Lions Equipment (UK) Standard Terms and Conditions

1.  INTERPRETATION

In these Conditions,
(a) “the Company” means Lions Equipment (UK) Ltd registered in England and Wales under Number 106 106 88
(b) “the Customer” means any individual, firm, company or other body with whom the Company contracts
(c) “the Contract” means the Order placed by the Customer and accepted by the Company to which these terms and conditions of business shall apply unless otherwise agreed in writing between the parties
(d) “the Order” means an offer made by the Customer to the Company in writing accepting the Quotation estimate or tender given by the Company.
(e) “the Goods” means the goods, machines, articles and other materials which are to be supplied by the Company pursuant to the Contract.
(f) “the Services” means any design or other services to be provided by the Company pursuant to the contract whether in relation to the supply of Goods or otherwise and where the contract is for or includes work or work and materials, the supply of labour.
(g) “the Tender” means any Quotation or estimate given by the Company to the Customer inviting the Customer to make a written offer within 30 days commencing with the date of Tender and no order of the Customer placed with the Company is binding on the Company unless and until accepted by the Company.

2. GENERAL

(a) Any Contract howsoever made, between the Company and the Customer shall incorporate and be subject to these Conditions and receipt of Goods and Services by the Customer shall be deemed to be conclusive proof that the Customer has accepted these Conditions in the absence of any express or other implied acceptance of these Conditions by the Customer.
(b) Without prejudice to the generality of the foregoing the Contract expressly excludes all other terms and conditions (except those implied in favour of the Company which are not inconsistent with these Conditions whether or not the same are endorsed upon, delivered with or referred to in any Order or any other document delivered or sent by the Customer to the Company.
(c) It is expressly agreed that there are no agreements, oral or otherwise, between the Company’s employees, agents or representatives and the Customer other than contained in the Contract.

3. PRICES

Unless otherwise provided in the Contract:-
(a) The price of the Goods and Services is exclusive of Value Added Tax, customs duties and import levies warehousing insurance installation commissioning or any similar duties or levies which would be charged at the rate applicable at the appropriate tax point;
(b) The price of the Goods does not include the cost of delivery to the contracted place of delivery;
(c) Where at any time before delivery of the Goods there is an increase in the cost of
(i) machinery
(ii) raw materials, or
(iii) labour or service,
the Company may adjust the price accordingly;
(d) Where at any time before delivery of the Goods the Customer requests variation or modification in the design, specification, materials or drawings of the Goods, provided that such variations or modifications are accepted by the Company In Writing, the costs thereof shall be borne by the Customer.

4. PAYMENT

(a) Unless the contract otherwise provides payment within thirty days of the date of the Company’s Invoice
(b) The time stipulated for payment shall be of the essence at all times and failure to pay Within the period specified shall entitle the Company to suspend further performance of the Contract pending payment and in addition the Company shall be entitled without liability wholly or partially to cancel the Contract or any other contract between the Company and the Customer without prejudice to any other remedy available to the Company.
(c) Unless otherwise agreed in writing the Customer shall not be entitled to set-off against any moneys due to the Company under the Contract, any amount claimed by or due to the Customer from the Company whether pursuant to the Contract or on any other account whatsoever;
(d) If the Company has not received cleared funds within the time period stipulated above then any alternative course of action taken to recover the Contract price will be added to the sum due and collectable in the normal course of events
(e) The Company shall be entitled to interest as well after as before judgment on any part of the Contract price not paid by its due date from that date until actual payment at the rate of 4% per annum above the base lending rate of Barclays Bank PLC prevailing from time to time during such period (a part of a month being treated as a full month for the purpose of calculating interest).
(f) In any case where the Contract provides for any of the purchase price to be payable by Instalment the Customer shall nevertheless pay to the Company the full amount of VAT or similar sales tax on the purchase price of the Goods on the earlier of the following dates:
(i) the date that the Machine and/or the Goods are actually delivered to the Customer its servants or agents.
(ii) the date of the Company’s invoice relating thereto.

5. DELIVERY AND RISK

(a) Delivery of the Goods shall be made to the Customer at the place specified in the Contract or as subsequently agreed between the parties and the risk in respect of all Goods shall pass to the Customer at the time of delivery if no place for delivery is specified or agreed, delivery is deemed to take place at the Company’s premises. Notwithstanding such delivery, the property in and title to the Goods shall not pass to the Customer except as provided in Condition 7 hereof
(b) If delivery is to be made at the premises of the Company’s warehousemen or other bailee, sufficient delivery is deemed to take place upon the transfer to the Customer of the warrant of such warehouseman or bailee for the release or delivery of the Goods;
(c) Where damage to or loss of the Goods occurs before delivery thereof to the Customer the Company undertakes (subject as provided below) to replace or (at its discretion) to repair free of charge any Goods so damaged or lost In which event the time for delivery of the damaged or lost Goods shall be extended for such period as the Company shall reasonably require for such replacement or repair. The foregoing undertaking of the Company is conditional upon
(i) the Customer giving written notice of such damage or loss with reasonable particulars thereof to the Company and to the carrier (if other than the Company) within 3 days of the receipt of the Goods: and
(ii) the Customer if requested by the Company and at the Customer’s cost returning any damaged goods to the Company’s works within 7 days of receipt thereof;
(d) (i) The Customer is under a duty to inspect the Goods on delivery (or on collection by the Customer if appropriate)
wherever it is possible to do so;
(ii) If inspection is impossible, the Customer must write on the delivery (or collection) note “Goods not examined”
(e) Save as expressly provided in this condition, the Company shall not have any liability whatsoever for or in connection with any damage to the Goods after delivery or collection of the same and cannot accept any liability for any consequential or indirect loss which may have resulted by the installation of the Goods after the aforementioned time period has expired.

6. PERFORMANCE

(a) The Company will use its reasonable endeavours to comply with any date or dates for despatch or delivery of the Goods as stated in the Contract. If the Company having used its reasonable endeavours falls to despatch or deliver the Goods by such date or dates, such failure shall not constitute a breach of the Contract nor shall the Customer be entitled to treat the Contract as thereby repudiated or to rescind it or any related Contract In whole or In part or claim compensation for such failure or for any consequential loss or damage resulting therefrom, but shall serve notice In writing upon the Company requiring that the works be completed within a reasonable time.
(b) If the Company is prevented or hindered from performing the Contract or any part thereof by any circumstances beyond its reasonable control including (but without being limited to the following) strikes , lock outs or other industrial action, inability to obtain materials or labour, power or machinery breakdown or failure, fire, flood, Civil commotion, acts of God, sabotage Acts orders or regulations of the Government, Act of Parliament, EEC directives or regulations or any other cause of whatever kind and whenever occurring, further performance of the Contract shall be suspended for so long as the Company is so prevented or hindered provided that if the performance of the Contract is suspended for more than 3 consecutive calendar months then either party shall be entitled by notice in writing to the other to cancel the Contract
(c) If the Contract is cancelled in this way, the Company shall refund any payment which the Customer has already made on account of the price (subject to deduction of any amount which the Company is entitled to claim from the Customer) but the Company accepts no liability to compensate the Customer for any further loss or damage caused by the failure to deliver

7. WARRANTY

(a) Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their initial use or twelve months from delivery whichever is the first to expire.
(b) The above warranty is given by the Company subject to the following conditions;
(i) The Company shall be under no liability in respect of any defects in the Goods arising from any drawing design or specification supplied by the customer.
(ii) 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 instructions (whether oral or in writing) misuse or alteration or repair of Goods without the Company’s approval
(iii) The Company shall be under no liability under the above warranty (or any other warranty condition or guarantee) If the total price for the Goods has not been paid by the due date for payment
(iv) The above warranty does not extend to parts materials or equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company
(c) Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with a specification shall be notified to the Company within three days of noticing the defect or failure and returned to Company’s premises within 28 days. Should the Goods which have a defect in the quality or condition not be supplied by the Company and covered by this warranty then the Company will charge for any repairs carried out and delivery to the Customer.

8. TITLE

Until payment has been received by the Company for all Goods whatsoever supplied and all Services rendered at any time by the Company to the Customer-
(a) Property of the Goods shall remain In the Company.
(b) Should the Customer convert the Goods (or any of them) into a new product whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions the conversion shall be effected by the Customer solely as Agent for the Company who shall have the full legal and beneficial ownership of the new products.
(c) The Customer shall store the Goods and the new products separately and in such a way that they can be readily identified as being the property of the Company;
(d) Subject to (e) and (f) below the Customer shall be entitled to offer for sale and sell the Goods at the best obtainable price in the ordinary course of its business as principal vis-a-vis sub-buyers and not as agent for the Company. The Company, however shall be legally and beneficially entitled to the proceeds of sale and the Customer shall pay such proceeds of sale into a separate account or otherwise shall ensure that all such proceeds of sale are kept by or on behalf of the Customer in a separate and identifiable form. In particular, but without prejudice to the generality of the foregoing, the Customer shall not pay the proceeds of sale into any Bank account which is overdrawn. Further, forthwith upon receipt of the proceeds of sale the Customer shall pay to the Company any of the aforesaid sums outstanding to the Company and shall not use or deal with the proceeds of sale in any way whatsoever until such sums have been paid;
(e) The Company may at any time revoke the Customers power of sale by notice to the Customer. If the Customer is in default for longer than fourteen days in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other goods supplied or services rendered at any time by the Company to the Customer or for any other reason whatsoever) or if any bill of exchange cheque or other negotiable instrument drawn or accepted by the Customer in favour of the Company is dishonoured on presentation for payment or if the Company has bona fide doubts as to the solvency of the Customer.
(f) The Customers power of sale shall automatically cease if a Receiver is appointed over any of the assets or the undertaking of the Customer or a Winding-up Order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with creditors.
(g) Upon determination of the Customer’s powers of sale under (e) or (f) above the Customer shall place the Goods and the new products at the disposal of the Company who shall be entitled to enter upon any premises of the Customer for the purpose of removing such Goods and new products from the premises (including severance from realty if necessary).

9. DRAWINGS AND SPECIFICATIONS

(a) Unless expressly stated in the Contract any figures or statements therein or in the Company’s catalogues, sales literature or in any relevant drawings or other documents supplied by the Company as to the performance of the Goods shall be an approximation only. The Company gives no guarantee or representation that the Goods will in all cases be identical with the illustrations, weights and dimensions specified in such catalogues and literature drawings or other documents due to improvements and modifications to the Goods or their specifications that may be made from time to time. The Company will notify the Customer in writing of any material alterations to any specifications relating to the Goods and the Customer shall be deemed to have accepted such alteration unless notice in writing to the contrary is received by the Company within 7 days of the Company’s notice to the Customer.
(b) The copyright designs and intellectual property of every kind in the technical specifications literature and samples supplied are reserved; the copying or adaptation of the whole or any part of, or extract from, the technical specifications, literatures or samples, or their use commercially or for any unauthorised purpose whatsoever, is not permitted, nor may they, or any part of them, be passed to any third party, save with the express prior written consent of the Company and subject to the Terms of these Conditions. All technical specifications literature and samples including any copies or extracts therefrom shall upon request by the Company be returned to the Company on demand without cost to the Company.

10. CLAIMS

(a) The Company’s liability hereunder is expressly limited to refund of the purchase price then paid for any applicable Good (whether the Company’s liability arises from breach of Contract or otherwise with respect to the sale of the Goods and whether liability is assured in Contract or Tort). In no event shall the Company be liable for costs of procurement of substitute Goods by the Customer, or for any loss of profits or loss of use or for any incidental, consequential, special, or other damage howsoever caused (including without prejudice to the generality of the foregoing the engagement or otherwise of subcontractors) whether or not the Company has been advised on the possibility of such loss or damage this exclusion also includes any liability which may arise out of third party claims against the Customer.
(b) The Customer shall indemnify the Company against all claims costs and expenses in respect of any actual or alleged loss or damage arising out of the design construction manufacture supply or delivery of the Goods and sustained or alleged to have been sustained by the Customer or any other party whether a servant or agent of the Customer or not arising out of the use of or the state and condition of the Goods after delivery thereof to the Customer.

11. INSOLVENCY AND BREACH OF CONTRACT

(a) If any of the following events occur, or are threatened or in the opinion of the Company are reasonably likely to occur
(i) the Customer shall commit any breach of the Contract and shall fail to remedy such breach (if capable of remedy) within a period of 7 days from receipt of notice in writing from the Company requesting such breach to be remedied; or
(ii) any distress or execution is levied upon any of the goods or property of the Customer, or
(iii) the Customer (where the Customer is a partnership or partner thereof) offers to make any arrangements with or for the benefit of its creditors or a petition is presented or an order is made for the Customer to become bankrupt; or
(iv) the Customer (being a limited company) has an administrative receiver or a receiver and manager appointed to the whole or any part of its undertaking property or assets or a petition is presented or an order is made or a resolution is passed or any of these proceedings are taken for the winding up of the Customer or for the appointment of the administrator thereof;
then the Company shall thereupon be entitled without prejudice to any other right it may have to suspend forthwith the performance of the Contract and of any other Contract between the Company and the Customer until the default has been made good or to the term in the Contract or any other Contract between the Company and the Customer or any unfulfilled part thereof.
(b) Notwithstanding any such termination the Customer shall pay all moneys it owes to the Company for that period up to and including the date of termination and shall in addition indemnify the Company against any resulting loss, damage or expense incurred by the Company in connection with the Customer’s non-performance and or breach of the Contract

12. REFERENCES

Each Contract shall be subject to the Company being satisfied as to the Customer’s credit references (which unless otherwise stated shall be one Bank reference and two trade references)

