Terms & Conditions
General Terms and Conditions of Sale at LM
General Terms and Conditions of Sale at LM
“The Supplier”; “We”; “Us”; “Our” refers to LM Technologies Limited.
“The Customer”; “You” refers to the Party contracting with Us.
“The Parties” means both You and Us jointly.
“A Party” refers to either You or Us.
“The Products”; “The Goods” refers to the Products manufactured and / or distributed by the Supplier.
“The Services” means any services provided by Us to You pursuant to this contract.
“Standard Contract Delivery Terms” are Twelve (12) weeks from the date of order unless otherwise agreed.
“The Incoterms Terms” refers to the standard terms of the International Chamber of Commerce (“ICC”) 2010 edition. “The Terms” refers to these general terms as supplemented by the ICC Incoterms.
These general terms and conditions of the Supplier shall apply to the sale and delivery of the Products manufactured and / or distributed by the Supplier and / or any services rendered, relating to the Products or technologies of the Supplier.
These Terms are attached to the offer and / or purchase document or written agreement between the Parties and as such, are intended to be an integral part of any agreement or contract by and between the Parties unless specifically agreed otherwise in writing by the Parties. In the event of any conflict between these terms and the Incoterms, the Incoterms prevails.
Unless otherwise agreed and specifically stated on an invoice, all prices are quoted in Pounds Sterling and include Value Added Tax (VAT) at the rate set by HMRC at the time of purchase. In addition, unless otherwise agreed, all goods are to be dispatched Ex Works from the Supplier’s premises in Hong Kong and as such, all transportation charges and any taxes, duties charges shall be borne by the Customer.
The Supplier is entitled to periodically adjust and review the prices of its Products and / or Services, but will provide official written notification of any such increase to the Customer at least four (4) weeks prior to the effective date of adjustment.
Notwithstanding the above, in the event of unexpected price changes in the purchase cost of raw materials, or where shortages of production components occur, the Supplier reserves the right to review Product prices with immediate effect and shall promptly notify the Customer of the revised prices.
Unless otherwise agreed, the Customer shall pay for Goods and Services in advance with order and the Supplier is entitled to receive 100% of the quoted amount. All bank charges must be borne by the customer in full.
Applications for Credit Terms are strictly at the Supplier’s discretion. If the Supplier approves the Customer for Credit Terms and those terms are confirmed by the Supplier’s Debt Protection Agency, then the Customer will be granted credit. Unless otherwise agreed and specifically stated on an invoice, the credit terms shall not exceed a maximum of 30 calendar days, from the transfer of the ownership of the Goods or Services from the Supplier to the Customer. The Supplier reserves the right to reduce or withdraw Credit Terms to any Customer that fails to complete payments within their credit terms, or if the Supplier receives a notification from the Supplier’s Credit Protection Agency that the credit limit of the Customer is lost or reduced.
Interest on any delayed payments shall be accrued at the rate established for the late payment on commercial debt rate (UK) plus The Bank of England base rate from the date of the invoice and compounded monthly until payment is received in full. All payments are to be made in Pounds Sterling unless otherwise indicated on the invoice.
In the case that interest on any delayed payment was invoiced, the total liability of the Customer will increase by this interest charge and will be settled at the first priority, before the original amount of overdue invoice.
Full title to the Products shall only transfer to the Customer once the Products have been fully paid for. Unless otherwise agreed between the Parties, the risk of loss shall be transferred in accordance with Ex Works terms.
6.1 Unless otherwise agreed, the Supplier offers a warranty period of twelve (12) months to the Customer. The Supplier reserves the right to extend or reduce the guarantee time at their discretion for new order/s and, in this case, the Supplier will provide a separate manufacturer’s guarantee to the Customer.
6.2 The Warranty period for all Products commences at the earliest date of either:
i) On the date of the Customer’s receipt of the goods; or
ii) Within ten (10) days of the Product being dispatched from the Supplier’s facility.
6.3 Where Product(s) within warranty are believed to be faulty, the Customer understands and accepts that offers of repair, replacement or credit are at the Supplier’s discretion. The Customer further understands that Goods may only be returned to the Supplier when they have been registered and approved in accordance with the Supplier’s Return Merchandise Authorization (RMA) process. The Customer accepts that failure to comply with the Supplier’s RMA process will result in the rejection of their Goods with any affiliated costs in returning those Goods to their point of origin being borne by the Customer. Conditions of return also require that the Customer must:
i) Only return Product/s which has been officially approved for return by the Supplier [as certified by the assigning of an RMA number to the Customer’s RMA form].
ii) Return the Product/s to the Supplier at their own expense;
iii) Return the Product/s to the designated premises as specified on the Supplier’s RMA form;
iv) Only return those Product/s registered in the RMA form as agreed by the Supplier;
v) Enclose a copy of the Supplier’s RMA form with the return;
vi) Clearly labelled on any external packaging the return’s RMA number;
vii) Ensure that the Product/s are packed appropriately for despatch to guarantee safe and secure transit to the Supplier. Any returns received by the Supplier, or an agent acting on behalf of the Supplier, which fail to adhere to any of these given conditions will be rejected by the Supplier and the Product/s will be returned to the Customer at the Customer’s own expense.
