PLEASE BRING THE TERMS AND CONDITIONS LISTED BELOW TO THE ATTENTION OF THE PERSON OR PERSONS WITHIN YOUR ORGANISATION WHO ORDER OUR GOODS / SERVICES AND HANDLE OUR RELATED PAPERWORK
In these Terms and Conditions the following words have the following meanings:
The “Company” – Livewire Electronic Components Limited whose registered office is at Cwm Barn, Llantrisant, Usk, Monmouthshire NP15 1LG (Registered Number: 03083720)
“Goods” – All and any Goods offered for sale by the Company
The “Customer” – Any third party who orders or purchases Goods from the Company
The “Price” – The price for the Goods excluding carriage, packing, insurance
and VAT as set out in the Company’s quotation or as set out in the Company’s price lists currently in force .
“Order” – Any order whether verbal or written placed with the Company for the supply of Goods
“Delivery Date” - The date on which the Goods are delivered
1.1 These Terms and Conditions (which may be amended from time to time by the
Company giving at least 7 days notice in writing to the Customer) apply to Goods and specifically exclude any other terms or conditions the Customer might seek to impose.
1.2 Acceptance in full of these Terms and Conditions is deemed to have taken place by the Customer’s application for credit and/or by the placing of an Order with the Company.
1.3 No alteration, waiver or modification of these Terms and Conditions shall be valid unless countersigned by a duly authorised Director of the Company
2.1 All Orders shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Terms and Conditions.
2.2 As soon as a written or oral order is taken from the Customer by the Company the Customer is bound to accept the Goods.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Terms and Conditions.
2.4 The Company may from time to time make changes in the specification of the Goods in compliance with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
2.5 All orders are subject to credit approval before acceptance, and periodical review of credit limits.
3. Price and Payment
3.1 All Goods are accepted and quotations made on the basis that the Goods will be charged at the Prices ruling at the date of the Order.
3.2 Unless otherwise specified, Prices quoted are exclusive of VAT and all other taxes and duties payable, except import tariff, which is included in the Price.
3.3 Unless otherwise specified in writing by the Company invoices in respect of the Goods are raised on delivery of the Goods and are due for payment 30 days from the end of the month following the invoice date, time of payment to be of the essence
3.4 Bills of exchange, bankers drafts and letters of credit will be accepted only by prior agreement in writing and the Customer will be liable for any discounting or bank charges incurred.
3.5 A clerical mistake or a mistake arising from any accidental slip or omission in a letter of credit will not discharge the Customer from his obligation to pay for the Goods and the Customer will ensure that payment to the Company is made.
3.6 The Company reserves the right to charge compound interest at 4% per annum over Nat West Bank Plc’s base rate on all amounts overdue before and after judgment accruing on a daily basis. The Customer will be liable for all costs incurred in the collection of the amounts overdue (including without limitation all legal and administrative costs) after the due date of payment on a full indemnity basis.
3.7 If the Customer is in default in making payment, the Company may decline to make further deliveries without affecting its rights under, or repudiating these Terms and Conditions. If despite default by the Customer the Company continues to supply Goods, this will not constitute a waiver or in any way prejudice the Company’s legal position.
3.8 Prices are the Company’s ex works prices and where the Company agrees to arrange for the Goods to be sent to the Customer the Customer shall be responsible for the costs of loading carriage and unloading.
3.9 The cost of pallets and packaging of the Goods will be due from the Customer and invoiced in addition to the Price
4.1 Set Off
4.1 The Company will in respect of all unpaid debts due from the Customer for the sale of Goods or any other contract have a general lien over Goods of the Customer in its possession although such Goods or some of them may have been paid for and will after the expiration of 14 days notice to the Customer be entitled to dispose of such Goods as it deems fit and apply the proceeds towards such debts
5.1 Samples are provided to the Customer solely to enable the Customer to judge for himself the specification and quality of the Goods and not as to constitute a sale by sample. The Customer will take the Goods at his own risk as to their corresponding with the said sample and subject to the normal variation between bulk and sample.
6 Data Regarding Goods
6.1 Where Goods are supplied by the Company to the Customer with a data sheet specification the Customer must use the Goods according to their specification. The Company will not accept any responsibility for any defects caused by the Customer’s use of the Goods outside their specification.
6.2 The Company will accept the return of time sensitive Goods where such Goods are out of date on the Delivery Date.
6.3 The Company does not warrant the accuracy of any data supplied to the Customer by its agents or suppliers.
7.1 If between the date of acceptance of the Order and the Delivery Date the Company or its suppliers adopt any changes in construction or design of any Goods, the Customer will accept the Goods as modified.
