Terms & Conditions
- ‘Buyer’ means the person who buys or agrees to buy the goods from the seller.
- ‘Conditions’ means the terms and conditions of sale set out in this document and any 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 the Buyer agrees to buy from the Seller.
- ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT.
- ‘Seller’ means LCO Trading Ltd.
2. Conditions applicable
- These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
- All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
- Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
- Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. The Price and Payment
- The Price shall be the price quoted in the Seller’s price list as at the invoice date. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
- Payment of the Price and VAT shall be due before goods are released for delivery.
- The Seller’s price list is subject to revision from time to time without prior notice.
4. The Goods
- The quality and description of the Goods shall be as set out in the Seller’s invoice.
5. Warranties and liability
- The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
6. Delivery of the Goods
- Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
- The Seller shall not be made liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
- If for any reason, the Buyer will not accept delivery of the Goods, or the Seller is unable to deliver the goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:
- risk in the Goods will pass to the Buyer
- the Goods will be deemed to have been delivered; and
- the Seller may store the Goods until delivery whereupon the Buyer will be liable for all costs and expenses (including without limitation,
- Storage and insurance).
7. Acceptance of the Goods
- The Buyer shall be deemed to have accepted the Goods after delivery to the Buyer.
- After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
- The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer as a breach by the Seller of this contract.
8. Title and risk
- The Goods shall be at the Buyer’s risk as from delivery.
- In spite of delivery having been made property in the Goods shall not pass from the Seller until:
- the Buyer shall have paid the Price plus VAT in full; and
- no other sums whatsoever shall be due from the buyer to the Seller.
- Until the property in the Goods passes to the Buyer in accordance with clauses 8.2 the Buyer shall hold the Goods and each of them in a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no 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 Seller’s property.
- Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
- The Seller shall be entitled to recover the Price (plus VAT) notwithstanding 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 Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so, the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8 shall cease.
- The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without the prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
- The Buyer shall ensure and keep insured Goods to the full Price against `all risks` to the reasonable satisfaction of the Seller until the date that the property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
- The Buyer 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 Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9. Remedies of Buyer
- Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
- Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
- The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
- In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
- All communications between the parties about the Agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission.
- Communications shall be deemed to have been received:
- if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting)
- if delivered by hand, on the day of delivery;
- if sent by facsimile transmission on a working day prior 4.00pm at the time of transmission (as evidenced by a written confirmation report) and otherwise on the next working day.
11. Force Majeure
- Should the Seller be delayed in or prevented from making delivery of the Goods due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the Goods, breakdown of machinery, shortage of labour or of raw materials or Act of God or due to any other cause whatsoever beyond the Seller’s reasonable control, the Seller shall be at liberty to cancel or suspend the Order without incurring any liability for any loss or damage arising therefrom.
- The terms of this Agreement may only be changed by written Agreement signed by a duly authorised representative of each party.
- The rights to terminate this Agreement shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
- If any of the terms of this Agreement are held to be invalid, illegal or unenforceable in any respect, whether in whole or in part, such invalidity, illegality or unenforceability shall not prejudice in the effectiveness of the rest of these terms or the remainder of any part of a term or terms affected.
- No waiver by the Seller of any breach of these Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any of the following circumstances the Seller shall be entitled to suspend any further delivery of goods under these Conditions without liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable:
- the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation; or
- a receiver is appointed of any of the property or assets of the Buyer; or
- the Buyer ceases to carry on business;
- the Buyer fails to pay the Price on or before the due dates.
13. Proper law of contract
- This contract is subject to the Law of England and Wales.