LGT Limited

Specialist Glass Tempering Engineers
Suppliers of New & Used Tempering Systems

"Quality is not expensive - it is priceless"

STANDARD CONDITIONS OF SALE

1.0      General

1.1 All quotations are made and all orders accepted by LGT LIMITED, ("the  Seller") subject to the following conditions, which shall form part of and govern the Contract made pursuant to such quotation or order. Any variation of these conditions in any document of the Buyer is inapplicable unless accepted in writing by the Seller.

1.2 No variation may be made to the Contract except by agreement in writing between the parties.

1.3 In these conditions:-

"the Buyer"       means the person who enters into the Contract with the Seller;

"the Contract"   means the contract of which these conditions form a part;

"the Goods"      means the goods the subject of the Contract;

"Tests"          means such tests as the Seller shall determine to be appropriate and practicable to ensure that the goods conform to specification.

2.0      Quotations & Orders

2.1 The placing of an order following the Seller's quotation shall not be binding on the Seller until or unless confirmed by the Seller in writing. In the case of orders given verbally by the Buyer, whether by telephone or otherwise, the record made by the Seller of such order shall be conclusive and binding as to the specifications of the product involved, the delivery point and delivery date.

2.2 Additions or alterations to orders, however made, shall not be binding until confirmed by the Seller in writing.

2.3 Quotations and offers of delivery of goods from the Seller's stock are subject to the Goods being unsold on the receipt of the Buyer's order.

3.0      Price

3.1 Where there has been a written quotation, the prices quoted cover delivery on normal working days between normal working hours and, subject to current legislation, the Seller shall be entitled to increase the price in any quotation to cover increases in the cost to the Seller of materials, parts, transport, labour or any other commodity required for the production or delivery of the Goods occurring between the date of the quotation and the date of Delivery (as defined below).

3.2 Where there has not been a written quotation the price shall be that set out in the Seller's price list current at the date of Delivery (as defined below).

33 The prices referred to in the Clauses 3.1 and 3.2 shall be exclusive of Value Added Tax, which will be charged, where applicable at the rate prevailing on the relevant tax point.

4.0      Payment

4.1 The Seller reserves the right to refuse to execute any order if the arrangements for payment or Customer's credit are not satisfactory to the Seller.

4.2 The deposit, down payment, first payment, and any other stage payments made to the Seller are non-refundable to the Buyer, except where agreed contractually between both parties, where the order might be cancelled.

4.3 The Seller may in cases of late cancellation pursue the Buyer for additional costs against the order and claim back any underpayment in respect of the Sellers acceptable costs already accumulated against the contract.  This will be due payable by the Buyer within 7 days of cancellation or on accountability by the Seller, whichever is the latter.

4.3 Payment must be made strictly in accordance with the terms relating to payment in the quotation.

4.4 If payment is not made on the due date the Seller reserves the right to charge interest on the amount due at the rate of two per centum (2%) above the base rate of the Seller's bank published upon the due date in the United Kingdom national press.

4.5 Unless otherwise agreed, the Buyer shall not be entitled to exercise any rights of set-off or counterclaim, whether arising out of the Contract or not, against monies owed to the Seller for Goods invoiced and delivered to him.

5.0      Delivery

5.1 Any delivery date specified by the Seller shall be deemed an estimate only.

5.2 The Buyer shall not be entitled to refuse to accept the Goods because of later delivery.

5.3 The Seller shall not be liable for any loss or damage, whether direct of indirect or consequential, in whatsoever way arising, which is or might be occasioned by the Buyer, because of or in any way due to any reasonable delay or default in delivering (and taking into account the effect of Clauses 5.1 and 5.2 above) the Goods or any part of the Goods

5.4 Delivery of the Goods shall be deemed to have taken place

a)        where the Goods are carried in a vehicle owned by the Seller when the delivery note is tendered to the Buyer or his representative;

b)     where the Goods are to be carried in a vehicle sent or provided by or on behalf of the Buyer, when the delivery note is tendered to the driver of the vehicle at the Seller's premises or at the premises at which the Goods are being stored;

c)     where the Goods are to be carried by a carrier, when the delivery note is tendered to the carriers representative.

5.5 If by reason of instructions or lack of instructions from the Buyer or fault of the Buyer delivery or despatch in accordance with the Contract is delayed for 5 days after the Buyer has been notified that the Goods are ready for delivery or despatch the Buyer shall forthwith take delivery.

