LUCDEN
(“the Company”)

These are the Company’s terms and conditions of order for the supply of goods and services.

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All orders for goods shall be deemed to be an offer by the Company to purchase the goods under these conditions.

 

Every offer, quotation, acceptance and contract for the sale or supply of goods or services to the Company is made subject to these conditions.

 

All terms and conditions proposed by the Supplier (even though such terms may be included in a later document and/or purport to exclude or supersede any terms which are inconsistent with them), or which may otherwise be implied by custom or dealing, are hereby excluded.

 

The word “Goods” means all goods the supply of which is the subject of this order.
The word “Services” means all services the supply of which is the subject of this order.
The word “Supplier” means the person, firm or company to whom this order is issued and addressed.

 

Despatch or delivery of the goods by the Supplier shall be deemed to be conclusive evidence of the Supplier’s acceptance of these conditions.

 

The Company will not be liable for any goods supplied or work done without a written order. The number of this order must be quoted on all documents and correspondence.

 

All goods are to be delivered carriage paid at the delivery address shown in this order and packages are to be clearly marked with the name of the Company and with this order number.

 

Empties and packages will not be returned unless they are clearly marked as chargeable and this is repeated in the covering papers. Packages returned shall be subject to an allowance at the Supplier’s standard rate operating at the time of delivery.

 

This order is placed on condition that specified delivery dates are maintained and time is of the essence of this order. If the Supplier fails to deliver the goods or services in part or in whole on the due date, the Company shall be entitled to cancel the order (in whole or in part) and may withhold payment in respect of any goods or services remaining undelivered.

 

The Supplier shall be liable for any loss suffered by the Company arising from failure to deliver goods or services in accordance with this order, including losses incurred in reordering replacement goods or services and any loss suffered as a result of delay.

 

Any payment due to the Supplier may be reduced by the amount of the Company’s loss for which the Supplier is liable and by any additional loss incurred by the Company in delivering the goods or services or putting them into a deliverable state.

 

The Company’s right to cancel shall not be affected by any extension of time or concession granted to the Supplier, nor shall any waiver of delay operate as a waiver of any subsequent delay.

 

The Company shall not be deemed to have accepted the goods until inspection has taken place and the goods are confirmed to be in accordance with the contract. The Company may reject goods not in accordance with the contract within a reasonable period after inspection.

 

All goods shall be properly and carefully packed in accordance with the requirements of the order and in any event in a manner providing proper protection against damage in transit.

 

Where the Company agrees to pay delivery costs, these shall be the usual cost of delivery by road or rail. The Company shall not be liable for additional costs incurred by the Supplier to meet delivery dates.

 

Title to the goods shall pass to the Company upon delivery to the delivery address stated in the order.

 

Risk in the goods shall pass upon delivery. The Supplier shall make good, free of charge, any loss, damage or defect occurring prior to delivery.

 

Where goods are supplied from overseas, the Supplier shall obtain all necessary licences and permits for import into the United Kingdom. Failure to obtain such licences shall render the contract void without liability to the Company.

 

The Company reserves the right to reject goods that are faulty in design, manufacture, quality or construction, do not conform to sample, standards or specification, or are unfit for purpose, and may purchase replacement goods elsewhere.

 

The Supplier warrants that it shall perform its obligations with the skill and care expected of an expert in its trade and shall be liable for all losses suffered by the Company arising from breach of this warranty or from goods:

• not being of satisfactory quality
• not conforming to sample, standards or specification
• infringing third-party intellectual property rights

 

 

Any sums due to the Supplier may be reduced accordingly.

The Company is a responsible and security-conscious organisation and will only accept Personally Identifiable Information (PII) transferred via secure means (e.g. SFTP). Transmission of data by insecure means is at the Supplier’s own risk, and the Supplier shall be liable for any resulting loss, deletion or corruption of data.

 

Unless otherwise agreed in writing, payment under this order shall be made 30 days after the date of invoice, and in any event not before delivery and inspection of the goods. The Company shall be entitled to take advantage of any better terms offered by the Supplier, whether relating to payment time, discounts or otherwise. Value Added Tax, where applicable, shall be shown separately on all invoices as a net extra charge.

 

Where goods supplied under this order are machinery or spare parts for machinery, payment shall be made 30 days after the machinery or spare parts have been installed and are operating to the Company’s satisfaction. The Company reserves the right to withhold payment until defects are remedied or defective items replaced at the Supplier’s cost, including carriage and labour charges.

 

All goods are guaranteed by the Supplier for a minimum of six months from delivery or first use (whichever is later). Defective goods shall, at the Company’s option, be replaced or repaired at the Supplier’s cost, including labour and carriage. Replacement goods shall be subject to the same guarantee.

 

The Company may vary the quantity or description of goods or services by written instruction. Any variation agreed by email shall not be contractually binding unless confirmed in signed non-electronic hard-copy writing by authorised representatives of both parties.

 

All specifications, designs, drawings, data and materials supplied or created in connection with this order shall remain the property of the Company and shall be kept confidential and used solely for fulfilling this order.

 

All intellectual property rights shall remain vested in the Company. All materials shall be returned to the Company on demand.

 

The Supplier confirms that its employees are covered by employer’s liability insurance and indemnifies the Company against any claims arising from injury or loss suffered by Supplier personnel.

 

If the Supplier breaches these terms, becomes insolvent or enters administration, the Company may without notice suspend or terminate the order and recover Company property from the Supplier’s premises.

 

These Terms & Conditions shall be governed by and construed in accordance with English law, and the Company and the Supplier submit to the exclusive jurisdiction of the English courts.

 

If any provision is held unlawful or unenforceable, the remaining provisions shall remain in full force and effect.