13. CONTRACTS FOR SERVICES

If the Contract is for or includes services to be performed by the Company, whether of installation, commissioning, repair, rectification or improvement, then unless the Contract otherwise provides the following additional provisions shall apply:
(a) The Company shall be obliged to carry out such Services only during normal working hours. If the Customer requests that overtime is worked and the Company agrees thereto, such overtime shall be paid for by the Customer in addition to the Contract price at the Company’s overtime rates and a Certificate of the Company’s Auditors certifying the amount payable for such overtime shall be conclusive and binding on the Customer and the Company;
(b) If the Services are to be performed at the premises of the Customer or at his request at the premises of any other person, then the Customer undertakes to provide or to procure the provisions free of charge
(i) Proper and safe storage and protection of all Goods, tools, plant, equipment and materials on site
(ii) Free and safe access to the site and to the point at which the Services are to be performed
(iii) All facilities and services necessary to enable such Services to be performed safely and expeditiously
(iv) If such Services include the installation of any Goods or builders work, foundations cutting away and make good required and the ready availability of all plant and equipment so as to permit such Goods to be tested forthwith on completion of such Services and the Customer shall pay to the Company the amount of any expenses incurred by the Company by reason of any breach by the Customer of any of its obligations in this sub-paragraph but without prejudice to the Company’s right to recover any loss thereby occasioned and a Certificate of the Company’s Auditors certifying such amounts shall be conclusive and binding upon the Company and the Customer.
(c) Where the Goods and Services are to be supplied on site they shall at all times be at the sole risk to the Customer and if any part thereof is lost damaged or destroyed through any cause whatsoever, the Company shall be entitled to charge as a variation to the Contract for the restoration of any Goods or Services so lost, damaged or destroyed. The Customer shall, for the benefit of itself and the Company, and in their joint names insure and keep insured with such reputable insurers as the Company shall approve, the full value of the Goods and or Services and the cost of any relevant professional fees or services against every kind of loss damage or destruction. The Customer shall produce to the Company on demand the Policy or Policies under which such insurance is affected together with the latest premium receipts if the Customer shall default in effecting such insurance the Company may effect the same on behalf of the Customer and the cost thereof shall be reimbursed by the Customer to the Company on demand.
(d) The customer will be responsible for the cost of taking any necessary services (including electricity, gas, air and water) to the position where the machine is to be erected or fitted.
(e) The sole responsibility for ensuring so far as is reasonably practicable that nothing about the way in which the Machine is erected or installed makes it unsafe or a risk to health when properly used shall rest with the Customer. The Company shall comply with the reasonable directions of the Customer as to the way in which the Machine is erected or installed for this purpose provided that if the Company disagree with the directions given by the Customer and shall give written notice to the Customer of this fact and of the reasons therefore and the Customer does not withdraw its directions within a reasonable period the Company may withdraw from their agreement to supervise the installation of the Machine without further liability on their part in respect thereof and shall be entitled to a fair proportion of the fee agreed therefore.

14. NOTICES

A notice shall be sufficiently given to the Customer if it is posted by recorded delivery post in an envelope addressed to the last known postal address of the Customer or if it is sent by facsimile transmission cable telex telegraph or wireless telegraphy to such last known postal address. The said notice shall be deemed to have been received by the Customer at the time when in the ordinary course of transmission it should have been received at the same address to which it was sent.

15. SEVERANCE

If at any time any one or more of these clauses (or any paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted here from and the validity and/or enforceability of the remaining provisions of this Contract shall not in any way be affected or impaired thereby.

16. WAIVER

The rights and remedies of the Company under this Contract shall not be diminished, waived or extinguished by the granting of any indulgence forbearance or extension to time by the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.

17. ASSIGNMENT

The Customer shall not assign the benefit of the Contract without the prior written consent of the Company.

18. LAW

This Contract and each and every Contract made pursuant thereto shall be governed by and shall be in accordance with such regulations which shall be construed in all respects to accordance with the laws of England and the Company and the Customer irrevocably submit to the exclusive jurisdiction of the English Courts.

19. RETURNS

All sales are final. All parts are subject to price changes and availability. No returns on orders that have been supplied as requested. Returns may at times be accepted but are subjected to a minimum 25% restocking Fee. Any returns accepted must be within 30 days of date of purchase, be unused, and in unopened new box. Returning goods must be first authorised by Lions Equipment (UK) Ltd, this means contact must be made and the item / items will be allocated a return number by Lions Equipment (UK) Ltd. Without this number returned goods will not be processed. All returns are subject to inspection. Any part that, in our opinion, shows evidence of being used or installed contrary to manufacturer’s instructions and/or subjected to improper handling, packaging, or shipping by the customer will not be eligible for exchange, refund, or warranty consideration. We reserve the right to charge a restocking fee or refuse any return. No Cancellations or returns on Special Order Parts. “Special Order Parts” refers to any part that is not in-stock at Lions Equipment (UK) Ltd. All part information is correct as far as Lions Equipment (UK) Ltd knows and any errors will be changed upon notification.

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