STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES
November 2012 Revision
1. BASIS OF SALE
1.1 Linpic Limited shall sell and the Customer (person, company or organisation) shall purchase the Goods and/or Services in accordance with any written quotation of Linpic or any contract signed between the two parties or any written order of the Customer which is accepted by Linpic on and subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quote is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. ORDERS AND SPECIFICATIONS
2.1 No order submitted by the Customer shall be deemed to be accepted by Linpic unless and until confirmed in writing by Linpic’s authorised representative.
2.2 The Customer shall be responsible to Linpic for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving Linpic any necessary information relating to the Goods and/or the Services within a sufficient time to enable Linpic to perform the Contract in accordance with its terms.
2.3 The quantity, quality and description of and specification for the Goods and description of and any specification for the Services shall be those set out in Linpic’s quote (if accepted by the Customer) or the Customer’s order (if accepted by Linpic).
2.4 No order which has been accepted by Linpic may be cancelled by the Customer except with the agreement in writing of Linpic and on terms that the Customer shall indemnify Linpic in full against all loss (including loss of profit), costs, (including the cost of all labour and materials used), damages, charges and expenses incurred by Linpic as a result of cancellation.
3.1. All quotations are valid for 30 days only or until earlier acceptance by the Customer.
3.2 Linpic shall agree with the Customer an estimate of expected costs prior to the commencement of any work. The supply of a Purchase Order by the Customer to the value of the estimate of expected costs shall be considered an agreement of expected costs.
3.3 Linpic reserves the right, by giving notice to the Customer at any time before delivery, to increase the quote to reflect any increase in the cost to Linpic which is due to any factor beyond the control of Linpic (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities, description of or specifications for the Goods and/or the Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Linpic adequate information or instructions.
3.4 Except as otherwise stated under the terms of any quote and unless otherwise agreed in writing between the Customer and Linpic, all quotations are given by Linpic are for delivery at Linpic’s premises, and where Linpic agrees to deliver the Goods otherwise than at Linpic’s premises, the Customer shall be liable to pay Linpic’s charges for transport, special packaging and insurance.
3.5 The quotation is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to Linpic.
4.1 Linpic shall be entitled in its sole discretion to require payment by the customer:- in advance of delivery of the Goods and/or supply of the Services, of costs estimated by Linpic to be payable in respect of such delivery or supply; at any point during delivery of the Goods and/or supply of the Services, of the costs accrued up to that point with the balance invoiced on completion; or on completion of the delivery of the Goods and/or supply of the Services.
4.2 Accrued costs at any point during delivery of the Goods and/or supply of the Services shall be calculated from the amount of work carried out to that point as recorded by Linpic on its systems.
4.3 For Customers who have made payment in advance, should the supply of Goods and/or Services be cancelled, either by Linpic or the Customer, Linpic will provide a full refund or pro rata as appropriate. Where the supply of Goods and/or Services has not commenced a full refund will be appropriate. Where the supply of Goods and/or Services has been part completed, Linpic will deduct costs accrued from the advance and refund the balance in accordance with Clause 4.2. should there be an overestimate of costs; Linpic will refund the amount of the overestimate within 30 days of the delivery of the Goods and/or supply of the Services.
4.3 If any payment to be made by the Customer to Linpic is overdue, interest will be chargeable thereon as well after as before judgement on a day to day basis at an annual rate of 4% above the Bank of England Base Rate from time to time applicable, until the sum due is paid.
4.4 Where any sum owed by the Customer to Linpic under this or any other contract is overdue or if at any time the credit standing of the Customer has in the opinion of Linpic been impaired for any other reason Linpic may withhold any deliveries of goods due to be made and/or refuse to continue work under this Contract until arrangements as to payment or credit have been established which are satisfactory to Linpic.
4.5 Where any sum owed by the Customer to Linpic under this or any other contract is overdue Linpic shall be entitled to cease work upon this Contract until such sum (together with such interest as may be due thereon) is paid and in the event that such default continues for longer than 30 days Linpic shall be entitled but not bound (without prejudice to any other rights that he may have in respect thereof) to terminate this Contract forthwith and to dispose of any Goods that have been appropriated by Linpic to this Contract.
5.1 Delivery of each consignment of the Goods shall be made at Linpic’s premises unless otherwise agreed in writing provided that Linpic shall be entitled to withhold delivery of the Goods until the Customer has paid all sums due to Linpic hereunder.
5.2 At the Customer’s written request and expense, Linpic will arrange for transport of the Goods to the Customer’s premises and arrange insurance of the Goods whilst in transit. All charges for transport, special packaging and for insurance of the Goods in transit are payable by the Customer in addition to the estimated price.
5.3 Unless otherwise expressly agreed in writing with the Customer any delivery times specified by Linpic in its estimate or otherwise are business estimates only and Linpic will not be liable to the Customer for any loss or damage sustained by the Customer as a result of Linpic’s failure to comply with such delivery times.
6.1 Linpic shall be entitled to store the Goods (or any of them) at their own premises or elsewhere at the Customer’s expense if: –
6.1.1 where the Customer has elected to collect the Goods from Linpic‘s premises, the Customer fails to take delivery at the time specified therefore.
6.1.2 where the Customer has elected to have the Goods delivered by Linpic either Linpic is unable to dispatch the Goods by reason of any act or omission on the part of the Customer or Linpic has dispatched the Goods but the Customer fails to take delivery thereof.
6.1.3 Linpic is withholding delivery of the Goods pursuant to the proviso to Condition 6.1.
6.2 The expenses that Linpic may reclaim from the Customer include all reasonable costs incurred by Linpic (whether by way of storage, insurance or otherwise) in respect of the Goods and it is expressly declared that it shall be reasonable for Linpic to effect insurance in respect of the Goods notwithstanding that the risk therein has passed to the Customer.
7. UNCOLLECTED EQUIPMENT
7.1 If any equipment belonging to the Customer and submitted to Linpic under this contract is not collected by the Customer, or his agents, within 30 days of delivery of the Goods/Services pursuant to this contract, Linpic reserves the right to dispose of said equipment in any manner it sees fit and may reclaim from the Customer any reasonable costs incurred in disposal.
8. FORCE MAJEURE
9.1 Linpic will not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond its control including but not limited to an act of God, war, civil disturbance, requisitioning, governmental or parliamentary restrictions, prohibitions or enactments of any kind, import or export regulations, strike lock-out or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire or accident.
10. LAW AND INTERPRETATION
10.1 The contract shall be deemed to be a contract made in England and shall be construed according to the law of England. Any dispute shall be referred to an English court which shall have sole jurisdiction.