the Buyer using prepaid freight within the twelve month warranty period. Manufacturer’s original warranties will apply should the warranty exceed twelve months.

9. Liability
This clause shall apply to all claims by the Buyer against the Seller irrespective of whether such claims arise in contract or in tort (including negligence) breach of statutory duty or otherwise and whether or not the Seller was negligent.

(a) Nothing in these Conditions shall exclude the Seller’s liability for any claims arising from:-

(b) In the event that notice has been given pursuant to clause 7 above that the Goods (or part thereof) are not in accordance with the Contract, the Seller shall replace or repair the Goods (or part thereof) or provide an equivalent item at its own expense or give credit to the value of the purchase price as provided in clause 8.
(c) No other remedy than that provided for in sub-paragraph (b) above shall be available to the Buyer.
(d) Without prejudice to the generality of the foregoing the Seller: –

(i) shall not be liable for damages in the nature of or arising from loss of profits, loss of user, loss of revenue, loss of hire or rental or any other indirect or consequential loss in respect of the Goods or any other goods, nor for damages arising from compensation payable by the Buyer to any other person, firm, corporation or organization whatsoever, and
(ii) except in relation to claims under sub-paragraph (a) above shall not be liable for any losses, damages, costs, claims, expenses or liabilities exceeding the purchase price of the Goods.

10. Buyer’s Insolvency
10.1 The Seller shall be entitled to terminate the Contract without liability to the Buyer by giving notice to the Buyer at any time if:

11. Force Majeure

The Seller shall be relieved of its obligations under the Contract insofar as it is hindered in or prevented from performing them by any circumstances beyond its reasonable control.

12. Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.

13. Hold Harmless
The Buyer undertakes and agrees to indemnify and hold harmless the Seller against any and all actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever and howsoever caused or arising out of, connected with, or resulting from the Goods themselves or use of the Goods including without limitation the manufacture, selection, delivery, possession, use, operation, return or any and all damages or injuries caused thereby to anyone whatsoever.

14. Waiver and Invalidity
(a) The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of the Contract by the other party shall not be deemed a waiver of that term, covenant, or condition nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
(b) If any provision in the Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in force without being impaired or invalidated in any way.

15. Arbitration
All disputes or differences which shall at any time arise between the parties whether during the term of the Contract or afterwards touching or concerning the Contract or its construction or effect or the rights duties or liabilities of the parties under or by virtue of it or otherwise or any other matter in any way connected with or arising out of the subject matter of the Contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or re- enactment of it for the time being in force.

CONDITIONS – TERMS OF PURCHASE

Interpretation
In these Conditions:
“Conditions” means the standard terms and conditions of purchase set out in this document, and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the parties;

“Contract” means the contract for the purchase of the Goods and/or the supply of the Services in accordance with these Conditions;

“Buyer” means LCA Lights Camera Action Ltd;
“Delivery Address” means the delivery address stated on the Purchase Order;
“Goods” means the goods (including any instalments of the goods or any part of them) described in the Purchase Order;
“Price” means the price of the Goods and/or the charge for the Services;
“Provider” means the entity that is responsible for providing the Goods and/or the Services as stated in the Purchase Order;
“Purchase Order” means the Buyer’s purchase order on the back of which are these Conditions, or in relation to an electronic purchase order, the Buyer’s purchase order to which these Conditions are annexed and/or available on the Buyer’s website;
“Services” means the services (including any part of them) described in the Purchase Order;
“Specification” includes any plans, drawings, data or other information relating to the Goods and/or the Services.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

1. Basis of Purchase

1.1 This Purchase Order constitutes an offer by the Buyer to purchase the Goods and/or the Services subject to these Conditions. The Buyer’s Conditions will apply and override all terms & conditions that the Provider seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing unless agreed in writing between the authorised representative of the Provider and a Director of the Buyer.
1.2 The Purchase Order shall be deemed to be accepted on the earlier of:

(a) the Provider issuing written acceptance of the Purchase Order; or
(b) any act by the Provider consistent with fulfilling the Purchase Order, at which point and on which date the Contract shall come into existence (“Commencement Date”).

1.3 No variation to the Purchase Order or these Conditions shall be binding unless agreed in writing between the authorised representative of the Provider and a Director of the Buyer.

2. Specification

2.1 The quantity and description of the Goods and/or the Services shall be specified in the Purchase Order and/or in any applicable Specification supplied by the Buyer to the Provider.

