1.1 In these conditions unless the context otherwise permits:- “the Company” means Lane Business Systems Ltd, registered in England number 2303669.
“the Customer” means the person firm or company who accepts a quotation of the Company for the sale of Goods or whose order for the Goods is accepted by the Company.
“the Goods” means the goods (including any instalments of the goods or any parts for them) which the Company is to supply in accordance with these Conditions and which for the avoidance of doubt includes software.
“the Conditions” means the standard terms and conditions of sales set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Company and the Customer.
“the Contract” means the contract for the purchase and sale of Goods.
“Writing” includes e-mail, telex cable facsimile transmission and comparable means of communication.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation
2. BASIS OF SALE
2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any quotation of the Company which is accepted by the Customer or any order of the Customer which is accepted by the Company subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing by an authorised representative of the Company. Any general variation will be notified to the Customer in Writing.
2.3 The Company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by the Company in Writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representation which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer ’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3. ORDERS AND SPECIFICATIONS
3.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order.
3.2 The quantity quality and description of the Goods shall be those given in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).
3.3 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect the quality of performance of the Goods.
3.4 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on the terms that the Customer shall indemnify the Company in full against all loss (including loss of profit) costs damages charges and expenses incurred by the Company as a result of cancellation.
4. PRICE OF THE GOODS
4.1 The price of the Goods or for any services provided by the Company shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for 5 working days only or until earlier acceptance by the Customer after which time they may be altered by the Company without giving prior notice to the Customer.
4.2 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost of the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation currency regulation alteration of duties increase in the price charged to the Company by its supplier for the Goods or any change in the delivery dates quantities or specifications for the Goods which is requested by the Customer or any delay caused by instructions of the Customer or failure of the customer to give the Company adequate information or instruction.
4.3 Except as otherwise stated under the terms of any quotation or any price list of the Company and unless otherwise agreed between the Company and the Customer all prices include the cost of normal packaging but exclude the cost of delivery and commissioning (where commissioning is applicable).
4.4 The price is exclusive of any applicable Value Added Tax which the Customer will be additionally liable to pay to the Company.
5 TERMS OF PAYMENT
5.1 Unless the Company shall have previously agreed in Writing with the Customer that the Goods shall be supplied on credit payment for the Goods shall be made in full by the Customer with the Customer’s order or with the Customer’s acceptance of the Company‘s quotation.
5.2 Where the Company has agreed to supply the Goods on credit the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods and the Customer shall pay the price of the Goods within 30 days of the date of the Company’s invoice notwithstanding that the property of the Goods has not passed to the Customer.
5.3 The time of payment of the price shall be the essence of the Contract. If the Customer fails to make payment on the due date then without prejudice to any right or remedy available to the Company the Company shall be entitled to:-
5.3.1 cancel the Contract or suspend any further deliveries or suspend any services to the Customer.
5.3.2 appropriate any payment made by the Customer to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Customer). 5.3.3 charge the Customer interest (both before and after judgement) on the amount unpaid at the rate of 5% per annum above Barclays Bank plc base rate from time to time until payment in full is made such interest being calculated on a daily basis.
6.1 Delivery of the Goods shall be made by the Company to such place as shall have been agreed between the Company and the Customer. Unless the Customer shall have notified the Company in Writing within 14 days of the date of the Company’s invoice therefore that the Goods have not been delivered then delivery shall be deemed to have taken place on the date of the Company’s invoice.
6.2 The Company shall be entitled to assume that any person signing a delivery note in respect of the Goods on behalf of the Customer or the Customer’s customer (if the Company has agreed to deliver direct) appearing or claiming to have authority to accept delivery on behalf of the Customer or the Customer’s customer (as the case may be) shall in fact have the authority.
