Acceptance and Conditions
- Each order is subject to these Conditions of Sale insofar as they are not inconsistent with any Special Terms agreed in writing between Legume Technology Limited (“LTL”) and the Buyer.
- No order shall be subject to any conditions inconsistent with or to modifications of these Conditions of Sale unless LTL specifically agrees thereto in writing and LTL shall not be deemed to accept such other conditions or modifications not to waive any of these Conditions of Sale by failing to object to provisions contained in any purchase order or other communication from the Buyer.
- Where the Products are in whole or in part designed or manufactured other than by LTL and such other supplier or manufacturer has imposed upon LTL its conditions of sale, then (insofar as LTL’s remedies against such supplier or manufacturer are restricted or otherwise affected by such conditions of sale where applicable) such conditions of sale shall be deemed to be incorporated herein and LTL’s obligations hereunder to the Buyer shall be similarly restricted so that LTL shall not have an obligation to the Buyer greater than that it can pass on to and enforce against such supplier or manufacturer.
- Where the Products are supplied in quality whether measured by number, volume or weight and where a particular quantity is ordered then delivery by LTL of that quantity plus or minus 10% shall be deemed to be good delivery in compliance with the Buyer’s order and shall not be regarded as a breach of any contractual term and the price shall be adjusted accordingly.
- All specifications and prices are subject to change without prior notice, until the Products are despatched to the Buyer.
- All prices will have any sales tax added at the appropriate rate to such extent as may be required by law and are further subject to variation to reflect increases from time to time in list prices and any increases in costs to LTL (including without limitation costs of materials, labour, transport and services, and fluctuations in currency exchange rates and any tax, duty, fee or charge imposed by any government or other authority) prior to delivery.
- Except as otherwise expressly provided in these Conditions of Sale or any Special Terms agreed in writing between LTL and the Buyer, the price payable by the Buyer for each delivery shall be LTL’s then current price at the date of despatch.
Payment and Title
- Payment for all products delivered shall be made in Pounds Sterling, unless otherwise agreed.
- If the Buyer defaults in any payment LTL may, in addition to exercising its other rights contained in this Condition, delay or withhold delivery or cancel this contract and retain any payments on account already received under this or any other contract with the Buyer.
- Payment shall be made to LTL by the Buyer by the 30th day after the date of invoice.
- Interest at the rate of [4%] per month calculated on a day-to-day basis shall be payable on all overdue moneys provided however that LTL may at its discretion charge a lower rate of interest whereupon the Buyer shall pay such lower rate as is notified to it.
- The title to the products sold by LTL to the Buyer shall not pass to the Buyer until all moneys owing by the Buyer to LTL on any account whatsoever shall have been paid for in full by the Buyer. If the Buyer shall in respect of any of the products fail to pay the price in full on the due date LTL shall (without prejudice to any other remedy it may have) be entitled to demand their immediate return and the Buyer shall forthwith return the same and, on failure to do so, LTL shall be entitled to enter the premises of the Buyer where such products are situated and recover them and for this purpose the Buyer hereby gives LTL full licence and authority to enter his Premises.
- If before the Products shall have been paid for in full then, although as between the Buyer and its customer, the Buyer shall act and sell or otherwise deal as principal and the property in and the title to the Products may pass to the customer, as between the Buyer and LTL, the Buyer shall hold the proceeds of sale thereof or such proportion thereof as represents LTL’s unpaid price for such products as trustee upon trust for LTL but without prejudice to LTL’s rights to trace such proceeds if the Buyer fails to keep the same separate.
- The foregoing rights on the part of LTL are in addition to any other rights it may have at common law or statute.
- The risk in the Products shall pass to the Buyer when goods are delivered to the Buyer. Delivery to a carrier or to any person, firm or company on the Buyer’s behalf shall constitute delivery to the Buyer.
- Where the products are sold F.O.B. all risk of loss or damage in transit shall pass to the Buyer when the goods are placed on Board ship, and LTL shall be under no obligation to give to the Buyer notice specified in Section 32(3) of the Sale of Goods Act 1979 (as amended).
- Time is not of essence of this contract unless specifically agreed to by LTL and subject thereto any time or date specified by LTL as the time at which or date on which the products will be despatched or delivered is given and intended as estimate only and LTL shall not be liable for any loss, damage or expense howsoever arising from any delay in delivery.
