1 In these conditions the following terms shall have the following meanings.
means LANYARD FACTORY LTD.
means the customer of Lanyard Factory.
means any contract for the sale of Goods by Lanyard Factory to the Customer.
means any goods forming the subject of this contract.
means the price as detailed on the Order Acknowledgement Form.
means documents transmitted by means of registered or recorded delivery mail, email(with attachment of document if required).
2 Quotations by Lanyard Factory unless otherwise stated in them shall be open for acceptance within 7 working days of the date of the quotation and at no point are to be considered as binding offers.
EXISTENCE OF CONTRACT
3.1 No Contract shall come into existence until the Order Acknowledgement form has been sent by Lanyard Factory to the Customer.
3.2 Any alteration to this contract shall be valid only in writing and accepted by or on behalf of all parties.
3.3 Acceptance of delivery of the Goods shall be conclusive evidence of the Customers acceptance of these
4.1 The Price for the goods excludes packing,insurance and carriage, VAT, and other taxes or duties.
5.1 All invoices for approved accounts are payable in pounds sterling within 14 days of the date of the invoice and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.
5.2 Without prejudice to any other rights of Lanyard Factory, if the Customer fails to pay the invoice price by the due date the Customer shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgement) on a daily basis at a rate of 4% p.a. over the base rate from time to time quoted by The Bank of England and reimburse to Lanyard Factory all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6.1 The Customer shall ensure that the Goods ordered are suitable for the Customer’s intended use.
7.1 Title in the Goods shall remain with Lanyard Factory and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
7.2 Until title passes the Customer shall hold the Goods as bailee for Lanyard Factory and shall store or mark them so that they can at all times be identified as the property of Lanyard Factory.
7.3 Lanyard Factory may at any time before title passes and without any liability to the Customer:
repossess and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any Goods are held by the Customer and inspecting them)enter any premises of or occupied by the Customer.
7.4 Lanyard Factory may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
RISK, DELIVERY AND PERFORMANCE
8.1 The Goods are delivered to the Customer when Lanyard Factory makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer’s agent whoever pays its charges).
8.2 Risk in the Goods passes when they are delivered in accordance with clause 8.1.
8.3 Lanyard Factory may at its discretion deliver the Goods by instalments in any sequence.
8.4 Where the Goods are delivered by instalments, no default or failure by Lanyard Factory in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
8.5 Any dates quoted by Lanyard Factory for the delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of Lanyard Factory no regard has been paid to any quoted delivery dates.
8.6 If the Customer fails to take delivery of the Goods or any part of them on the due date; and to provide any instructions or documents required to enable the Goods to be delivered on the due date, Lanyard Factory may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice: risk in the Goods shall pass tothe Customer; delivery of the Goods shall be deemed to have taken place; and the Customer shall pay to Lanyard Factory all costs and expenses including storage,any redelivery and insurance charges arising from its failure.
8.7 Lanyard Factory shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
9.1 Any claim for non-delivery of the Goods shall be notified in writing by the Customer or agent within 72 hours of receipt by the Customer or agent of notification of despatch of the Goods.
9.2 Any claim that any Goods have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to Lanyard Factory within 72 hours of their delivery provided that the Customer endorses the carriers delivery note with details thereof.
9.3 Lanyard Factory shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by Lanyard Factory, promptly return any Goods the subject of any claim and any packing materials securely packed and carriage paid to Lanyard Factory for examination.
9.4 Lanyard Factory shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.
SCOPE OF CONTRACT
10.1 Lanyard Factory has any no liability of whatever kind for the following circumstances:
10.2 Any defects resulting from wear and tear,accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of Lanyard Factory or the manufacturer of any Goods or neglect or from any instructions or materials provided by the Customer;
10.3 Any Goods which have been adjusted, modified or repaired.
10.4 The suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to Lanyard Factory;
10.5 Any substitution by Lanyard Factory of any materials or components not forming part of any specification of the Goods agreed in writing by Lanyard Factory;
10.6 Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by Lanyard Factory contained in Lanyard Factory’s catalogues, price lists or elsewhere are merely intended to represent a general idea of the Goods and not to form part of the Contract or be treated as representations or a portfolio of Lanyard Factory’s work;
10.7 Any information furnished by Lanyard Factory or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or
10.8 Any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials or components are of a quality equal or
superior to those originally specified.
EXTENT OF LIABILITY
11.1 Lanyard Factory shall be liable for its failure to perform the Contract to the extent expressly stated in these conditions:
11.2 If the Customer establishes that any Goods have not been delivered, have been delivered damaged or do not comply with their description Lanyard Factory shall, at its option, replace with similar goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.
11.3 If the Customer establishes that any Goods are defective Lanyard Factory shall, as its option, replace with similar goods or repair any defective Goods, allow the Customer credit for their invoice value or to the extent that the Goods are not of the Company’s manufacture, assign to the Customer (so far as Lanyard Factory is able to do so) any warranties given by the manufacturer of the Goods to Lanyard Factory.
11.4 The delivery of any repaired or replacement Goods shall be at Lanyard Factory’s premises or other delivery point specified for the original Goods.
11.5 Where Lanyard Factory is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.
11.6 No claim against Lanyard Factory shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods by any person except Lanyard Factory.
11.7 Lanyard Factory shall not be liable where any Goods, the Price of which does not include carriage, are lost or damaged in transit and all claim’s by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods will, if available, be supplied by Lanyard Factory at the prices ruling at the date of despatch.
11.8 In no circumstances shall the liability of Lanyard Factory to the Customer under this condition exceed the invoice value of the Goods.
11.9 Whilst Lanyard Factory shall make every effort to match print colours to the Customer’s requirements, no liability is accepted by Lanyard Factory once the print colours are accepted by the Customer in the Order Approval.
11.10 Lanyard Factory shall not be liable for the acts or omissions of any third parties to the Contract.
12.1 Orders for bespoke goods will be charged in full unless written notice of cancellation is received not later than 2 weeks before the expected delivery date quoted in Lanyard Factory’s order acknowledgment and manufacture of them has not started at the date of that notice. Orders for stock items may be cancelled by written notice at any time before the notice of despatch is sent to the Customer but if a cancellation notice is received after the notice of dispatch is sent, then the Customer shall be charged in full.
12.2 Any orders in respect of which an Order Acknowledgement is issued which is cancelled in accordance with clause 14.1 are subject to a minimum administration charge of £50.
12.3 Lanyard Factory reserves the right to cancel any orders in respect of which the Specification provided by the
Customer would not in the opinion of any officers, agents or employees of Lanyard Factory result in the required effect at the cost set out in the Order Acknowledgement at any time prior to the commencement of manufacture and process of the Goods.
13 Lanyard Factory shall not be liable for any failure in the performance of any of it’s obligations under this Contract
caused by factors outside it’s control.
LAW AND JURISDICTION
14 This Contract shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it.
15.1 Any notice given under this deed shall be in writing and may be served: personally;
by registered or recorded delivery mail;by e-mail or facsimile transmission (the latter confirmed by post);
or by any other means which any party specifies by notice to the others.
15.2 Each party’s address for the service of notice shall be the address specified on the Order Acknowledgement or such other address as is specified by notice to the others.
15.3 A notice shall be deemed to have been served: if it was served in person, at the time of service; if it was served by post, 48 hours after it was posted; and if it was served by e-mail or facsimile transmission, at the time of transmission.