6.3 Any dates quote d for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.4 Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.5 For the purpose of these Conditions where the Company has agreed to deliver Goods direct to the Customer’s customer any such delivery shall be deemed to be delivery to the Customer and any refusal by the Customer’s customer to accept delivery shall be deemed to be a refusal by the Customer.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of Goods the time when the Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk of the Goods or any other provisions of these Conditions the property of the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by or services agreed to be provided by the Company to the Customer for which payment is then due.
7.3 Until such time as the property of the Goods passes to the Customer the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate to those of the Customer and third parties and properly stored protected and insured and identified as the Company’s property.
7.4 Until such time as the property of the Goods passes to the Customer (and provided that the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon the premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8. WARRANTIES AND LIABILITY
8.1 The Company does not manufacture the Goods (or where the Goods comprise computer software does not publish the software) and subject to the conditions set out below the Company sells the Goods with the benefit of the manufacturer’s or publisher’s warranty (as the case may be).
8.2 The above warranty is given by the company subject to the following conditions:-
8.2.1 the Company will accept liability for defective Goods only to the extent that the Company is entitled to make a claim under the manufacturer’s or publisher’s warranty and obtain from the manufacturer or publisher a refund credit repair or replacement in respect of the defective Goods.
8.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow the Company’s or the manufacturer ’s or publisher’s instructions (whether oral or in Writing) misuse or alteration or repair of the Goods without the Company’s approval.
8.2.3 the Company shall be under no liability under the above warranty if the total price of the Goods has not been paid by the due date for payment.
8.2.4 the Company makes no Warranty or representation that any Goods supplied by it are or will be Year 2000 compliant and any terms or conditions which may be implied by common law, statute or otherwise to the contrary are hereby excluded to the fullest extent permitted by law. The Company shall have no liability whether in contract, tort (including negligence) or otherwise to its Customers for any loss, damage, costs, claims or liabilities whatsoever incurred or suffered by any Customer which relate or are attributable either directly or indirectly to any Goods supplied by the Company to the Customer not being Year 2000 compliant. For this purpose Goods are not year 2000 compliant if either their performance or functionality is adversely affected by the advent of the Year 2000.
8.3 Subject as expressly provided in these conditions all warranties conditions or other terms as to correspondence with description satisfaction quality fitness for purpose and correspondence with sample implied by common law or statute are excluded to the fullest extent permitted by law.
8.4 Subject to the provisions of this clause 8, where any valid claim in respect of the Goods based on any defect in their quality or condition found on delivery (“Dead on Arrival”) is notified to the Company in accordance with these Conditions the Company shall be entitled at its sole discretion to replace or repair the Goods (or the part in question) free of charge or refund to the Customer the price of the Goods or issue to the Customer a credit note for the price of the Goods but the Company shall have no further liability to the Customer other than a refund of the reasonable cost of the carriage for the return of the defective Goods. THE COMPANY RESERVES THE RIGHT TO REJECT ANY CLAIM UNDER THIS CLAUSE UNLESS NOTIFICATIO N OF A CLAIM IS RECEIVED BY THE COMPANY WITHIN FIVE WORKING DAYS AFTER THE DATE OF DELIVERY.
8.5 Any claim by the Customer which is based on a defect in the quality or condition of the Goods shall be notified to the Company’s Customer Services Department. Upon notification of any such claim by the Customer the Company shall either notify the Customer whether the policy of the manufacturer of the Goods is to deal with the Customer direct (in which case the Customer shall deal with the manufacturer direct provided the company gives sufficient details to enable the Customer so to do) or shall provide the Customer with an RMA number (in which case the Customer shall return the Goods to the Company in their original UNMARKED packaging together with details of the RMA number and the Customer’s name and address). FAILURE BY THE CUSTOMER TO OBSERVE THESE REQUIREMENTS MAY INVALIDATE THE CLAIM.
8.6 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty of common law or under the express terms of the contract for any consequential loss or damage (whether for loss or profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except where expressly provided in these Conditions.
