1. Quotations and Acceptances
Quotations are valid for 30 days only and are subject to written confirmation by LCM Systems.
Any quotation given by LCM Systems shall be construed as an invitation to treat only and not an offer and shall represent no obligation until LCM Systems shall have accepted the Purchaser's offer.
In the event of inconsistency between these conditions and those of the Purchaser the conditions of LCM Systems shall prevail. No variation shall be binding unless in writing and signed by a duly authorised person on behalf of LCM Systems.
2. Title and Risk
Ownership of the goods will pass to the Purchaser only on receipt by LCM Systems of the full invoice price of the goods including VAT and interest where applicable.
Risk in the goods shall pass to the Purchaser when the goods leave the premises of LCM Systems and carriage will, unless otherwise agreed in writing, be the responsibility of and at the risk of the Purchaser.
Until payment in full for such goods has been made to LCM Systems the Purchaser shall be a Bailee of the goods and shall owe them a fiduciary duty as Bailee and shall store the goods separately so that they are identified as LCM Systems property. In the event of the Purchaser re-selling the goods before LCM Systems has been paid in full therefore the Purchaser shall in discharge of the said fiduciary relationship account to LCM Systems for the price of the goods (and any interest thereon if due) from the proceeds of such re-sale and to this purpose shall place such proceeds into a separate account so as to be identifiable as being in LCM Systems beneficial ownership. This clause is without prejudice to any other claims LCM Systems may have against the Purchaser.
3. Payment Terms
Credit terms must be confirmed in writing before delivery otherwise the goods will only be supplied on a cash with order basis. In the case of an approved credit sale payment must be made within 30 days of the invoice date or such other period of time stipulated in writing by LCM Systems.
All other transactions will be strictly on a cash with order basis.
VAT must be added to the total purchase price at the rate applicable at the date of delivery.
Interest will be charged on all overdue accounts from 30 days after the invoice date (unless otherwise stipulated) until payment is received by LCM Systems (and if by cheque until the cheque becomes cleared funds) at 5 per cent above the base-lending rate of National Westminster Bank plc from time to time in force.
LCM Systems Limited ('LCM Systems') guarantee that we will, at our option, replace faulty goods supplied by LCM Systems or repair the same or refund the purchase price thereof subject to the claim being made in writing to us within 12 calendar months after the invoice date for the goods or such other period as may be notified by us for specific products from time to time. This guarantee shall be in lieu of any warranty or condition implied by law as to the quality or fitness of the goods for any particular purpose.
Where our goods are of a type ordinarily bought for private use and are purchased for use other than in the course of business our conditions of sale do not limit or exclude the Purchaser's legal rights If the products are faulty. The goods to which the claim relates must be returned to us within the period of 12 calendar months suitably packaged and where relevant, in accordance with any particular instructions which LCM Systems may have notified at the time of supply and accompanied by an advice note stating the original invoice number for the goods and the nature of any claim or defect together with such further information as LCM Systems may at the time of supply have stipulated. If these requirements are not complied with our guarantee shall not apply and ~ shall be discharged from all liabilities arising from the supply of defective goods.
Save as provided in Clause 4 above we shall not he under any liability (whether in contract tort or otherwise and whether or not resulting from our negligence or that of our employees) in respect of defects in goods delivered or for any damage loss or expense resulting from such defects. We shall not be under any liability for damage loss or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to our negligence or that of our employees.
In no event shall any breach of contract or tort (including negligence) or failure of any kind on our part or that of our employees give rise to any liability for loss of revenue or any consequential loss or damage arising from any cause whatsoever.
No return of goods will be accepted by LCM Systems except for work under our repair/ exchange service or when claiming for replacement under guarantee in accordance with Clause 4 above. Any goods that are returned may be subject to a re-stocking charge, the value of which will be confirmed in writing prior to the goods being accepted as returns. Any value stated will be based on the goods being returned in the same condition that they were despatched in.
Software and associated documentation developed by LCM Systems is sold on condition that no additional copies of the software in its documentation will be made or permitted by the Purchaser or subsequent end user unless prior written agreement has been received from LCM Systems.
8. Patents and Copyright
The sale of the goods and publication of any information or technical data relating thereto does not imply freedom from patent or registered design or other industrial property rights in respect of any particular application of the goods.
The Purchaser warrants that any designs and specifications, which the Purchaser supplies to LCM Systems, will not involve the infringement of any patent or registered design or other industrial property rights in the manufacture and sale of the goods by LCM Systems.
The Purchaser undertakes to indemnify and keep indemnified LCM Systems against all royalties claims actions demands proceedings losses and costs In connection with any infringement or alleged infringement of any patent or registered design or other industrial] property fights in the manufacture sale or application of the goods arising out of or in connection with the matters described in paragraphs (a) and/or (b) above.
Tools and patterns made for the manufacture of goods to be supplied under the contract and the copyright therein remain the property of LCM Systems notwithstanding that the Purchaser any have paid for or otherwise contributed towards the cost of such tools and patterns.
10. Purchasers Items
Items supplied by the Purchaser under the contact shall be of a suitable quantity and shall be provided free of charge and in sufficient quantities and at the times required by LCM Systems. Any defect items provided by the Purchaser shall not entitle the Purchaser to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of any such defect. The Purchaser shall indemnify and keep indemnified LCM Systems from and against all actions demands claims proceedings losses or costs arising from the supply of defective items by the Purchaser.
11. Technical Specifications
Although every effort has been made to ensure that the accuracy of information and data published by or supplied through LCM Systems, no responsibility is accepted for damage injury loss or expense resulting from any error or omission in such information or data and the, right is reserved to incorporate design changes without notice. It is recommended that the Purchaser verifies all published information and data together with future availability before standardisation into production designs or for other dedicated purposes.
12. Force Majeure
LCM Systems shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the contact due to any cause outside the reasonable control of LCM Systems including (but not limited to) act of God fire flood war and other civil disturbance or riot act of Government currently restriction labour dispute strike unavailability of materials or failure of supplier carrier or subcontractor to deliver on time.
When delivery is delayed for reasons attributable to the Purchaser or its agent's storage and other additional costs shall be charged to the Purchaser and the goods will be at the Purchase's risk from the date of commencement of such delay. LCM Systems reserve the right to invoice the goods on the original delivery date, which will be the date of commencement of the guarantee under Clause 4.
14. Transit Delays
Queries regarding shortage of goods must be made in writing within 10 days of the despatch date of the goods and accompanied by the deliver note. Queries regarding goods invoiced but not delivered must be made in writing within 10 days of the invoice date and the invoice number quoted.
If the Purchaser commits any breach of the terms and conditions of the contract or suffers distress or execution against its property or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with its creditors or goes or is put into liquidation (other than solely for the purpose of amalgamation or reconstruction while solvent) or if a receiver is appointed over any part of the Purchasers business LCM Systems may without prejudice to any rights which may have accrued or which may accrue to it terminate the contract summarily by notice in writing.
Any goods delivered to the Purchaser in respect of which the full invoice price due to LCM Systems shall not have been paid (including VAT and interest where applicable) shall forthwith on the happening of any of the events described in Paragraph (a) above be returned to LCM Systems.
Any question relating to any goods or any contract subject to these conditions (or any agreed amendment of these conditions) shall be determined in all respects by the Law of England and the venue for such proceeding shall be Newport, IOW.