6.4 The Supplier is under no obligation to repair, replace or refund any Products which have:
i) Been misused or mishandled, or otherwise caused to be defective by the Customer or any third party not acting on behalf of the Supplier; or
ii) Where the Customer is found to have provided the Supplier with false information.
6.5 The Customer shall not consider Goods that have been returned to the Supplier as being approved for credit or exchange, until the Supplier has confirmed that the RMA has been approved and concluded. As such the Customer may not counterpart, or reduce any payment to the Supplier in anticipation of a Credit Note being issued at a later date.
6.6 So far as allowed by the law, the Supplier hereby disclaims all other warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for particular purpose (excluding the purpose specifically agreed between the Parties).
The Customer understands and accepts that issuing an official Purchase Order to the Supplier, constitutes their acceptance of the Supplier’s Terms and Conditions. The Customer further understands that by placing their order with the Supplier they are committing to purchasing the Product at the price quoted; at the time stated; at the volume cited within that order and within payment terms provided.
7.1 In accordance with this, all due dates and manufacturing lead times will commence from the date of the Supplier’s acceptance of the Customer’s written order. The Supplier will endeavour to confirm all Customer lead times within a period of fourteen (14) days from the acceptance. The Supplier’s Standard Contract Delivery Terms are twelve (12) weeks from the date of acceptance and shall be deemed respected if the Supplier delivers the Goods prior to its expiry, or if the Supplier notifies the Customer that the Goods are ready for collection as per the Supplier’s standard Ex Works Terms.
7.1.1 Where the Supplier has issued a specific lead date to the Customer and has then failed to deliver the Goods in accordance with Clause 7.1, then the Customer shall be entitled to receive a penalty of 1% of the total invoice value from the Supplier. That penalty shall then increase at the rate of 1% for each week that the goods continue to be delayed. The Supplier may only receive a maximum penalty of 5% of the invoice total. This penalty shall be the sole remedy for any delayed deliveries on behalf of the Supplier. However, this penalty shall be voided in instances where:
i) The delay in the delivery of the Goods is caused or related to any instance outlined in Clause 12.
ii) The Supplier is withholding the Customer’s Goods, due to unpaid invoices, advances for the Goods or Services, or unresolved disputes on their account.
7.2 Where the Customer has committed to purchasing Goods from the Supplier in accordance with the terms of Clause 7, and is in possession of a Debt Protected Account, but is then unable to arrange the collection of those Goods from the Supplier, then the Supplier is entitled, at its discretion, to:
i) Deliver the Goods directly to the Customer without delay, invoicing the Customer for the full cost of carriage. Where the Customer is not in possession of a Debt Protected Account, the Supplier is entitled, at its discretion, to:
ii) Charge either a Stocking Fee of $40.00 (USD) to the Customer, or impose a penalty fee equal to 1% of the total invoice value [whichever is the greater] for each week that the Goods are delayed and have been awaiting the Customer’s collection. [This penalty fee will not exceed 30% of the total invoice value].
iii) The Supplier may only resell these Goods to another customer with the agreement of the Customer. However, charges being incurred against the Customer for non-collection will continue to accumulate until all Goods have been dispatched to the alternative customer. Prior to the first week’s penalty fee being invoiced to the Customer, the Supplier will issue an official notice to the Party, informing them they are due to incur this penalty.
7.3 The Supplier reserves the right to withhold Goods that are eligible for despatch if the Customer has:
i) Defaulted on an existing payment, which remains outstanding; or
ii) Exceeded their protected credit limit with the Supplier’s Debt Protection Agency; or
iii) Had credit facilities reduced or withdrawn by the Supplier’s Debt Protection Agency; or
iv) An unresolved dispute outstanding with the Supplier or its Debt Protection Agency.
7.4 On receipt of the Goods, the Customer is granted a fourteen (14) day period in which to notify the Supplier, in writing, of any material damage sustained to their Product/s.
