1. Definition
In the context of these Conditions the words:-
(a) ‘Company’ shall be construed as meaning Loughborough Air Conditioning Limited.
(b) ‘Customer’ shall be construed as the maker of any offer whether by direct or by acceptance of a quotation.
(c) ‘Goods’ means the articles or things and the word ‘Services’ means the work described in Your Quotation.
2. General
Unless otherwise agreed in writing by the Company, every contract for the sale of goods, whether made by direct order or by acceptance of a quotation, and every contract to install or service goods is subject to these Conditions which shall override any terms or conditions stipulated, referred to or incorporated by the customer and all guarantees, warranties or conditions whether implied by statute, common law or trade usage.
3. Warranty
(a) Subject to the provisions of Paragraph (b) of this Condition, the Company will at its own cost repair or replace parts which are or become faulty by reason only of the use of defective materials or by reason of defective workmanship within a period of twelve calendar months from the date of delivery.
(b) The Company’s warranty under Paragraph (a) of this Condition shall cease if:-
(i) the customer shall not have paid in full all invoices for goods and services supplied by the Company.
(ii) written notice of the fault shall not have been given to the Company within seven days of the first occurrence thereof.
(c) Loughborough Air Conditioning will not be liable for any labour or parts costs incurred due to damage to the unit and any associated fittings and fixtures caused by:
4. Exemptions
Except as expressly provided in Condition 3 hereof, the Company shall not be liable to the customer for a direct or indirect loss or damage to persons or property howsoever arising from the sale or installation or servicing of the goods or any defect in them or the services and without prejudice to the generality of the a foregoing, the Company shall not be responsible for damage, injury or loss of any kind whatsoever to any property or persons or animals or products or crops caused by or arising from or attributable, whether directly or indirectly, to the use of the goods supplied.
5. Price
(a) Unless otherwise agreed in writing by the Company, all quotations and prices are net ex works exclusive of Value Added Tax, Delivery Charge, packing materials, labour extra, insurance and credit charge.
(b) If after the date of contract, but before delivery, the cost to the Company of any labour or materials has increased or there is a variation in the currency exchange rate, the Company may on furnishing reasonable evidence to the customer of such increase make a corresponding increase.
6. Payment for goods and services shall become due:-
(a) in the case of customers who have an account with the Company on each invoice date but if payment is received by the Company within twenty-eight days thereof, the credit surcharge may be deducted by the customer.
(b) in the case of customers who do not have an account with the Company, payment must be made on acceptance by the Company of the customer’s order inclusive of Value Added Tax, Delivery Charge, packing materials, labour extra, and insurance (if any) but before delivery.
7. Delivery
(a) Notwithstanding that the Company may undertake to install goods unless otherwise expressly agreed in writing, delivery is ex the Company’s works,
(b) Subject to delivery being ex works, the Company will at the request and cost and on behalf of the customer and as a separate arrangement, not being part of this contract, procure delivery and insurance.
(c) The goods shall be at the customer's risk upon delivery to the customer's site and the customer.
8. Delivery Time
(a) Any date given by the Company for delivery is approximate only and the Company will not be liable for delay in delivery unless
(i) the delay is of an unreasonable length and
(ii) the delay is not due to any cause mentioned in sub-clause (b) hereof.
(b) If delivery is prevented by war, fire, act of God, stoppage of the Company’s workmen, prohibition or restriction by a competent authority, failure of any person to deliver plant, machinery, materials or component parts to the Company or by any cause beyond the Company’s reasonable control, then the company shall not be liable for failure to deliver within a reasonable time of the specified date or at all.
(c) If acceptance by the customer is prevented by war, act of God, prohibition or restriction by a competent authority or by any other cause beyond the customer's reasonable control, then the customer shall not be liable for failure to accept on the specified date or at all but the provisions of sub-clause (d) hereof shall apply.
(d) A party prevented from delivery or accepting on account of any of the above causes shall as soon as practicable give notice to the other party of the cause of prevention and unless a new date for delivery is then agreed, the contract shall be deemed frustrated and the provisions of the Law Reform (Frustrated Contracts) Act 1943 shall apply to the rights of the parties.
(e) Where the Company is prevented from delivering or the customer is prevented from accepting part of the goods, the provisions of sub-clauses (b), (c) and (d) hereof shall apply only to that part.
9. If after acceptance of any order for goods but before delivery, improvements are made to their design, the Company may, on giving notice to the customer, make reasonable alterations to such design provided that
(a) the performance and quality of the altered goods are at least as high as those of the goods ordered and
(b) no price variation is made except with the consent of the customer and
(c) delivery is not unreasonably delayed
10. Patents
The customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable if any work done in accordance with the customer’s specification involves an infringement of a registered design or patent.
11. Goods in Trust
Where goods are held in storage or where delivery is delayed at the customer’s request, those goods shall be invoiced to the customer when available for despatch and no liability can be accepted by the Company for those goods remaining on its premises. Storage will be charged for goods so held for more than two weeks after the scheduled delivery date.
12. Law and Jurisdiction
The construction, validity and performance of this contract and the matters governed thereby shall in all respects be by English law.
13. Title to Goods
(a) All goods supplied by the company will remain the property of the company until payment of all sums due to the company have been made.
(b) If the goods are incorporated with any other products or equipment, the products or equipment shall be treated as owned by the company and the owner of the other products or equipment jointly, in proportion (by value) in which the respective goods have been incorporated, until the ownership of the products or equipment etc. would otherwise have passed to the customer, under these conditions.
(c) The company may enter the premises of the customer to recover the goods at any time before the property passes as provided above.
