Terms & Conditions of Purchase – Lecter Ltd

1. DEFINITIONS AND INTERPRETATION

1.1. In this document the following words and expressions shall have the following meanings:-
“Buyer” means Lecter Ltd.
“Buyer’s Premises” means the Buyer’s premises at 7 Merlin Centre, Gatehouse Close, Aylesbury, Buckinghamshire, HP19 8DP; or any relevant delivery/project address.
“Goods” means all of the goods itemised in the Order;
“Order” means the Buyer’s purchase order of the Goods;
“Price” means the price in sterling for the Goods stated on the Order, which shall be deemed to be inclusive of VAT (if applicable) or any analogous sales tax, carriage, freight, postage or insurance costs, discounts and other normal trade discounts;
“Seller” means the company, firm or person to whom an Order is sent by the Buyer; and
“Terms and Conditions” means the terms and conditions of purchase set out in this document.
1.2. To the extent of any conflict between these Terms and Conditions and the Special Conditions, the Special Conditions apply.
1.3. Reference to any Clause is to a clause of these Terms and Conditions.
1.4. Any reference in these Terms and Conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. GENERAL

2.1. These Terms and Conditions shall apply to every purchase made or Order placed by the Buyer and shall prevail over any terms and conditions and warranty which the Seller purports or seeks to apply. No conduct other than express written acceptance by the Buyer shall be deemed to constitute acceptance of any term or conditions put forward by the Seller.
2.2. No additions, alterations or substitutions to these Terms and Conditions shall be binding on the Buyer unless expressly accepted in writing by the Buyer.
2.3. Insofar as not otherwise previously accepted by the Seller in accordance with these Terms and Conditions the delivery of the Goods by the Seller to the Buyer’s Premises shall constitute acceptance of these Terms and Conditions.
2.4. Nothing in these Terms and Conditions shall prejudice any condition or warranty, expressed or implied, or any legal remedy to which the Buyer may be entitled in relation to the Goods or the Order, by virtue of any statute or custom or any general law or local law or regulation.
2.5. By agreeing with these Terms and Conditions the Seller also agrees with the Buyer’s Privacy Policy.

3. PRICE AND PAYMENT

3.1. The Seller shall produce to the Buyer a valid VAT invoice (“the Invoice”) in respect of the Price.
3.2. The Buyer shall pay the Price within 30 days of the following month of the date of receipt by the Buyer of the Invoice relating to the Goods delivered or, if later, of acceptance of the Goods by the Buyer.
3.3. No variation of the Price shall be accepted without the prior written consent of the Buyer.
3.4. The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.

4. DELIVERY

4.1. The Seller shall deliver the Goods to the specified address on the date specified in the Order during normal business hours 08:00 16:00, unless previously arranged otherwise. In this respect, time shall be of the essence and the Buyer reserves the right to cancel, without notice, the whole or any unexecuted part of the Order if the Seller fails to comply with this Clause for whatever reason.
4.2. In the event of cancellation by the Buyer in accordance with Clause 4.1:-
4.2.1. all sums payable by the Buyer in relation to the part of or whole of the Order cancelled shall cease to be payable;
4.2.2. the Seller shall repay to the Buyer immediately all sums paid by the Buyer in relation to the part of or the whole of the Order cancelled; and
4.2.3. the Buyer shall be entitled to recover damages from the Seller in respect of any losses caused to the Buyer as a result of the Seller’s failure to make delivery and/or as a result of the cancellation of the Order in whole or in part.

5. INSPECTION OF GOODS

5.1. The Buyer shall inspect the Goods upon delivery in accordance with this Clause 5. If any of the Goods have sustained damage/faults or there are any shortages in relation to the Order the Buyer shall notify the Seller of such shortages or damage.
5.2. In the event of notification by the Buyer in accordance with Clause 5.1 the following provisions shall have effect:-
5.2.1. the Buyer shall be entitled to reject all damaged Goods, in which case:-
5.2.1.1. the Seller shall be responsible for collecting the damaged Goods, at its own expense, from the Buyer’s Premises;
5.2.1.2. the Buyer shall bear no liability whatsoever for any loss or further damage caused to the damaged Goods in the period from delivery to the Buyer’s Premises to collection by the Seller;
5.2.1.3. all sums payable by the Buyer in respect of the damaged Goods shall cease to be payable;
5.2.1.4. the Seller shall repay to the Buyer all sums paid by the Buyer in respect of the damaged Goods; and
5.2.1.5. the Buyer shall be entitled to recover damages from the Seller in respect of any losses caused to the Buyer as a result of the Goods being damaged.
5.2.2. In relation to any shortages in the Order:-
5.2.2.1. all sums payable by the Buyer in respect of those Goods which are missing shall cease to be payable;
5.2.2.2. the Seller shall repay to the Buyer immediately all sums paid by the Buyer in respect of the missing Goods; and
5.2.2.3. the Buyer shall be entitled to recover damages from the Seller in respect of any losses caused to the Buyer as a result of the shortages in the order.
5.2.3. The Seller shall, on request by the Buyer, immediately replace the damaged Goods or complete the Order in relation to the shortages in it, at the Seller’s own expense; and/or
5.2.4. The Buyer reserves the right to cancel, without notice, the whole or any unexecuted part of the Order, in which case the rights and remedies itemised in Clause 4.2 shall be available to the Buyer.
5.3. In the event that, on inspection in terms of Clause 5.1, there is found to be an excess of Goods in relation to the Order the Buyer shall be entitled, at its discretion, in respect of any such excess to:-
5.3.1. reject the excess Goods by notice in writing to the Seller, in which case:-
5.3.1.1. the Seller shall be responsible for collecting the excess Goods, at its own expense from the Buyer’s Premises;
5.3.1.2. the Buyer shall bear no liability whatsoever for any loss or damage caused to the excess Goods in the period from delivery to the Buyer’s Premises to collection by the Seller; and
5.3.1.3. no sum shall be due by the Seller in relation to such excess Goods and in the event that sums are inadvertently paid to the Seller for the excess Goods, after notification in accordance with Clause 4.5.1. the Seller shall repay to the Buyer immediately all such sums;
5.3.2. accept such excess Goods by notification of such acceptance to the Seller, in which case the Buyer shall pay to the Seller the price of such excess goods in accordance with Clause 3.
5.3.3. the Buyer has the right to keep and or repair damaged/faulty goods at the expense of the Seller and/or at a reduced rate at the expense of the Seller.
5.3.4. Signature by the Buyer on any delivery note of the Seller is evidence only of the number of packages received. In particular, it is not evidence of the correct quantity of Goods received or that the Goods delivered are in good condition or of the correct quality.