2.2 The Provider shall comply with all applicable regulations and/or other legal requirements concerning the manufacture, packaging, labelling, storage, handling and delivery of the Goods and/or performance of the Services.

2.3 The Provider shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods and/or the Services.

2.4 The Buyer shall have the right to inspect and test the Goods at any time before delivery.

2.5 If following such inspection or testing the Buyer considers that the Goods do not conform or are unlikely to comply with the Provider’s warranties at clause 6, the Buyer shall inform the Provider and the Provider shall immediately take such remedial action as is necessary to ensure compliance.

2.6 Not withstanding any such inspection or testing, the Provider shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Provider’s obligations under the Contract, and the Buyer shall have the right to conduct further inspections and tests after the Provider has carried out its remedial actions.

3. Price and Payment

3.1 The Price of the Goods and/or the Services shall be as stated in the Purchase Order and, unless stated otherwise, shall, in respect of Goods be inclusive of all charges for packaging, shipping, carriage, insurance and delivery of the Goods to the Delivery Address, and any duties or levies other than Value Added Tax and in respect of Services be inclusive of all costs and expenses of the Provider other than Value Added Tax.
3.2 In respect of Goods, the Provider shall invoice the Buyer on or at any time after completion of delivery. In respect of Services, the Provider shall invoice the Buyer on completion of the Services. Each invoice shall include such supporting information required by the Buyer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.

4. Delivery

4.1 The Provider shall endeavour that the Goods shall be delivered to and/or the Services shall be performed at, the Delivery Address on the date or within the period specified in the Purchase Order and if unable to comply, shall notify the Buyer at the earliest possible opportunity.
4.2 The Provider shall ensure that:

(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.3 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

4.4 At time of delivery, the Provider shall supply the Buyer with any instructions manuals or other information relevant to the Goods.

4.5 The Provider shall not deliver the Goods in instalments without the Buyer’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Provider to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Buyer to the remedies set out in clause 6.7.

4.6 Title and risk in the Goods shall pass to the Buyer on completion of delivery.

5. Quality Assurance

5.1 The Provider shall operate a self-regulatory system of quality assurance and quality measures relating to the Contract in addition to any quality requirements in the Specification which ensures that the Goods and/or Services are provided in accordance with the requirements of the Contract.

6. Warranties and Liability

6.1 The Provider warrants to the Buyer that the Goods will be:

(a) of sound materials and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either party.

6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.

6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.

6.4 The Provider will indemnify the Buyer in full against the following:

(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due to:

(i) defective workmanship or unsound quality of the Goods and/or the Services supplied;

(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and

(iii) actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.

(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business

6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.

6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.

6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:

(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.

6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:

(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.

6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.

7. Termination

7.1 The Buyer shall be entitled to cancel the Contract in respect of all or part only of the Goods and/or the Services by giving notice to the Provider at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay the Provider fair and reasonable compensation for any work in progress not exceeding the Price for the Goods and/or the Services in respect of which the Buyer has exercised it rights of cancellation.

7.2 The Buyer shall be entitled to terminate the Contract without liability to the Provider by giving notice to the Provider at any time if:

(a) the Provider commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing of the breach;
(b) the Provider suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Provider makes any voluntary arrangement with all or any class of its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) is the subject of a bankruptcy petition or order or (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Provider (being a company) or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Provider (being a company) (otherwise than for the purpose of solvent amalgamation or reconstruction); or
(d) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Provider; or
(e) the Provider ceases, or threatens to cease to carry on all or a substantial part of its business; or
(f) the Provider does anything improper to influence the Buyer to give the Provider any contract or commits an offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010; or
(g) the Buyer reasonably believes that any of the events mentioned above is about to occur in relation to Provider and notifies the Provider immediately.

7.3 On termination of the Contract or any part of it for any reason the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

8. General

8.1 Any notice required or permitted to be given by either party to the other party under these Conditions shall be in writing addressed to that other party.

8.2 No waiver by the Buyer of any breach of the Contract by the Provider shall be considered as a waiver of any subsequent breach of the same or any other provision.

8.3 If any provision of these Conditions is held 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.

8.4 Acceptance of this Purchase Order will be deemed to bind the Provider to these Conditions and no Goods and/or Services shall be supplied or performed by the Provider, its employees, agents or representatives, except in accordance therewith.

8.5 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes and claims).

8.6 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

8.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.

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