8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligation in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control:-
8.7.1 Act of God explosion flood tempest fire or accident.
8.7.2 war or threat of war sabotage insurrection civil disturbance or requisition.
8.7.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority.
8.7.4 import or export regulations or embargoes.
8.7.5 strikes lock outs or other industrial actions or trade disputes (whether involving employees of the Company or a third party).
8.7.6 difficulties of the Company’s supplier in obtaining raw materials labour fuel parts or machinery.
9. RETURNS AND REPAIRS
9.1 If the Company agrees to accept the return of any Goods (other than for the purpose set out in clause 8 above) or agrees to carry out repairs to other Goods which have not been purchased from the Company or agrees to repair Goods which are out of warranty THE CUSTOMER SHALL NOT SEND THE SAME TO THE COMPANY UNLESS THEY ARE ACCOMPANIED BY AN RMA NUMBER PREVIOUSLYADVISED BY THE COMPANY’S CUSTOMER SERVICES DEPARTMENT AND A COPY OF THE SUPPLIERS SALES INVOICES AND ARE SENT IN THEIR ORIGINAL PACKAGING OR SAME OR SIMILAR MATERIAL.
9.2 If the Company has agreed to carry out repairs or to replace Goods (or any parts thereof) other than for the purposes set out in clause 8 above the Customer irrevocably authorises the Company to carry out such repairs or provide such replacements as shall place the Goods in proper working order.
9.3 The Company shall accept no liability for any damage to or loss in transit in Goods returned to the Company whether under this Clause or under Clause 8 above.
9.4 If the Company has agreed to accept the return of Goods other than for the purpose set out in clause 8 above or than for the purpose of carrying out any other repair or replacement the Goods must be returned in the original packaging and in a clean resaleable condition failing which the Company will refuse to accept the same and the Customer shall remain liable for the price thereof. A 25% restocking charge will be levied for wrongly ordered Goods.
10. INSOLVENCY OF THE CUSTOMER
10.1 This clause applies if:-
10.1.1 The Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes or amalgamation or reconstruction.
10.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer Or
10.1.3 the Customer ceases or threatens to cease carrying on business Or
10.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
10.2 If this Clause applies then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries or services under the Contract without any liability to the Customer and if the Goods have been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. EXPORT RESTRICTIONS
The Customer acknowledges that the transfer of any Goods imported from the United States of America is subject to the export control laws and regulations of the USA and any amendments thereof which restricts exports and re-exports of hardware, software, technical data, and direct products of technical data, including services derived from the use of the Goods. The Customer agrees that it will not export or re-export any USA imported Goods or any information and documentation related thereto, directly or indirectly, without first obtaining permission to do so as required from the United States of America Department of Commerce’s Bureau of Export Administration or other appropriate governmental agencies to any countries, end users or for any end uses that are restricted by USA export laws and regulations and any amendments thereof which include, but are not limited to the following:- Restricted Countries: Cuba, Haiti, Federal Republic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North Korea, South Africa, Syria and Vietnam. Restricted End-Users: Any end-user whom the Customer knows or has reason to know will use USA imported Goods in the design, development or production of missiles and missile technology, nuclear weapons and weapons technology or chemical and biological weapons. Restricted End-Users: Any use of USA imported Goods in the design, development or production of missiles and missile technology, nuclear weapons and weapons technology or chemical and biological weapons. These restrictions may change from time to time. If the Customer has any questions regarding its obligations under USA export regulations the Customer should contract the Bureau of Export Administration, United States Department of Commerce, Office of Export Licensing, Washington DC, USA (202) 377 4811 or the local United States Consulate.
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
12.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question s hall not be affected thereby.
12.4 The Contract shall be governed by the laws of England.
Lane Business Systems Limited
From within the UK: 08707 357257
International: +44 8707 357257
From within the UK: 08707 357167
International: +44 8707 357267
Company registration number: 02303669
VAT registration number: GB 503 4468 66