1. Summary of Trading Terms
THIS REFERS TO OUR FULL TERMS AND CONDITIONS
1. Prices – ( T&C Section 3, paragraphs a – c)
· The current Price List annuls and replaces all previous lists
· All prices are quoted exclusive of Value Added Tax
· All prices are quoted Ex Works. The Libra Company (“Libra”) reserves the right to charge for delivery to the customer’s premises as below
2. Sale & Purchase (T&C Sections 2, 5 and 9)
· All orders are subject to availability and Libra reserves the right to refuse orders from customers of less than £300
· Notification of cancellation of orders must be made in writing
· Libra reserves the right to refuse first orders from customers of less than £600 in value
· Back Orders will automatically be sent out unless a cancellation request is received in writing by the Sales Office
· At Libra’s discretion goods may be accepted for return and credit. Libra reserves the right to charge £35 for collection from the customer’s premises and a 20% re-stocking fee
3. Credit (T&C Sections 4 and 8)
· All goods remain the property of Libra until the customer has paid all sums owing to Libra on any account
· For Authorised Credit accounts Invoices shall be due for payment in full 30 days from the date of Invoice
· Payment of invoices shall be made in pounds Sterling (GBP) in full without deduction or set-off or counterclaim unless otherwise agreed by the Seller.
· Libra reserves the right to withdraw Credit facilities at any time and to seek immediate payment of all amounts due
4. Delivery (T&C Sections 5 and 11)
·
· Northern/Republic of Ireland: Carriage Paid Orders are £1000 and over. Orders of less than £1000 in value will incur carriage charges of 10%
· Export Orders: Minimum Order is £1000. Terms are ex-works
· All goods should be examined on delivery. Any loss or damaged goods must be noted on the delivery documents and a claim made in writing within 3 days. Neither Libra nor its carriers will accept claims for damages if the goods have been signed for as unexamined
· Whilst Libra makes every endeavour to effect delivery on its own vehicles it will be necessary at some peak times to use other carriers. Libra must be notified if deliveries cannot be accepted on pallets
· Libra reserves the right to levy a surcharge for delivery of bulky items. The customer’s agreement will be sought prior to such despatch
· A Premium Rate delivery service is available and 48 hour delivery can be arranged at a charge of £35 or 10% of the delivery value, whichever is greater
2. STANDARD TERMS & CONDITIONS
The Libra Company Ltd (“The Seller”)
CONDITIONS OF
1) Application
These Conditions apply to all sales and/or proposed sales of goods by the Seller to any purchaser and/or proposed purchaser (“the Buyer”), supersede any previous conditions of sale issued by the seller and shall apply in place of and prevail over any terms and conditions of sale contained or referred to in the buyer’s order or in correspondence or elsewhere implied by trade custom or practice or course of dealing unless specifically agreed to in writing by a Director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.
2) Quotations and Acceptance
a) A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same and for any reason prior to the Seller’s acceptance of the Buyer’s order.
b) The Seller’s acceptance of the Buyer’s order shall be effective only either 1) where such acceptance is made on the Seller’s printed Order Acceptance form duly countersigned by an authorised representative of the Seller or 2) on the commencement by the Seller of work on the order
3) Prices
a) The prices of the goods shall be those contained in the Seller’s list prices therefore current at the time of dispatch. The Seller shall have the right at any time to withdraw any discount from its normal prices and/or revise prices to take into account increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the imposition of any tax or levy (including without limitation any duty or levy relating to the sale, delivery, export or import of the goods), any variation in the quantity of the goods ordered and any variation in exchange rates
b) Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price,
c) Unless otherwise specified all prices are quoted Ex Works and the Seller shall have the right to charge for delivery.
