These conditions of sale shall form part of every contract between Leading Light Technologies Limited, trading as L2Tek (“Leading Light Technologies Ltd”) and the purchaser (“Buyer”) for the sale and purchase of goods (“Products”) supplied by Leading Light Technologies Ltd unless otherwise agreed in writing with respect to a specified transaction by a duly authorised representative of Leading Light Technologies Ltd. The acceptance of a quotation or the placing of an order for the sale and purchase of Products shall include acceptance by the Buyer of these conditions which supersede any negotiations, representations, documents or orders provided by the Buyer. Sale of the products is conditional upon the Buyer’s acceptance of the terms set out herein. The fact that Leading Light Technologies Ltd does not object to provisions contained in any communication by the Buyer shall not constitute a waiver of the provisions of these conditions of sale which shall prevail over the Buyer’s conditions unless otherwise agreed by a duly authorised representative of Leading Light Technologies Ltd in writing.
A binding contract shall be created only when the Buyer has confirmed an order and Leading Light Technologies Ltd accepts the said order. Notwithstanding the lack of a written order acknowledgement from Leading Light Technologies Ltd, orders accepted by telephone shall be subject to these terms and conditions.
The contract price shall be the price specified at the time of the Buyer’s order. In addition the Buyer shall be invoiced where applicable for packaging, transportation, customs, insurance and other similar charges. Value Added Tax, where applicable shall be shown separately as an extra charge. Leading Light Technologies Ltd reserves the right, at any time before delivery, to vary the contract price for Products. If there is imposition of government tax, rise in the cost of raw materials or labour, or if the cost of providing the Products is increased by any other factor beyond the control of Leading Light Technologies Ltd. Prices are also subject to adjustment where the buyer requests modifications to the Products ordered.
- PAYMENT TERMS
Payment shall be made in the currency specified 30 days Net from date of invoice unless otherwise specified in writing. Payment shall be made regardless of whether the Buyer has made an inspection of the Products delivered and without any deduction or set off. Leading Light Technologies Ltd reserves the right at any time to request full or partial payment in advance or to revoke any credit previously extended if in Leading Light Technologies Ltd’s judgment the Buyer’s financial condition does not warrant proceeding on a contract or be in breach of any condition in this contract, Leading Light Technologies Ltd has the right its sole discretion, to suspend further deliveries or terminate any outstanding portion of an order without prejudice to any of Leading Light Technologies Ltd’s rights or claims against the Buyer. Leading Light Technologies Ltd reserves the right to charge interest at 1% per annum above Barclays Bank Base Rate from the due date of payment until the date of actual payment, and to recover its expenses including legal fees and costs of collection.
Delivery quotes dated represent Leading Light Technologies Ltd’s best estimate but are not guaranteed. Leading Light Technologies Ltd shall take all reasonable steps to deliver on the date quoted but Leading Light Technologies Ltd shall not be liable for any loss or costs suffered by the Buyer as a result of Leading Light Technologies Ltd’s failure to deliver in accordance with the contract.
Leading Light Technologies Ltd and Buyer agree that title in the Products shall not pass to the Buyer until Leading Light Technologies Ltd has been paid in full and until such time Buyer shall retain the Product as Bailee for Leading Light Technologies Ltd and keep the Product secure and insured. Leading Light Technologies Ltd may by notice in writing Buyer recover Products at any time from Buyer if Leading Light Technologies Ltd judges that the amount outstanding from Buyer exceeds the amount of credit Leading Light Technologies Ltd is willing to accord to Buyer, and for that purpose Leading Light Technologies Ltd, its employees and agents may enter upon on any land or building upon which Products are situated. Subject to the terms and conditions of the contract the Buyer is licensed by Leading Light Technologies Ltd to agree to sell the Products provided that the proceeds of sale, to the extent of any and all sums owing to Leading Light Technologies Ltd by the Buyer, are held in trust for Leading Light Technologies Ltd and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as Leading Light Technologies Ltd’s monies.
Risks in the Products shall pass to the Buyer upon delivery to the Buyer, a carrier or the Buyer’s intermediary.
All products are subject to the manufacturer’s specifications, which may alter without prior notice to or approval from Buyer provided that such modifications do not materially affect the performance of any Product or the purpose for which it can be used.
- DESIGNS, DRAWINGS & TRADE MARKS
All designs, drawings and trade marks supplied by Leading Light Technologies Ltd in connection with any quotation or contract shall remain the property of Leading Light Technologies Ltd unless otherwise agreed in writing. Leading Light Technologies Ltd does not warrant that the sale or use of the goods does not infringe any third party patent trade mark, trade name or registered design.
Leading Light Technologies Ltd will use reasonable endeavours to pass on to the Buyer the benefit of any guarantee or warrantee which may have been given to Leading Light Technologies Ltd by its supplier or manufacturer or as implied in favour of Leading Light Technologies Ltd but the Buyer will identify Leading Light Technologies Ltd against all costs, claims and expenses incurred in connection with the enforcement thereof. Save as stated above, all warranties, express or implied, are hereby excluded and under no circumstances will Leading Light Technologies Ltd be liable for any consequential or contingent loss or damage.
- AMENDMENTS OR CANCELLATION
Orders cannot be modified or cancelled without written agreement of the parties. The Buyer shall indemnify Leading Light Technologies Ltd in respect of the cost of any cancellation, in whole or part, of any order.
- EXPORT REGULATIONS
The Buyer undertakes not to deal with the Products in violation of United Kingdom and European Community export or other applicable regulations.
Buyer acknowledges that in entering the contract Buyer has not relied on any documentation, statements or representations given or made by or on behalf of Leading Light Technologies Ltd other than documentation specifically identified as applying to the contract.
- FORCE MAJEURE
Leading Light Technologies Ltd shall not be under any liability for any failure to deliver, any delay, loss or damage due to any cause beyond Leading Light Technologies Ltd’s control, including but not limited to acts of nature. Government intervention, strikes and lookouts and delays by suppliers.
The Buyer may not assign this contract or any rights or claims hereunder without Leading Light Technologies Ltd’s prior written consent.
Failure by Leading Light Technologies Ltd to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right or prevent enforcement thereof thereafter.
The invalidity or un-enforceability of any provision of these terms and conditions shall not affect the other provisions which shall be construed in all respects as if such invalid or unenforceable provisions had been omitted.
Any notices sent to the Buyer shall be deemed to be delivered if sent to Buyer’s last known address.
The contract shall be governed, construed and enforced in accordance with the laws of England and Wales.