Terms & Conditions

1. General
1. These conditions dated 1st November 2007 replace any early conditions and shall apply to all contracts entered into by L4RGE LLP (The "seller") and the buyer named in the attached invoice ("the Buyer") for the sale of goods ad shall extend to any goods supplied in substitution for or in addition to the contract goods (together the "goods").
2. No terms, conditions or reservations stipulated by the Buyer and no course of dealing shall annul, vary or add to any of these conditions except in so far as expressly consented to by the Seller in writing as provided in clause 11.
3. No relaxation forbearance, delay or indulgence of the Seller in enforcing any of its strict rights hereunder shall affect, prejudice or restrict such rights and any waiver by the Seller in respect of any breach of contract by the Buyer shall not operate as a waiver of any subsequent or continuing breach.

2. Price and Payment
1. Unless otherwise stated in writing, the prices of the Goods are exclusive of delivery, freight and insurance charges. VAT and other applicable taxes, duties or levies of any kind whatsoever, all of which are payable by the Buyer in addition to the price.
2. The payment terms for the Goods are as set out in the attached invoice. In the event that the invoice does not set out the payment terms, payment shall be due on or before the 30th day after the date on invoice or the date of delivery, which ever is the earlier.
3. Without prejudice to any other rights the Seller may have, failure to pay the price or part thereof or other monies payable by the Buyer pursuant to these Conditions shall entitle the Seller, at the Seller's sole discretion, to exercise the Seller's statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if the Seller is not paid according to agreed credit terms.
4. Payments will only be accepted by electronic bank transfer of funds, or by cheque by prior arrangement, in the currency of the invoice, at no time will cash be accepted as payment.

3. Delivery
1. Risk in the Goods shall pass to the Buyer when the Goods leave the Seller's premises or place of storage, or in the event that transport is arranged by the Seller, when they are unloaded from such transport.
2. The Buyer must examine all Goods immediately on receipt. In the event of breakage, damage, short of failed delivery, the Buyer must endorse the carrier's receipt note to this effect and must in addition notify the carrier and the Seller's sales office in writing within 48 hours. All damaged Goods must be kept for inspection until otherwise advised by the Seller. In the event of Goods ordered not being received within 14 days of the agreed delivery date, the Buyer must notify the Seller in writing immediately.
3. Where the Buyer has not complied with its obligations under clause 3.2 the Seller shall not be liable to the Buyer for such short delivery, breakage or damage.
4. All delivery dates are estimates only, and time shall not be of the essence in the delivery of Goods.
5. Where the goods are to be delivered in instalments, each delivery shall constitute a separate order and failure of the company to delivery any one or more of the instalments in accordance with these conditions or any claim by the buyer in respect of any more of the instalments shall not entitle the buyer to treat the purchase order as a whole as being repudiated.
6. The definition of Incoterms shall be construed in accordance with the International Chamber of Commerce Edition. Year 2000.

4. Title to Goods
1. No property or title in the Goods shall pass from the Seller to the Buyer unless and until the Buyer has paid the Seller all sums due in respect of any goods. Until that time the Buyer accepts that it holds the Goods in a fiduciary relationship as the Seller's bailee and shall store the Goods so as to identity the as the property of the Seller and keep them free from any charges, liens or encumbrances.
2. Notwithstanding clause 4.1 the Buyer shall be entitled to sell the Goods as principal in the ordinary course of his business and in the event of such sale, property in the Goods shall pass to the Buyer and thereafter to its purchaser.
3. If the Buyer sells the Goods before the Seller has been paid in full, the Buyer shall hold the proceeds of sale on trust for the Seller.
4. In the event of non-payment by the Buyer by the due date the Seller shall be entitled, in addition to all other rights, to enter upon any land or premises where Goods which are the property of the Seller may be located using such measures as may be reasonably necessary to gain access to such land or premises and recover possession of them.

5. Availability of Goods
1. Any statement as to price, quantity, delivery periods or availability for purchase of any items of Goods referred to in any price list, quotation, catalogue, advertisement or similar document of the Seller is an invitation to treat only and does not constitute an offer by the Seller to sell on those terms. Orders places for Goods are offers which the Seller may accept or reject at its discretion.
2. Notwithstanding acceptance of an order, all Goods are sold subject to availability (i.e. goods of the contract description being owned and warehoused by the Seller) at the time for delivery.

6. Cancellation and force majeure
1. All orders are received by the Seller without obligation on its part until acceptance thereof has been notified to the Buyer.
2. The Seller shall not be liable for any delay in delivery or any other breach of the contract due to causes beyond its control including with limitation, fire flood, storm, act of God, labour dispute, shortages of supplies or failure of any means of transport and in such cases reserves the right to postpone delivery of the Good or to cancel the contract by notice to the buyer.

7. Guarantee
1. Subject to clauses 7.2 and 8, the Seller guarantees that the Goods will be free of defects provided that, if any such defects should appear in the Goods, the Buyer notifies the Seller of them within three (3) months of the date of delivery and provided further that this guarantee shall not extend to nor shall the Seller have any liability in respect of any loss or damage of any kind, for ullage or if the Goods deteriorate because of inappropriate handling or storage after delivery.
2. The Sellers liability under this guarantee or for any damaged or short of failed delivery of Goods shall be limited, at the Seller's option to the supply of replacement Goods or damaged not exceeding the invoice price of the goods.

8. Exemptions
1. The Seller does not exclude or restrict its liability:
(a) For death or personal injury resulting from the negligence of the Seller, its servants or agents (but not independent contractors) while acting in the course of their employment by the Seller; or
(b) For breach on the part of the Seller of any undertaking as to title implied by section 12 of the Sale of Goods Act 1979; or
(c) If the Buyer does not make the contract in the course of a business and does not hold himself out as doing so, but not otherwise, for breach on the part of the Seller of any undertaking implied by section 13-15 (inclusive) of the Sale of Goods Act 1979.
2. Save as aforesaid, the guarantee referred to in clause 6 is in substitution for and shall replace all conditions and warranties on the part of the Seller implied by statute, common law or otherwise, all of which are expressly excluded to the fullest extend allowed by law. The Seller does not make or give, nor has any servant or agent of the Seller authority to make or give any representation or undertaking, whether as to the quality of the Goods, their correspondence with any description, their fitness for any particular purpose or otherwise. The Buyer acknowledges that is has not relied on any such representation in entering into this contract.

9. Loss
Subject to clause 8.1 hereof, notwithstanding anything herein contained, the Seller shall not in any circumstances be under any liability to the Buyer in respect of any loss of profit, revenue, goodwill or opportunity or for consequential or indirect loss of damage sustained by the Buyer arising out of or in relation to the Goods or this contract, however caused.

10. Bankruptcy, etc. of buyer
If the Buyer shall become bankrupt or make an composition with the Buyer's creditors or if a receiver shall be appointed of the whole or any part of the assets of the Buyer or If any resolution shall be passed or petition be presented or any order make for the winding-up of the Buyer or if the Buyer shall fail to pay for any Goods on the due date, the Seller may immediately and without notice terminate all contracts with the Buyer without prejudice to any rights which may be accrued to the Seller prior to such termination.

11. Variation
No variation of or derogation from or addition to these conditions shall be binding on the Seller unless the same is in writing and signed on behalf of the Seller.

12. Applicable Law
The contact shall be governed by English Law, and the parties submit to the non-exclusive jurisdiction of the English Courts.