- LTL shall be entitled to postpone or cancel delivery in whole or in part when it is delayed or prevented from making or obtaining any Products, raw materials or services or from making delivery thereof by strikes, lock-outs, trade disputes or labour troubles or any cause beyond LTL’s control including, but without limitation, Act of God, act of the Buyer or his agents, embargo or other governmental act regulation or request, fire, accident, war, civil riot, delay in transportation, inability to obtain adequate labour, materials or manufacturing facilities. Whilst subject to any of the foregoing events LTL’s obligations shall be suspended until such events cease or until LTL cancels delivery (as the case may be). LTL shall not be required to obtain elsewhere in the market Products with which to replace Products delivery of which has been postponed or cancelled as a result of any of the said events. In the event of cancellation, LTL shall be paid pro rata for the Products delivered to that date.
- If, to assist the Buyer to remove the products from point of delivery, LTL or any sub-contractor does any loading or unloading of Products free of charge, no liability whatsoever or howsoever arising shall thereby be incurred by LTL or its sub-contractor and the Buyer shall indemnify them in respect thereof.
Warranty of LTL
- LTL warrants that it has right to sell the Products and that the Products are free from any charge or encumbrance which has not previously been disclosed to the Buyer.
- LTL hereby warrants that the products to be sold to the Buyer shall be of satisfactory quality and fit for their purpose. LTL shall not be liable for any defect occurring in the Products by reason of the application of any further process to the Products by or on behalf of the Buyer or for any damage arising therefrom.
Limitation of Liability
- Except as otherwise expressly provided in these Conditions of Sale, all express or implied warranties, conditions, representations, undertakings or obligations whether imposed by statute, common law, custom, course of dealing or otherwise on the part of LTL in respect of the products (whether as to their description, quality, fitness for purpose, use, capability, delivery date or whatever) are hereby expressly excluded to the greatest extent permitted by law.
- Except in respect of any fraudulent misrepresentation by LTL or death or personal injury caused in whole or in part by LTL’s negligence (liability for which LTL in no way seeks to exclude or limit), LTL accepts no responsibility in respect of or consequent upon the sale, delivery and/or use of the Products for any direct, indirect or consequential loss (including, without limitation, loss of profits), damage, costs, charges, expenses or other liability whether of the Buyer or of any other person howsoever arising, other than to refund the cost of such Products or to rectify or replace such Products free of charge within a reasonable time.
- A claim in respect of any defect in the Products or part thereof or other failure to comply with specification or order shall not entitle the Buyer to cancel the contract or (where such defect is of a minor nature) refuse to make payment for the Products or for any part thereof.
- The Buyer hereby waives all rights of set off.
- The Buyer shall in no circumstances, save in respect of any fraudulent misrepresentation by LTL or death or personal injury caused in whole or in part by LTL’s negligence, be entitled to recover from LTL damages for any breach of any contract between LTL and the Buyer of which these Conditions of Sale form part in excess of the price of the Products paid by the Buyer under such contract.
Indemnity of the Buyer
- The Buyer undertakes to indemnify LTL against all claims relating to or arising from Products sold to the Buyer by LTL in respect of any loss, damage or expenses sustained by any third party howsoever caused save for death or personal injury caused in whole or in part by LTL’s negligence.
- LTL shall have a lien on all undelivered Products that the Buyer agrees to buy from LTL for all sums due from the Buyer to LTL under any contract between LTL and the Buyer of which these Conditions of Sale form part or any other contract between LTL and the Buyer.
Governing Law and Jurisdiction
- These Conditions of Sale and any contract between LTL and the Buyer of which these Conditions of Sale form part shall be governed by English Law and both parties shall submit to the non-exclusive jurisdiction of the English Courts. LTL are entitled at their sole discretion to institute legal proceedings in any court of law that has jurisdiction over the Buyer’s place of business.
- The Incoterms 2020 (as amended from time to time) apply to these Conditions of Sale.
- Neither the contract between LTL and the Buyer nor any of these Conditions of Sale creates any right enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
- If any of these Conditions of Sale is held to be or becomes void, illegal, invalid or unenforceable for any reason, the validity of the remaining Conditions of Sale and their application to any contract between LTL and the Buyer of which they form part shall remain unaffected.