5.6 If the Buyer fails to take delivery forthwith the Seller shall be entitled to store the Goods other than at its premises at the Buyer's expense both in respect of storage and insurance and the purchase price shall be paid by the Buyer on presentation of a warehouse receipt or proof of storage by the Seller.

5.7 The Buyer shall reimburse to the Seller forthwith on demand all warehouse, insurance and other charges incurred by the Seller pursuant to this Clause.

6.0      Carriage

6.1  Unless otherwise stated, the Goods will be carried by the method of transport chosen by the Seller to the address specified by the Buyer.

7.0      Transfer of Risk

7.1  The Goods shall be at the risk of the Buyer as soon as delivery has taken place in accordance with Clause 5.4.

8.0      Off-Ioading

8.1 The Seller shall not be responsible for the off-loading of the Goods.

9.0      Erection or Installation by Buyer

9.1  If, pursuant to an agreement between the Seller and the Buyer, erection or installation of the Goods is undertaken by the Buyer then after completion of such erection or installation the Buyer shall give to the Seller seven days notice that the Goods are ready for Tests.

9.2 Prior to the commencement of Tests the Seller's engineer shall inspect the Goods as erected and make any necessary minor adjustments.

9.3 If, upon inspection by the Seller's engineer any major adjustments are necessary arising out of the erection or installation of the Goods by the Buyer, the Seller's engineer shall submit a report to the Buyer detailing the necessary remedial work to be carried out. The Tests shall be postponed until the remedial works have been completed and the Buyer has submitted a further notice in accordance with Clause 9.1 above.

9.4 What constitutes a minor or a major adjustment shall be determined by the Seller's engineer whose determination shall be binding upon the Buyer.

10.0   Acceptance and Performance of Goods

10.1 The Goods will be carefully inspected and, where reasonably practicable, submitted to the Tests prior to despatch. Where a certificate relating to the Tests is issued by the Seller it shall be accepted by the Buyer that the Goods conform to the specification.

10.2 No tests other than the Tests shall be carried out unless the Buyer and Seller have agreed to further tests in writing.

10.3 The Buyer or his representative may attend the Tests and/or the further tests referred to in Clause 10.2. The Buyer should request the Seller to give notice to the Buyer of the time and place that Tests are to be carried out, such request to be made at the time of the Buyer's order.

10.4 If the Buyer or his representative does not attend at the time and place notified to the Buyer the Tests and any further tests shall be deemed to have been carried out in the Buyer's presence.

10.5 An additional charge may be made at the Seller's discretion to cover the cost of the Tests and of any further tests.

10.6 The Seller can only accept the results of tests on Goods, the form and content of which have previously been approved by the Seller in writing, or where these tests are specifically included and detailed in the relevant British Standard (if any)and have been carried out strictly in accordance with the current British Standard and in the presence of a bona fide representative of the Seller.

10.7 The Buyer shall inspect the Goods immediately upon their arrival at its premises and shall within seven days of their arrival, notify the Seller in writing of any damage, shortage, over delivery, loss or other particulars by reason of which the Buyer alleges that the Goods supplied do not conform with the Contract. If no such notice is received, the Goods shall be deemed to have been supplied in accordance with the Contract and to have been accepted by the Buyer.

10.8 Where the Buyer gives notice to the Seller under Clause 10.7 it shall preserve the Goods intact for a period of 21 days after receipt by the Seller of the notice, during which period the Seller, its agent and servants shall be at liberty to attend at the Buyer's premises to investigate the complaint.

10.9 If the Buyer fails to comply with either Clause 10.7 or 10.8 it shall be deemed to have waived all or any claims, actions, rights or remedies it may have in respect of the non-conformity of the Goods to the Contract.

10.10 If upon inspection by the Seller:-

(a)       it finds a discrepancy ir, the amount of Goods delivered above or below the amount ordered, the Buyer will not be entitled to reject the Goods, but the Seller will make such further delivery or collection as shall result in the correct quantity having been delivered; or

(b)      the Goods are found by it to be damaged, or otherwise not in conformity with the Contract, the Seller shall in its absolute discretion at its own expense replace or otherwise make good the same, or take back the same and credit the Buyer with the price.