7.5 The Customer understands and accepts that the Supplier is the manufacturer of the Goods and as such is required to manufacture the Customer’s Product/s to order. The Customer further understands that by issuing a Purchase Order to the Supplier, the Supplier is committing to the purchase of components, production material and scheduling costs, in order to produce that order. As such the Customer accepts that within five (5) days of issuing their Purchase Order to the Supplier, they are irrevocably committed to purchasing those Products at the price quoted; at the time stated; and at the volume cited within that order. The Customer understands that there are no conditions, circumstances or contingencies in which they can alleviate themselves from this obligation. If after five (5) days the Customer is unable or unwilling to take delivery of their Goods and / or complete payment to the Supplier, then the Supplier reserves the right to enforce the terms of Clause 7.5 to the full extent of the Arbitration Laws of the Courts of England and Wales. Alternatively, the Supplier also maintains the right, at their discretion, to accept a partial payment and / or Penalty Fee from the Customer, which would be of a lesser combined value than that of their original Purchase Order. Any Penalty Fee issued by the Supplier will be in accordance with the losses incurred in manufacturing the Customer’s Product/s but will not be below 30% of the total Invoice cost. The Supplier reserves the right to sell the effected Goods to an alternate customer without the consent of the Customer.
In accordance with Clause 7.4 of these Terms and Conditions, the Customer must contact the Supplier directly in order to register a material or financial query relating to their purchase. If the Customer does not receive a satisfactory response from the Supplier within fourteen (14) days of notification then they are permitted to raise their query with the Supplier’s Debt Protection Agency, if applicable. If the Customer chooses to raise a dispute notice with the Supplier’s Debt Protection Agency prior to this, or without any previous consultation with the Supplier, then the Supplier will:
i) Withhold further delivery of Goods in accordance with Clause 7.3, [Section 4]; and
ii) Have the right to terminate, with immediate effect, any and all contractual agreements in place with the Customer.
Other than in relation to a breach of clauses 9 or 10 below and] Save for wilful misconduct or gross negligence neither Party shall be liable to the other Party in contract or otherwise for any loss of profits, loss of revenues, loss of anticipated savings or loss of data, whenever or however such a loss arises, whether directly or indirectly and for any indirect or consequential loss of any kind whatsoever.
The liability of the Supplier relating to any damages shall be limited to the payments received from the Customer, for the batch of affected products in question. The Supplier will not, in any circumstances, be liable to the Customer for any direct, or indirect damages to any third parties (including customers of the Customer).
Both parties acknowledge that in the course of negotiations leading to this contract and any underlying agreement between the parties, the parties may receive, and have received from each other information 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 or trade-secrets which have been, or shall be disclosed by either Party relating to its 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 is independently developed by employees of the receiving Party, without the use of any Proprietary information and
iii) information that is rightfully received from a third party without restriction and without breach of the above confidentiality obligation.
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.
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 or interest to any intellectual property rights of the Supplier. All intellectual property rights in the Products and / or Services including without limitation: 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, without 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.
The Parties shall be released from their obligations 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 outside of their reasonable control.
[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. A Party shall notify the other in writing of such events or circumstances within seven (7) days of their occurrence].
The offer, Purchase Orders and confirmations, delivery documents and any other documents or issues relating to the deliveries of the Products or the Services rendered shall be governed by and interpreted in accordance with the laws of England and Wales, whose courts will have exclusive jurisdiction to settle any disputes or claims arising from this agreement.
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 notwithstanding any defect of default in delivery of any other instalment.
LM Technologies is a key enabler of both the Internet of Things (IoT) and cable-free integrator that designs, develops and manufactures innovative wireless products using world-leading technologies and standards, including Bluetooth®, WiFi™, Sigfox, Thread and Zigbee®.
We incorporate these technologies within our Wireless Modules and Adapters, designing our own hardware, firmware and software applications, delivering solutions to global market leaders in Point of Sale, Automotive and Engineering, Banking, Computing, Vending, Healthcare, Consumer Lifestyle, Home Automation, Location, Lighting, Taximeters and more.
Unit 19 Spectrum House
32-34, Gordon House Road
London NW5 1LP
Company Reg 05303785
VAT No GB820759524
+44 (0) 207 428 2647
LM Manufacturing HK Ltd
Flat 1801, Workingport
Commercial Building No.3
Hau Fook St, Tsim Sha Tsui
Kowloon, Hong Kong
Logistics & Warehouse
Go Electron Unit 801, 8th Floor,
Fabrico Industrial Building,
78-84, Kwai Chung Road, Hong Kong
LM endeavours to offer free Firmware, Hardware and Application software development to our customers, although it may be dependant on a Minimum Order Quantity.
For information, please contact us.
If you have a support enquiry please submit a support ticket.