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Lean PO Terms and Conditions
Standard Terms & Conditions
1. In these standard conditions the following shall have the meaning set out in this clause unless the context otherwise requires: ‘Seller’ means Lean POS Limited.
‘Purchaser’ means the party which has agreed to buy the goods from the Seller.
‘Conditions’ means those terms set out in these standard conditions and any special conditions which the Seller has agreed in writing with the Purchaser.
‘Contract’ means the contract between the Seller and the Purchaser for the supply of goods and services in accordance with these Conditions. ‘Goods’ means those articles which the Purchaser has agreed to purchase.
‘Delivery Date’ mean the date upon which the Seller undertakes to deliver the Goods to the Purchaser.
‘Price’ means the price at which the Seller has agreed to sell and the Purchaser to buy the Goods.
2. Basis of Contract
2.1. These Conditions apply to all contracts of sale between the Seller and the Purchaser to the exclusion of all others, whether contained in a purchase invoice, Purchaser’s terms and conditions or otherwise save where either:
2.2. the Seller agrees in writing that the Conditions may be so varied or
2.3. such of the Purchaser’s or other terms are consistent with the Conditions and purport
2.3.1. neither to add to nor increase the obligations of the Seller nor
2.3.2. to reduce, restrict or limit the obligations of the Purchaser.
2.4. The placing of any order by the Purchaser shall be deemed to be an offer to purchase Goods subject to these Conditions. The order shall only be deemed to be accepted when the Seller issues written acceptance of the order at which point and on which date the Contract shall come into existence.
2.5. The acceptance by the Purchaser of any Goods purchased from the Seller shall be conclusive evidence of acceptance of these Conditions.
2.6. No variation of these terms shall be effective unless contained in a document signed by the Seller.
3.1. The Price of the Goods shall be the Seller’s estimated price.
3.2. All estimates are valid for 30 days from the date of the estimate.
3.3. Any samples, drawings, descriptive matter or advertising issued by the Seller, and any descriptions or illustrations contained in the Seller's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the goods and services described in them. They shall not form part of the Contract or have any contractual force.
Payment on any invoice is due within 30 days of the date of the invoice. Time is of the essence in respect of this term.
5. Credit Facilities
Credit facilities may be granted by the Seller to the Purchaser at the absolute discretion of the Seller. Where facilities are granted the Seller reserves the right to withdraw them at any time, without having to give reasons and, in such a case, all outstanding invoices shall become due and payable immediately.
6. The Goods
The quantity and description of the Goods supplied under these Conditions shall be as set out or identified in the Seller’s estimate.
7. Proofs and Variations
7.1. The Seller shall incur no liability for any errors not corrected by the Purchaser where the Purchaser has provided the artwork or has been provided with proofs. The Purchaser’s alterations and additional proofs necessitated thereby shall be charged extra.
7.2. Variations in colour. Due to differences in equipment, paper, inks and other conditions between colour proofing and production, a reasonable variation in colour between proofs and the completed Goods will be deemed acceptable unless otherwise agreed in writing.
7.3. Variations in quantity. Every endeavour will be made to deliver the correct quantity of Goods ordered, but estimates are conditional upon margins of 5 per cent for work being over or under the same to be charged or deducted, unless otherwise agreed in writing.
8. Warranty as to Conformity with Description
The Seller warrants that the Goods supplied under these Conditions will correspond, at the time of delivery, with the description it has given to the Purchaser. All other warranties, terms or conditions relating to quality, fitness for purpose or condition, whether implied by common law or statute, or express are excluded save where to do so would be by law impermissible.
9.1. Risk shall pass on delivery and delivery shall be effected when:
9.1.1. the Goods are collected by the Purchaser or its agent or carrier or
9.1.2. the Goods are delivered to the address agreed in the order confirmation or such other address as has been agreed by the parties in writing prior thereto. Delivery shall be on the Delivery Date but in respect thereof time shall not be of the essence although the Seller will use its best endeavours to effect it at the date therein specified. No liability will accrue to the Seller for late delivery of the Goods and in respect of short or non-delivery its liability shall be limited to a refund of that part of the purchase price which reflects the non-delivery or shortfall or the making up of such short delivery at the Seller’s discretion.
10. Retention of Title
10.1. Notwithstanding that delivery and passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Purchaser unless the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Purchaser for which payment is then due.
10.2. Until such time that the property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods to the order of the Seller and shall keep the Goods separate from any other goods of the Purchaser and third parties and properly stored, protected and insured and identified as the Seller's property, but the Purchaser shall be entitled to re- sell or use the Goods in the ordinary course of its business, provided that the Purchaser holds the proceeds of sale of the Goods upon trust for the Seller.
10.3. Until such time as the property in the Goods passes to the Purchaser, the Seller shall be entitled at any time to require the Purchaser to deliver up the Goods to the Seller and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.
10.4. The Purchaser shall not be entitled to pledge or in any way charge any of the Goods which remain the property of the Seller, but if the Purchaser does so all monies owing by the Purchaser to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
11. Liability for Breach
11.1. Whilst the Seller will endeavour at all times to comply with its legal and contractual obligations to the Purchaser it does not accept liability for any loss suffered by the Purchaser as a result of any misrepresentation, misdescription, breach of contract, breach of duty or other act or omission (unless fraudulent) however made or caused which constitutes more than a refund of any sum paid or the waiver of any sum contractually payable by the Purchaser for the Goods.
11.2. The Purchaser does not accept liability for any consequential economic or other losses suffered by the Purchaser whether resulting from misrepresentation, misdescription, breach of contract, breach of duty or other act or omission (unless fraudulent) however caused.
11.3. Nothing in these Conditions shall limit the right of either party to seek to recover damages for personal injury or death occasioned by breach of contract or breach of duty by the other party, its employees or agents.
The Purchaser shall be deemed to have accepted the Goods 12 hours after delivery. Thereafter the Purchaser will not be entitled to reject the Goods on the basis that they do not conform to those to be supplied under these Conditions.
13. Liability after Acceptance of the Goods
The Seller shall have no liability to the Purchaser in respect of the Goods after they have been accepted by it.
14. Liability after Rejection of the Goods
If the Purchaser is entitled to and does reject the Goods the Seller shall have no further obligation to supply goods which conform to those the subject matter of these Conditions.
Any of the Seller’s specifications, plans, drawings, know how or other confidential information whether of a technical or commercial nature which may be passed or come into the possession of the Purchaser shall not be used by the Purchaser other than for the purpose of the Contract and shall not be disclosed to any other person, firm or Seller whatsoever. Further such specifications, plans, drawings or documents and any reproductions thereof by the Purchaser other than for the purpose of the contract and shall not be disclosed to any other person, firm or Seller whatsoever. Further such specifications, plans, drawings or documents descriptions and other information submitted by the Seller together with the copyright therein shall be returned to the Seller on demand. All specifications, plans, drawings, documents descriptions and other information submitted by the Seller shall remain the Seller’s property together with the copyright therein.
16. General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the Purchaser to the Seller shall have a general lien on all goods and property of or provided by the Purchaser in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the Purchaser in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Purchaser for any balance remaining be discharged from all liability in respect of such goods and property.
17. Law and Jurisdiction
This agreement is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.
18. Invalid clauses
In the event that any term of these Conditions is found to be invalid or otherwise unenforceable then such term shall be regarded and construed as severable from the Conditions so as not to affect the validity and enforceability of the remainder.