6. PROPERTY

Property and risk in the Goods shall pass to the Buyer as soon as the Goods are delivered in accordance with Clause 4.1. This Clause shall not affect the Buyer’s right to reject the Goods in terms of Clause 5.

7. WARRANTY

7.1. The Seller warrants to the Buyer that the Goods and all of their components, where applicable, are of the nature, quality, substance, quantity and description ordered by the Buyer.
7.2. The Seller warrants to the Buyer that as from the date of delivery for a period of 12 Months the Goods and all of their components, where applicable, are free from any defects in design, workmanship, construction or materials.
7.3. In the event of a breach of the warranty contained in this Clause 7 by the Seller, the Buyer shall notify the Seller of such breach advising the Seller that it must within 14 days of such notification:-
7.3.1. repair any defective Goods, at the Seller’s expense;
7.3.2. replace any defective Goods, at the Seller’s expense; or
7.3.3. repay the Price or such part of the Price applicable to the Goods to which the breach relates.
7.4. In the event that the Goods are repaired or replaced in terms of Clauses 7.3.1 or 7.3.2, the Seller warrants those repaired or replaced Goods for a further period of 12 months from the date of repair or replacement on the same terms as those which applied to the Goods originally supplied.
7.5. The Seller warrants to the Buyer that the Goods comply with all British and EC statutory and other legal requirements applicable to such Goods.

8. INDEMNITY
8.1. The Seller shall fully indemnify the Buyer against any action, loss, liability, costs, claims, demands or expenses arising or incurred by the Buyer either at common law or by statute in respect of personal injury to or the death of any person or in respect of any loss or destruction of or damage to the property which shall have occurred in connection with any work executed by the Seller in relation to the Goods or shall be alleged to be attributable to some defect in the Goods.
8.2. The Seller shall fully indemnify the Buyer against any action, loss, liability, costs, claims, demands or expenses arising or incurred by the Buyer as a result of any claims by any third party that the Goods, their use or packaging infringe any intellectual property rights of that third party or any other third party.
8.3. If any sum is due from or payable by the Seller as a result of operation of Clause 8, such sum may be deducted from any sum then due or to become due to the Seller under any order or transaction placed or entered into by the Buyer with the Seller.

9. LIABILITY AND REMEDIES

It is expressly understood that neither the Buyer nor the Seller are “consumers” (as defined in the Unfair Contract Terms Act 1977).

10. FORCE MAJEURE

10.1. If performance of the Seller’s obligations is delayed or hindered by circumstances outside of the Seller’s control amounting to a “force majeure event” (as defined in Clause 10.3), the following provisions shall apply:-
10.1.1. the Seller shall as soon as reasonably practicable give the Buyer written notice giving full details of the reasons for delay and an estimate of its likely duration;
10.1.2. the Seller shall use its best endeavours to overcome the difficulties caused by the “force majeure event” and shall keep the Buyer informed of such endeavours; and
10.1.3. the Buyer shall have the option to terminate this contract if delivery is not made within a period of one month of the due date of delivery and the Seller shall reimburse the Buyer for all expenditure incurred as a result of the termination including any increase in the price of goods purchased from a third party of similar quantity, quality and description to the Goods.
10.2. If due to a “force majeure event” there is a shortage of goods of a type to be supplied under this contract resulting in there being less Goods delivered than were ordered by the Buyer, the Buyer may in its sole discretion accept such Goods and pay the relative proportion of the Price or reject such Goods and be entitled to an immediate refund of the Price.
10.3. In this Clause 10 “force majeure event” means events outside of the Sellers reasonable control including, but not limited to, strikes, sit-ins, trade disputes, walkouts or any other actual or threatened industrial action, breakdown of plant, machinery or interruption of power supplies, fire, flood, war, civil war or intervention by governmental authority.

11. WAIVER

No failure by the Buyer to enforce any of the Terms and Conditions shall constitute a waiver of its rights.

12. AMENDMENT

The Terms and Conditions may be subject to amendment from time to time by 7 days notice given by the Buyer. In the event that the Seller does not reject the amendment within that 7 day period the Seller shall be deemed to have accepted the amendment.

13. GOVERNING LAW

The interpretation of these Terms and Conditions are subject to the laws of England and both the Buyer and the Seller shall submit to the exclusive jurisdiction of the English Courts except that the Buyer may be entitled to proceed in any jurisdiction where proceedings may be lawfully brought.

Issue Date – 25.05.2018