4) Terms of Payment
a) Subject (where appropriate) to Condition 7
b) Payment of invoices shall unless otherwise agreed in writing be made in pounds Sterling (GBP) in full without deduction or set-off or counterclaim within 30 days from the date of the Invoice unless otherwise agreed by the Seller.
c) Any extension of credit allowed to the Buyer may be changed or withdrawn by the Seller at any time and if so all sums owed by the Buyer may be changed or withdrawn by the Seller at any time shall immediately become repayable upon demand.
d) Interest shall be payable on overdue accounts at the rate of 3% over The Yorkshire Bank base rate to run from the due date for payment until the receipt by the Seller of the full amount in cleared funds whether or not after judgement.. The Seller reserves the right to recover from the Buyer all expenses reasonably incurred by the Seller in the collection of overdue sums.
e) If in the opinion of the Seller the credit-worthiness of the Buyer shall have deteriorated prior to the delivery the Seller may require full or partial payment of the price prior to delivery or the provision of security for payment by the Buyer in a form acceptable to the Seller and the Buyer shall immediately indemnify the Seller against all loss sustained or expenditure incurred resulting from any suspension in manufacturing or delivery including storage costs. If such payment or security is not provided within 30 days of demand the Seller may sell the goods produced for the Buyer and recover any additional losses.
5) Delivery
a) Delivery dates referred to in any quotation may be stated in writing by a duly authorised official of the Seller to be otherwise and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular time, date or dates. Without prejudice to the foregoing, any stipulated time for delivery shall not run until the Seller has received all necessary information or other items to enable the Seller to being production of the goods.
b) Delivery shall be at the Buyer’s premises unless otherwise stipulated or agreed by the Seller If the Buyer collects the goods from the Seller’s premises or the Seller’s agent’s premises as may occur from time to time then delivery shall be at the seller’s premises. The Seller will charge for delivery unless the price is expressed as being inclusive of delivery charges.
c) If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery and/or shipment of the goods the Seller shall be entitled to terminate the contract with immediate effect and/or dispose of the goods as the Seller may determine and/or recover from the Buyer any loss or additional costs (including without limitation any damage and storage costs) which result from such refusal or failure.
d) Unless otherwise expressly agreed the Seller may effect the delivery in one ore instalments. Where delivery is effected by instalment each instalment shall be treated as a separate contract and any failure by the seller to deliver any one or more instalments or at any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated
6) Risk
Subject (where appropriate) to Condition 7 and Condition ^ © below
a) Where goods are delivered at the Seller’s premises (or their Agents) risk therein shall pass to the Buyer upon transfer of the goods to the Buyer or the Buyer’s carrier or 14 days from the Seller notifying the Buyer that the goods are available for collection whichever occurs first.
b) Where the goods are to be delivered by the Seller’s own transport or by a carrier on behalf of the Seller risk therein shall pass to the Buyer ipon delivery. The Seller shall advise the Buyer of the scheduled date of dispatch.
c) Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer notice specified in section 32(3) of the said Act.
7) Export Sales
In any case where goods are sold CIF or FOB or on the basis of any other international trade term the meaning of such term contained in INCOTERMS (2000 Edition) shall apply except where inconsistent with any of the provisions contained in these Conditions.
8) Title
All goods are supplied to the Buyer on the following terms:
a) The goods shall remain in the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the seller in full and in cleared funds the agreed price for the goods together with the full price of any other goods which are the subject of any other contract with the Seller.
b) Until such payment the Buyer shall be in possession of the goods solely as bailee for the seller and in a fiduciary capacity shall insure the goods and shall store the goods separately and in such a way as to enable them to be clearly and readily identified as the property of the Seller. Such means of storage shall include but is not limited to an irrevocable undertaking not to store or secrete the Seller’s goods within any other packaging or container not bearing the name or logo of the Seller.
c) The Seller reserves the immediate right of repossession of any goods to which it has retained title as aforesaid and thereafter to re-sell the same and for this purpose the Buyer hereby grants an irrevocable right and license to the Seller, the Seller’s servants and agents to enter upon all or any of its premises and/or vehicles with or without notice during normal business hours or any such time as the Buyer’s premises may be open or ostensibly open for business. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller hereunder or otherwise.
d) Subject to the terms hereof, the Buyer is licensed by the Seller to process the said goods in such a manner as it may wish and/or incorporate them in or with any other product or products supplied to the express condition that the new product or products or any other goods or chattel whatsoever containing any part of the said goods shall become the sole and exclusive unencumbered property of the Seller and the Buyer hereby irrevocably undertakes to store them separately and mark them so that any such good, product or chattel shall be clearly and readily identifiable as being made from or with the goods which are the property of the Seller.