10.11 Damage, shortage, loss or other non-conformity with the Contract which is present only in a proportion of the Goods shall entitle the Buyer to remedies given by this Clause only in respect of that proportion and the Seller shall have no other liability whatsoever in respect of Goods rejected by the Buyer or delivered in a damaged condition or lost in transit.10.12 Seller and its servants or agents (on whose behalf the Seller contracts) shall have no liability to the Buyer for any loss, injury, damage or claim (whether consequential or otherwise and including loss of profits or of contracts) caused by or arising out of or in connection with the execution of this Contract or arising out of or in connection with any defect in or failure of or the use of the Goods supplied by the Seller (save in the case of liability for death or personal injury resulting from negligence) whether erected or not or for any act or omission in the assembly or erection thereof.

10.13 Any performance figures given by the Seller are estimates only and are based upon its experience and are such as it expects to obtain, on test. The Seller shall be under no liability whatsoever to attain such figures unless it has specifically guaranteed such performance figures to Buyer.

10.14 Notwithstanding the foregoing provisions or this Condition 10, if at any time after delivery of the Goods but prior to their acceptance thereof in accordance herewith the Buyer shall put the Goods or any part thereof into commercial use then the Buyer shall be deemed to have accepted all of the Goods (notwithstanding a shortfall in performance or otherwise immediately upon the first commencement of commercial use.

11.0   Ownership of the Goods

11.1  Notwithstanding delivery of and the passing of risk in, Goods to the Buyer, ownership of the Goods shall not pass to the Buyer until full payment for those Goods, and for all other goods supplied by the Seller to the Buyer, has been received by the Seller. Until ownership passes, (a) the Buyer shall hold the Goods as bailee for the Seller, shall refrain from encumbering them in any way and shall store them separately from any other goods on the Buyer's premises, clearly marked as the Seller's property; and (b) the Seller may, without prejudice to any other rights or remedies available to it, without notice, terminate all or any part of any contract with the Buyer or suspend or cancel deliveries there under, and repossess all or any of the Goods. For the purpose of so taking repossession, Buyer gives to the Seller irrevocable authority to enter the Buyer's premises without notice for the purpose of collecting and removing the Goods.

11.2  Notwithstanding the above, the Buyer may (subject to Clause 11.3 below) sell the Goods in the ordinary course of its business, but may not otherwise deal with, sell, part with possession of, consume or otherwise dispose of the Goods until title to them has passed to the Buyer as aforesaid.

11.3 If :-

(i)  the Buyer (being an individual) is adjudicated bankrupt or (if a company) has a receiver appointed over all or any of its assets or if a petition is presented or a resolution is passed to wind it up; or

(ii)  any sums due to the Seller from the Buyer on any account become overdue then and in any such event the Buyer shall be deemed to have repudiated the Contract and the Seller shall be deemed to have accepted such repudiation, and the Seller's permission to the Buyer to sell the Goods shall thereupon terminate automatically.

11.4 Any sale by the Buyer permitted by Clause 11.2 above shall, as between the Buyer and any buyer from it, be effected by the Buyer as principal and not as agent; but as between the Buyer and the Seller, the Buyer shall have a fiduciary duty to account to the Seller for all the proceeds of any such sale, and pending such accounting shall hold the same on trust for the Seller

12.0   Guarantee

12.1 The Seller guarantees that the Goods shall correspond in all respects with the specifications quoted.

12.2 If any of the Goods prove defective owing to faulty material, workmanship or design (other than a design or instruction furnished or given by the Buyer) the Buyer shall notify the Seller who will repair or replace the defective Goods. The Buyer shall only return defective Goods to the Seller upon the Seller's written request. Should failure of the Goods, claimed by the Buyer to be defective, have been caused by a reason or reasons other than faulty material, workmanship or design, the cost of repair or replacement and collection, delivery or redelivery, together with the Seller's charge for its personnel shall be borne by the Buyer.

12.3 The guarantees contained in Clauses 12.1 and 12.2 shall only have effect if:-

(a)       the erection or installation (in either case where carried out by the Buyer), operation and maintenance of each item comprising the Goods is in strict accordance with the Seller's instructions and with any operational manuals supplied with the Goods;

(b)      the erection or installation (in either case where carried out by the Buyer), operation and maintenance of each     item comprising the Goods was and is being carried out by competent personnel.

