Conditions of Sale

1. Definitions

In these conditions of Sale:

‘the Company’ means Labco Limited.

‘the Buyer’ means any company, firm, or individual from whom the Company receives an order which the Company has accepted in writing.

‘the Goods’ means the product, materials, equipment and/or services to be supplied by the Company.

‘Specification’ means the technical description (if any) of the Goods contained or referred to in the order.

2. Applicability of Conditions

The Company accepts orders for the supply of Goods subject only to these conditions. No variation of these conditions shall be valid or binding on the Company and these conditions shall override any inconsistent terms or conditions contained or referred to in any order, or correspondence of the Buyer or elsewhere unless such variation is made and accepted in writing by the Company.

3. Prices

Unless fixed prices have been specifically agreed in writing by the Company notwithstanding any offer, quotation, tender price or price list, all prices are subject to alteration without notice and Goods will be invoiced at prices ruling at time of despatch. Unless otherwise agreed in writing all prices for the Goods are ex-works and exclude delivery charge, VAT and other taxes and duties imposed with respect to the sale which are payable by the Buyer. All quotations are subject to confirmation by the Company which reserves the right to correct any accidental errors or omissions on quotations or invoices. Where all factors governing the price of Goods are under the Company’s direct control, the Company will, unless otherwise stated, hold quoted prices firm if an order is received within 30 days of a quotation.

4. Terms of Payment

Unless otherwise agreed in writing, accounts are payable 30 days from receipt of goods. Credit may be offered at the sole discretion of the Company. Where credit is offered payment of the price and VAT and any other applicable costs shall be due. Where agreed credit limits have been exceeded, the company may request payment of current invoices before releasing further shipments. Without prejudice to the Company’s rights, such payment shall be a condition precedent to any further deliveries.

The Company reserves the right under the Late Payment of Commercial Debts (Interest) Act 1998 (European directive (2000/35/EC), to charge interest on late payment of at least 8% a year interest on the price of goods, plus a fixed sum and reasonable costs of recovering the debt.

Unless otherwise agreed in writing, the contract price shall be paid in the currency agreed for your account. Where credit terms are not strictly adhered to the Company reserves the right to withdraw this facility at any time. In cases where credit is not offered payment will be required prior to the release of goods by the Company.

Other payment terms may be requested from time to time, depending upon individual orders, customer risk or country risk and will be discussed and agreed between the Company and the Buyer.

No claim by the Buyer under warranty or otherwise shall entitle the Buyer to any deduction, retention or withholding of any part of any sums due for payment hereunder. The Buyer shall not be entitled to any set off or obligations within or between contracts with the Company. All consular and bank charges and import and customs duties and taxes arising from or by virtue of the contract must be paid by the Buyer.

5. Time for Delivery

Dates quoted for delivery are estimated only and not conditions of sale. No claim shall be made by the Buyer nor shall the Buyer refuse to accept delivery on the grounds of any failure to deliver on any particular date or dates.

6. Delivery

Delivery shall be deemed to be effective when the Goods are unloaded at the delivery address nominated by the Buyer or his agent for delivery, save where the Goods are to be collected by the Buyer or his Agent, when the Goods are loaded onto the vehicle collecting them. The Company reserves the right to deliver goods by instalments and in such event each instalment shall be treated as a separate contract provided that deliveries of further instalments may be withheld until the Goods or materials comprised in earlier instalments have been paid for in full.

7. Quantity Ordered and Delivered

The Company is permitted to deliver a quantity different than that ordered by not more than 10% either way and the Buyer shall pay for the actual quantity delivered at the contracted price.

8. Packaging

Prices shown in quotations or contracts will include the cost of the Company’s normal packaging for destinations in the UK or for export unless stated otherwise. Any other forms of packaging supplied at customer’s request will be charged extra and will be non-returnable.

9. Non-Acceptance of Delivery

If the Buyer refuses or fails to take or accept delivery of the Goods at the time specified, the contract price shall nevertheless be paid as if delivery has taken place.

The Company shall be entitled at its option to terminate the contract with immediate effect, to dispose of the Goods as the Company may determine and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure, or to charge the Buyer for storage and other loss and expense reasonably incurred or suffered by the Company as a result of such refusal or failure, but the Company shall not be bound to take any steps for the custody and care of such Goods or shall not be liable for any loss or damage suffered by the Buyer arising therefrom.