e) The Buyer may in the ordinary course of business sell and deliver the goods or any product with the Seller’s goods to any third party as the Seller’s bailee and in a fiduciary capacity provided that the entire proceeds of sale are held in trust for the benefit of the Seller and are not mingled or combined by any other means with other monies and shall at all times be identifiable as being the seller’s monies. The Buyer agrees immediately upon being so requested by the Seller in writing or otherwise to assign the Seller all rights and claims which the Buyer may have against its customers arising from such sales until payment is made in full as aforesaid.
9) Variation
The Seller will be deemed to have fulfilled its contractual obligations in respect of any delivery even though the quantity may be up to 15% more or less than the quantity specified in the contract and in the event the Buyer shall pay for the actual quantity delivered. It is herby agreed that such a condition shall make it unreasonable for the Buyer to reject the delivery. The Seller hereby reserves the right to amend and/or vary the style, presentation, colour, container, packaging design or logo without notice. Such variation shall not give rise or cause for the Buyer to reject the goods.
10) Third Party Rights
a) The Buyer shall indemnify the Seller against any and all liabilities, claims and costs incurred by or made against the seller as a direct or indirect result of the carrying out of work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party.
b) The Seller shall have no liability to the Buyer in the event of goods infringing or being alleged to infringe the rights of any third party. In the event that the goods (including any patent, copyright, trade mark, know how, or any other intellectual property or industrial property right) are or may be subject of third party rights the seller shall be obliged to transfer to the Buyer only such title and the Seller may have.
c) The Buyer shall indemnify the Seller against any and all liabilities, claims and costs incurred by or made against the Seller due to any alteration or addition made to the goods by the Buyer their servants or agents.
d) The Buyer shall immediately notify the Seller of any claim made or action brought or threatened alleging infringements of the rights of any third party and the Buyer shall not make any admission of liability whatsoever or take any other action in connection thereof. The Seller shall have absolute control and shall conduct any such proceedings in such a manner as it shall determine. The Buyer shall provide all such reasonable assistance in connection therewith as the Seller may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
11) Data and Specifications
a) Unless expressly agreed in writing by a duly authorised office of the Seller all and any marketing literature, advertising material, samples, drawings, designs, specifications and particulars of weight, volume and dimensions submitted by the Seller are approximate only and the Seller shall have no liability in respect of any deviation there from. The Seller accepts no responsibility for any errors, omissions or other defects in any packaging, specifications, drawings or designs not prepared by the Seller and the Seller shall be indemnified by the Buyer against any and all liabilities and expense incurred by the Seller arising there from. Notification of any special purpose for which the goods are to be put by the Buyer shall only be deemed to have been made if in writing by the Buyer and delivered to and agreed by the Seller prior to delivery.
b) All specifications, information and prices relating to the goods submitted by the Seller are confidential and shall not be disclosed to any third party without the Seller’s written express consent. The Buyer shall keep confidential and shall not use or disclose to any third party any technical or commercial information it has acquired from the Seller from the negotiations, discussions or other communications between them relating to the goods.
c) The Seller reserves the right (but shall at all times be under no duty) to make any changes in the specification of the goods (including packaging) which are required to conform with any applicable statutory requirements (whether domestic or foreign) or where the goods are to be supplied to specification, to make changes which do not materially adversely affect the performance or appearance of the goods,
12) Liability
a) Without Prejudice to the other limitations on the Seller’s liability in these conditions the seller shall not be liable to the buyer: -
i) For any shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within 3 days of receipt of the goods but subject to Condition 9 above
ii) For loss and or damage to the goods or any part thereof in transit (where the goods are carried by the seller’s own transport or by a carrier on behalf of the Seller) unless the Buyer notifies the Seller in writing of any such claim within 3 days of receipt of the goods or the scheduled date of delivery whichever shall be the earlier.