12.4 The Seller's liability in respect of any defect in the Goods shall be limited to those defects which, under proper use (which shall include installation in a proper environment) and excluding fair wear and tear, appear prior to the expiry of a period of 52 weeks from the date of delivery.

12.4  (i)  the Seller shall be under no liability whatsoever in respect of materials or parts of the Goods exposed to a furnace temperature in excess of 1060° C or work carriers of any form irrespective of the temperature to which such work can be exposed.

12.5 Except as provided by these Conditions and by Section 7 of the Consumer Protection Act 1987 all other conditions, warranties, terms representations and statements whatsoever, whether expressed or implied by statute, custom or otherwise, are hereby excluded.

12.6 In no circumstances shall the liability of Seller extend to loss of profit or loss of production of Buyer.

13.0   Force Majeure

13.1 Notwithstanding any agreement to the contrary, deliveries may be totally or partially suspended by the Seller during any period in which the Seller may be prevented or hindered from manufacturing, supplying or delivering the Goods as a result of riots, civil disturbances, strikes, lock-outs, industrial disputes, fire, floods, heat, frost, snow, storm or other intemperate weather, Act of God, acts of the Queen’s enemies or war (whether declared or not) or any hostilities carried on by any parties whatsoever, restraints of rulers of peoples' including interference’s by departments of government (whether in the United Kingdom or abroad) , perils of the sea, shortages or breakdown of shipping or other means of transport, failure or delay by customary suppliers or sub-contractors or any other unforeseen or exceptional circumstances.

14..0     Notices

14.3 Notices sent (i) by telex or by hand shall be deemed to be received upon receipt at the offices of the party to whom they are addressed (ii) by correctly addressed prepaid letter shall be deemed to be received 48 hours after posting (if internal to the United Kingdom} or 10 days after posting (if posted abroad).

15.0      Patents, etc.

15.1 The Buyer on his part warrants that any design or instructions furnished by him shall not be such as will cause the Seller to infringe any Letters, Patent, Registered Design, Trade Mark or copyright in the execution of the Contract.

15.2 The Buyer undertakes and covenants, for the benefit of the Seller and Seller's sub-contractors, not to copy, build or manufacture the Goods or any part thereof without the prior written consent of Seller or, where industrial property is licensed to the Seller, such licensor.

16.0      Export

16.1 These Conditions shall apply to all export sales except that where variations are imposed by this Clause then such variations shall prevail.

16.2 It is hereby agreed between the parties that the Uniform Law on International Sales shall not apply to the Contract.

16.3 Where Goods are to be delivered or despatched outside of the United Kingdom:

(a)       the terms upon which the Goods are delivered shall be as specified in the Seller's written quotation;

(b)      the risk in the Goods shall pass to the Buyer in accordance with the terms stated in the Sellers written quotation;

(c)       the terminology of the Sellers written quotation shall be defined by reference to Incoterms 1980 (as revised from time to time};

(d)      any dispute that may arise under or in relation to the Contract including its validity construction and performance shall be determined by arbitration under the rules of the London Court of International Arbitration at the date hereof; and

(e)       the parties agree that services of any notices in reference to any such arbitration shall be in accordance with Clause 14 above.

17.0      Hand Over

17.1The machine will be considered to be handed over to the buyer in order to establish the date of commencement of guarantee notwithstanding clauses 10 and 11 above, upon first glass production being processed through the machine, or unless otherwise specifically agreed in contract between the seller and the buyer.  This date will be noted in the operating manual given to the buyer during commissioning.

17.2Any work considered to be outstanding at the time of the commencement of guarantee should be notified in writing to the seller within seven days of the commencement of guarantee.

18.0      Miscellaneous

18.1 In these conditions:

(a)       words denoting the singular shall include the plural and vice-versa;

(b)      words denoting one gender shall include the other gender;

(c)       reference to these Conditions shall be construed as a reference also to any separate or independent stipulation or condition contained in them;

(d)      references to Clauses are references to Clauses of these conditions;

(e)       the Clause heading shall be disregarded in interpreting their provisions.

19.0      Law

19.1 These conditions and the Contract shall be subject to and construed in accordance with the English Law and the parties to the Contract hereby expressly submit to the jurisdiction of the English Courts.

Dec, 2005

Top of Page

Terms & Conditions

Web Site Copyright © 2006-2008 LGT Services Limited. All rights reserved.

Web designed by Imagekings Limited