8 Liability for Defective Goods
8.1 Save as provided by the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982 or any other superseding statutory provision, the Company will not accept liability for any defects in the Goods.
8.2 Notwithstanding clause 8.1 above, the Company will only accept liability for any defect provided that: -
8.2.1 the Customer inspects the Good immediately upon delivery and gives written notice to the Company of the alleged defect, such notice to be received by the Company within seven days of the Delivery Date, and
8.2.2 the Customer affords the Company a reasonable opportunity to inspect the Goods and if so requested by the Company returns a sample of the allegedly defective Goods to the Company, carriage pre-paid, for inspection to take place there, or to the original supplier for testing, and
8.2.3 the Customer makes no further use of the Goods that are alleged to be defective after the time at which the Customer discovers or ought to have discovered that they are defective.
8.3 Notwithstanding clauses 8.1 and 8.2 above the Company will not be responsible for: -
8.3.1 defects caused due to compliance by the Company with the Customer’s own instructions, or
8.3.2 defects caused by the incorrect operation or handling by the Customer of the Goods, or
8.3.3 defects caused by the Customer using the Goods outside their specification or normal purpose or outside published performance data.
8.4 If the Company is of the opinion that any Goods are defective the Company may at its discretion: -
8.4.1 replace the Goods; or
8.4.2 take such steps as the Company deems necessary to bring the Goods into a state where they are free from such defects; or
8.4.3 issue either a partial or full refund or credit note for the appropriate part of the Price,
PROVIDED THAT the liability of the Company will not exceed the Price of the defective Goods.
8.5 Performance of any of the options in clause 8.4 will constitute an entire discharge of the Company’s liability for defective Goods.
8.5 The Company will not accept the return of Goods without written authorisation signed by a duly authorised employee of the Company.
8.6 Any Goods returned by a Customer to the Company must be returned in their original packing. And damage to the Goods in transit thought to be caused by inadequate packaging will be borne solely by the Customer.
9 Performance in Instalments
9.1 In the event of an Order for a large quantity of Goods being placed the Company may perform the delivery of such Goods in instalments and each instalment will be deemed to be a separate contract and no failure of or delay in any instalments nor any defect in the content thereof will entitle the Customer to treat the contract with regard to any remaining instalments as repudiated. The Company will raise a separate invoice and require payment for each such instalment
10.1.1 Unless acceptable specific instructions are received from the Customer, the Company will select a suitable carrier of the Goods. Delivery of the Goods to the carrier will constitute delivery to the Customer and the risk in the Goods shall pass to the Customer at the point that the Goods are passed to the carrier. The Customer shall be responsible for insuring the Goods from the point of delivery to the carrier.
10.1.2 All reasonable effort will be made by the Company to keep to any date specified for delivery but the Company accepts no liability in case of failure to do so. The Company will not be liable to make good any damage or loss arising directly or indirectly out of delay in delivery whether or not such delay is caused by the fault of the Company.
10.1.3 The specification for packing the Goods will be entirely at the discretion of the Company who may pack the Goods in such manner and with such materials and in such quantities as it in its absolute discretion thinks fit and shall not be obliged to comply with the packaging instructions or requests of the Customer.
10.1.4 The Company will not be liable: -
10.1.5 for any delay, deviation, loss or detention of the Goods in the course of transit or for misdelivery or short delivery, or
10.1.6 for non-delivery or non-arrival of the whole or part of any consignment of Goods, or
10.1.7 for non-delivery caused by delay in the Company receiving the Goods from its supplier.
10.5 If the estimated date of delivery is not specified and acknowledged by the Company in respect of any Order or agreed between the Customer and the Company the Delivery Date will be a date within a period of twelve calendar months from the date of receipt of the Order.
11.1.1 Where necessary the Customer shall promptly obtain all necessary export or import licences, clearances and other consents necessary for the supply of the Goods.
12 Property and Retention of Title
12.1.1 In spite of delivery having been made property and title in the Goods shall not pass from the Company to the Customer until the Customer shall have paid in full the Price plus VAT in full and any other sums which shall be due from the Customer to the Company.
12.1.2 Until property and title in the Goods passes to the Customer in accordance with Clause 12.1 above, the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Customer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
12.1.3 In the event that the Goods have been inserted or incorporated into another product or equipment, the Goods remain the absolute property of the Company and the Company may remove the Goods from the other product or equipment.
12.2 The Company may for the purpose of recovery of its Goods enter upon the premises where they are stored or where they are reasonably thought to be stored and may repossess the same in the event of any breach of these Terms and Conditions by the Customer or any act of bankruptcy, step in liquidation or appointment of a receiver or assets of the Company.
12.2.1 For the purpose of exercising its remedies in clause 12.4 above the Customer acknowledges that the Company has a licence and right of access to enter upon the Customer’s Premises for exercising its remedies.
12.2.2 In the event of non-payment in accordance with clause 3 above, the Company has the right to trace into the proceeds of sale any of the Goods.
12.2.3 Nothing in this Clause will prevent the Customer from selling in the ordinary course of his business to a third party on the condition that if the Customer owes money to the Company or the payment of such monies is subject to a dispute between the parties the Customer will: -
12.2.4 pay all monies received for such sub-sale into a separate account in trust for the Company, and
12.2.5 transfer all the rights that they have in the sub-sale transaction to the Company
13.1.1 Save where the same cannot be excluded by statute: -
13.1.2 All conditions and warranties expressed or implied are hereby expressly excluded.
13.1.3 The Company will be under no liability for any loss or damage howsoever caused which arises in respect of indirect or consequential loss or damage.
13.1.4 The Company will be under no liability for any loss or damage howsoever caused which arises in respect of the Customer’s liability to a third party whatsoever.
13.1.5 Without prejudice to any other term or condition, the Company will be under no liability for any loss or damage of whatever kind howsoever caused or arising unless the same is due to its wilful default.
13.1.6 Without prejudice to the generality of Clause 13.1 hereof all advice and recommendations given by or on behalf of the Company to the Customer as to the method or storing, applying or using the Goods, the purpose for which the Goods may be applied and the suitability of using the Goods in any manufacturing process or in conjunction with any other materials are given without liability on the part of the Company, its servants or agents.
13.1.7 In the event that notwithstanding the provisions of clauses 13.1 and 13.2 hereof, the Company is found liable for any loss or damage, that liability will in no event exceed £1000.
In the event of a cancellation of an Order the Company reserves the right without prejudice to charge up to 100% of the Price for Goods held by the Company pending delivery or for Goods for which the Company cannot cancel delivery from its suppliers and up to 50% of the Price of the remaining balance. In addition (but without prejudice to the aforegoing provisions and without limitation) in the event of cancellation by the Customer of part only of an Order the Company shall be entitled to recalculate the Price for the uncancelled part of the Order as if it constituted the whole Order and to re-invoice the Customer accordingly.
14.1.1 Force Majeure
14.1.2 The due performance of the Contract is subject to cancellation or variation by the Company as a result of any act of God, war, riot or civil dispute, strikes, lock outs or other labour dispute, fire, flood, drought or accident, legislation requisitioning or other act or order by any government department or other duly constituted authority or any other cause whether of the foregoing classes or not beyond the Company’s control. In such event no liability will attach to the Company by reason of cancellation or variation of any contract, and the Company may apportion its available Goods among its Customers as it thinks fit.
14.1.3 Completion of the any contract for the sale and purchase of Goods governed by these Terms and Conditions may be wholly or partially suspended and the time of suspension added to the original contract in the event of stoppage, delay or interruption of work in the establishment of the Company or any of its suppliers before or during the delivery period as a result of any of the causes set out above or any causes whatsoever beyond the control of the Company.
14.1.4 This clause applies, to any of the above causes occurring either in the United Kingdom or in the country of the origin of the Goods or the country of destination of delivery of the Goods.
15.1.1 If the Customer makes default in or commits any breach of its obligations pursuant to these Terms and Conditions or if the Customer commits any act of bankruptcy or has any execution or distress levied upon any of its goods or property or makes any arrangement or composition with its creditors or being a limited company if any resolution or petition to wind up its business is passed or presented or a receiver of the whole or part of its undertaking, property or assets or any part thereof is appointed, the Company will have the right forthwith to determine any contract then subsisting, without prejudice to any claim or right the Company might otherwise make or exercise.
15.1.2 The Customer will notify the Company immediately on the occurrence of any of the above events.
16.1.1 The Company’s rights and remedies will not be prejudiced by any indulgence or forbearance to the Customer and no waiver by the Company of any breach by the Customer will operate as a waiver of any subsequent breach.
17 Effect of Legislation
17.1.1 The unenforceability or invalidity of any clause or sub clause of these Terms and Conditions will not affect the enforceability or validity or the remainder and if any of these Terms and Conditions or any part of one of them is rendered void, voidable or enforceable by any legislation to which it is subject it will be void, voidable or unenforceable to that extent and no further.
18 Proper Law
18.1.1 The Law of England will govern the construction, validity and performance of these Terms and Conditions and the parties hereby submit to the non – exclusive jurisdiction of the English Courts. The paragraph headings herein are only aids to reference and will not effect the construction of these Terms and Conditions.