iii) For defects in the goods caused by fair wear and tear, abnormal conditions of storage or use or any act, omissions, neglect or default of the Buyer or of any third party
iv) For any other defects in the goods unless notified to the Seller within 28 days of receipt of the goods by the Buyer (or where the defect would not be apparent upon reasonable inspection, within 6 months of delivery) and in each case, the Buyer has notified the seller in writing of any such defect as soon as it becomes aware of it and unless the defects complained of shall be found to have arisen solely form the Seller’s faulty materials, method of manufacture or design.
b)
i) Where the liability is accepted by the Seller under paragraph (a) above the Seller’s only obligation shall be at its sole discretion to make good any shortage or non-delivery and or as appropriate to replace or repair any goods found to be damaged or defective and or refund the cost of such goods to the Buyer. All goods replaced shall be the sole property of the Seller.
ii) The Seller’s aggregate liability to the Buyer shall whether for negligence, breach of contract, misrepresentation or otherwise in no circumstances exceed the cost of defective, damaged or undelivered goods which give rise to such liability as determined by the net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
Subject to the foregoing all conditions and warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded (including without limitation in respect of fitness for purpose, performance, use, nature or quality of the goods) and the Seller shall not under any circumstances be liable to the Buyer for any loss, damage or injury direct or indirect (including without limitation any consequential economic loss or loss of contracts or revenue) resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by negligence of the Seller its employees, servants and/or agents SAVE THAT nothing herein should exclude or restrict the Seller’s liability for death or personal injury caused by the negligence of the Seller
c) The Seller’s prices and agreements to sell at the prices as may vary from time to time are determined on the basis of the limits of the liability set out in this condition. The Buyer may by written notice to the seller request the Seller to agree to a higher limit of liability provided insurance cover can be obtained. The Seller shall, if it agrees, effect insurance up to such limit and the Buyer shall pay immediately upon demand the full amount of any and all premiums. The Buyer shall disclose such information as the insurers require without prejudice to the other limitations on the Seller’s liability in these Conditions. In no circumstances whatsoever shall the Buyer be entitled to recover from the seller more than the amount received from the insurers.
d) If any pre-exclusions of liability or any other provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or in part the other provisions of the agreement and the remainder of the affected provisions shall continue I force and effect
13) Force Majeure
The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller’s reasonable control including but not limited to Act of God, war, strike, riot, lock-out, trade dispute, interruption of work force, accident, breakdown, unavailability of plant or machinery (including those of the Seller’s servants or agents), fire, flood, storm or any other adverse meteorological conditions, difficulty or increased expense in obtaining essential staff, materials or transport for the performance of the contract or other circumstances affecting the supply of goods or of the raw materials therefore by the Seller’s normal source of supply of the manufacture of goods by the Seller’s normal means or the delivery of goods by the Seller’s normal means of the delivery including those of any sub-contractor that the Seller may use from time to time in its ordinary course of business.
If the Seller as a result of the circumstances referred to above has insufficient stock to meet all its commitments the Seller may apportion available stock between its customers at its sole discretion.
14) Insolvency
If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or, if being a company, an order is made or a resolution passed for winding up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by the Seller) or if a Receiver or Administrative Receiver is appointed of any of the Buyer’s assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a Receiver or manager or which entitle the Court to make winding up order or if the Buyer takes, causes, suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and suspend further deliveries and/or determine the rights of the Buyer under Condition 8 and/or by notice in writing to the Buyer determine the contract and/or any other contracts with the Buyer.
15) Waiver
No Failure by the Seller in exercising or enforcing any right, power or privilege under this agreement shall operate as waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any such right, power or privilege in this agreement at any time or times hereafter.
16) Communication and Notice
Any notice required hereunder shall be in writing and be deemed to have been duly given if sent by prepaid first class post, telex or facsimile to the party concerned at its registered or last known address. Notice sent by first class post shall be deemed to have been given on the date of the dispatch.
17) Jurisdiction
The validity, construction, interpretation and performance of this contract shall be governed solely in accordance with English law and parties do hereby agree to submit to the exclusive jurisdiction of the English Courts.
Signature on Behalf of Buyer:………………………………………………………….
Position within Company……………………………………………………
Date:………………………………………………………….
Company Stamp:
