1: Scope of Application
These General Terms and Conditions (hereinafter the Terms) of LM Technologies Ltd (hereinafter the Supplier) shall be applied to the sale and delivery of the products manufactured and/or distribution by the supplier (hereinafter the Products) and/or any services related to the Products or technologies of the Supplier (hereinafter the Services).
These Terms shall be applied between the Supplier and the party purchasing Products or Services (such party hereinafter the Customer – the Supplier and the Customer are jointly hereinafter referred to as the Parties and a Party is construed accordingly). These Terms are attached to the offer and/or purchase document or written agreement between the Parties and the Terms shall become an integral part of any above agreement or document by and between the Parties unless specifically otherwise agreed in writing by the Parties.
1a: The goods are subject to warranty and part 5. All descriptions and drawings relating to goods in any catalogues or product sheets are for illustrative purpose only and do not form part of the agreement between Supplier and Customer. All representations as the performance of the goods are based on the information provided by the manufacturer.
Unless otherwise agreed, all prices shall be quoted in Pounds Ex Works at the Suppliers offices in Birmingham, excluding (VAT) @ current value set by HMRC added tax and all other taxes shall be borne by Customer. If the Parties have not agreed on specific prices for the Products and/or Services the prices of the Suppliers price list up-dated from time to time shall be applicable.
The Supplier is entitled to adjust and review the prices for the Products and/or Services periodically by notifying the Customer at least two (1) weeks before the effective date of the adjustment. Notwithstanding the above, in the event that any material and unexpected price changes of the raw materials for the Products or material shortage of Product components should arise, the Supplier shall promptly notify the Customer and shall thereafter reserve the right to review the prices for the Product with immediate effect accordingly.
3: Payment Term
Unless otherwise agreed, the payment term for the Products and the Services is in advance unless credit terms are agreed and our debt protection agency has cleared the company for an agreed credit limit. Interest on any delayed payments shall be at a rate of 7.5% per month from date of invoice compounded monthly until payment is received in full. If payment is not made within the agreed time period LM Technologies Ltd will be entitled to charge additional interest and any legal or court fee incurred in recovering the debt. All payments are to be made in pounds sterling unless otherwise indicated on the invoice.
4: Title and Risk of Loss
Full title to the Products shall transfer to the Customer once the Products have been duly paid. Unless otherwise agreed between the Parties, the risk of loss shall transfer in accordance with Ex-Works terms.
The Suppliers warranty period for the Products is three (3) months, or under the manufacturer guarantee. If the Supplier is the manufacturers then a separate guarantee will be provided. The warranty period commences from the reception the Products by the Customer or at the latest, with ten (10) days after the Products have been dispatched from the Supplier facility.
The Supplier shall at its own discretion either replace or repair the defected Products during the warranty period provided that the Products have not been misused or mishandled or otherwise caused to be defected by the Customer or any third party not acting on behalf of the Supplier.
The Supplier has the right to request all during the warranty period defect Products, for which the Customer has placed a warranty claim to the Supplier, to be sent at the Customer expense to the Supplier for the Suppliers further investigation. In the event that such recalled Products have become defected through any improper use of the Products have been otherwise caused to be defected by the Customer has materially provided the Supplier with false information, the Supplier is not obligated to replace or repair such Products.
The Supplier hereby disclaims all other warranties, express or implied including by not limited to warranties of merchantability and fitness for particular purpose (excluding the purpose specifically agreed between the Parties).
6: Delivery Procedures and Delayed Deliveries
The Customer shall submit the Supplier with written orders relating to the Products and the Supplier shall within 14 days confirm the delivery time to the Customer.
The Customer shall be entitled to receive a penalty sum of 0.1 per cent of the amount of the delayed batch of Products in a specific confirmed order for every delayed week attributed to the Supplier. The delivery shall be deemed to have occurred in accordance with the agreed delivery term and if not otherwise agreed the delivery shall occur according to Ex-Works, Inco terms 2000 (The definition of Inco terms shall be in accordance with the international chamber of commerce addition 2000) at the Suppliers plant in Birmingham UK. In the event of delay, the Customer shall submit a written notice of occurred delay to the Supplier. The maximum amount of the penalties payable on delayed deliveries by the Supplier shall be point five (0.5) per cent of the value of the delayed Products. The above penalty shall be the sole remedy for any delayed deliveries on behalf of the Supplier.
Timely delivery of the Products by the Supplier is contingent upon Customer supply, when needed, all required technical information and/or data and/or specification required from the Customer. In the event that the delay is attributable to the Customer, the Supplier is entitled to extend its time to delivery accordingly without any obligation to pay the above penalty amounts. In the event that the Customer has failed to pay for the earlier deliveries of the Products, the Supplier shall have the right to withhold any further deliveries of the Products until the payment has occurred with any obligation to pays the above penalty amounts.
7: Confidentiality and Non-Disclosure
Both Parties acknowledge that, in the course of performing the purpose of the Terms and any underlying agreement between the Parties, the Parties will be receiving from each other, and have received, proprietary information from the other which the disclosing Party wishes to protect from public disclosure (hereinafter Proprietary Information). Proprietary Information as used herein includes without limitation all information disclosed at any time before, after, or at the time of execution of the delivery of the Products between the Parties relating to any confidential information to trade secrets which have been or shall be disclosed by either Party relating to the business, customers, products, marketing and sales plans, strategies and the like. The Parties undertake to hold all such Proprietary Information in confidence (and shall require their employees to undertake similar confidentiality obligations) and shall not disclose such, except to employees or representatives to whom disclosure is necessary in order to fulfil the purpose of the deliveries of the Products. Excluded from this obligation shall be (i) any information which is or becomes publicly known through no wrongful act or breach of the above confidentiality obligation on behalf of the receiving Party (ii) information that was legally in the possession of the receiving Party without any obligation of confidentiality before disclosure by the disclosing Party: (iii) Information that is independently developed by implies of the receiving Party with the use of any Proprietary Information and (iv) information that is rightfully received form a third party with restriction and with a breach of the above confidentiality obligations. This confidentiality obligation shall survive the termination of any deliveries. After the termination of any underlying agreement between the Parties the receiving Party undertakes to return or destroy all information received from the disclosing Party.
8: Limitation of Liability
Neither Customer or Supplier shall be liable to the other party in contract, tort, or otherwise for any loss of profit, loss of revenues, loss of anticipated savings, loss of data, whether such loss arises directly or indirectly and for nay indirect or consequential loss of any kind whatsoever.
The limitation of liability above shall not be applicable if the breaching Party acts in wilful misconduct of gross negligence.
The liability of Supplier relating to any damages shall be limited to the payments received from the Customer for the batch of defected Product in question. The Supplier is not liable to Customer for any direct or indirect damages of the Customers own customers or any other third parties.
9: Intellectual Property Rights
Any rendered Services or deliveries of the Products and or Firmware/ Software from the Supplier to the Customer shall not grant the Customer any title of interest to any intellectually property rights of the Supplier. All intellectual property rights in the Products and/or Services including without limitation to any source codes, design, topography or any related documentation, trademarks, trade names, copyrights, inventions of any kind whether or not patented or patentable and trade secrets are the sole property of the Supplier and shall vest with the Supplier. The Customer may not with the prior written consent alter, observe, remove or otherwise interfere with the Suppliers intellectual property rights nor cause or permit anything which may damage or endanger the intellectual property rights of the Supplier.
10: Force Majeure
The Parties shall be released momentarily from their obligation hereunder in the event of unforeseen circumstances beyond their control, including but not limited to, acts of God, wars, riots, strikes, fires, floods, shortage of labour or materials, labour disputes, governmental restrictions or other causes beyond reasonable control of the Parties. In the event of any such delay, the date of performance shall be deferred for a period equal to the time lost by reason of delay. The Parties shall notify the other in writing of such events or circumstances within seven (7) days of the occurrence.
11: Governing Law and Arbitration
The offer, purchase orders and confirmation, delivery documents and any other documents or issues relation to the delivery of the Products or the Services rendered shall be governed by and interpreted in accordance with the laws of England excluding the conflict of laws provision.
The Sale of Goods Act Goods (April11, 1980) shall not be applicable to these Terms and any underlying agreement between the Parties, (355/1987, as amended) and the Vienna Convention on the International Sale of goods.
12: Divisibility Clause
This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately, any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and any defect of defect in delivery of any other instalment.
13: Ongoing agreed terms
Although each new order is a new contract in itself, once signed the parties are agreed terms ongoing for each new and separate order that unless either party stipulates otherwise a new order is place on the Supplier.