10. Passing of Title

Notwithstanding the trade terms indicated above risk of loss of the Goods will pass to the Buyer upon delivery. Ownership of the Goods shall not pass to the Buyer until the Company has received in full all sums due to it in respect of the Goods and all other sums that are or may become due and owing by Buyer to the Company on any account. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

11. Passing the Risk

The risk in the Goods shall pass to the Buyer upon delivery. The Buyer shall insure the Goods with a reputable insurance company and if the same are damaged or destroyed, then such insurance monies as are payable shall be immediately paid by the Buyer to the Company to the extent of the indebtedness of the Buyer to the Company and without prejudice to any right of the Company to recover from the Buyer any balance of the purchase price remaining due under the contract.

12. Claims

In the event of any loss or damage or delay to any Goods delivered at our risk to the Buyer or to his agent or otherwise to his order, notice of the same shall be given to us in writing by the Buyer forthwith upon delivery (or, in the case of loss of any Goods, at the time when the Goods should have been delivered). The Buyer shall, at the same time, take all necessary steps to notify the carrier in writing of any such loss, damage or delay and, where practicable, shall enter a note of the same upon the carrier’s receipt. If by reason of the failure of the Buyer to give any such notice as provided above, the Company is precluded from making a recovery from the carrier in respect of the loss, damage or delay complained of, then the Company shall not be liable for any claim by the Buyer in respect thereof, and the Buyer shall be liable to pay for the Goods as though no such loss, damage or delay had occurred.

13. Warranty

Any Goods supplied by the Company which the Buyer shall prove to the Company’s satisfaction to have been defective through faulty material or workmanship, or the wrong product delivered, will be replaced with their value refunded, provided the Company is notified in writing of such defect or error, within 28 days from the date of delivery and the Goods alleged to be defective returned to the Company.

It is the Buyer’s responsibility to determine whether the Goods are suitable for the contemplated use, whether or not such use is known to the Company. No warranty, condition or representation is given or made as to the quality of the Goods supplied hereunder their condition or their fitness for any particular purpose and any such warranty, condition or representation whether express or implied whether by statute, by collateral agreement or otherwise is hereby excluded.

14. Returns Policy

The Company will only accept Goods ordered in error following written agreement and within 30 days of delivery. The Goods must be returned in their original packaging and in a re-saleable condition, at the Buyer’s expense.

15. Limitation of Liability

Except for death or personal injury caused by the negligence of the Company, the Company’s aggregate liability to the Buyer howsoever arising whether for negligence, breach of contract, misrepresentation or otherwise shall under no circumstances exceed the cost of the defective, damaged or undelivered Goods which give rise to such liability as determined by the net price invoiced to the Buyer in respect of any occurrence or series of occurrences.

16. Cancellation by the Buyer

The Buyer may, no later than 3 days before the scheduled delivery date, by written notice, cancel the order for Goods, provided that the Buyer shall reimburse the Company for any costs incurred up to the date of receipt of the notice of such cancellation.

17. Termination by the Company

The Company shall (without prejudice to any of its other rights hereunder) be entitled to terminate any contract forthwith by written notice to the Buyer if the Buyer shall:

1. Become insolvent.
2. Fail to pay any amounts falling due (whether under these conditions or otherwise) to the Company within 30 days of the date payment is due.
3. Have a Receiver appointed.
4. Pass a resolution for winding-up (other than for purposes of reconstruction or amalgamation).
5. Commit a breach of any term of the contract or any other contract with the Company.

18. Force Majeure

If the commencement, continuation or complete performance by the Company of its obligations under this contract is prevented, hindered, delayed or rendered uneconomic by reason of force majeure then the Company shall not be responsible to the Buyer for any loss or damage incurred or sustained by the Buyer as a result. For the purpose of this condition, the term Force Majeure shall include any factor affecting the performance of this contract attributable to acts, events, non-happenings, omissions or incidents beyond the reasonable control of the Company and, in particular, (but without limiting the generality of the foregoing), the following, namely: strikes, lock-outs, riots, civil revolution, war, state of national emergency of governmental action, trade dispute or labour disturbance, accident, break down of plant or machinery, difficulty or increased expense in obtaining workmen, materials or transport, fire, explosion, storm, flood, earthquake or other natural physical disaster or circumstances affecting the supply of the Goods (or the raw materials therefore) by a Company’s normal source of supply or the delivery of the Goods by the Company’s normal route or means of delivery.

19. Import Licences

The Buyer’s order must specify the number, date of expiry and value of any necessary Import Licence.

20. Notices

Any notice hereunder shall be deemed to have been given if sent by pre-paid, first-class post, fax or email to the party concerned at its last known address. Notices sent by first-class post shall be deemed to have been given 7 days after dispatch and notices sent by fax or email shall be deemed to have given on the date of dispatch.

21. Construction

These Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby irrecoverably submit to the exclusive jurisdiction of the courts of England and Wales.

Labco Limited
Unit 3
Pont Steffan Business Park
Lampeter
Ceredigion
SA48 7HH
United Kingdom