|(a) LD will not be responsible for any expenses which the Customer and/or user may incur in removing or having removed or replacing any part or parts of the Goods sent for inspection or fitting or having fitted any replacement or new parts supplied in lieu thereof.(b) No claim for exchange or repair can be considered unless the defective part(s) are returned at sole cost of the Customer carriage paid to LD’s works stating the parts are being returned under the guarantee together with the following information:(i) The Seller’s reference on the Goods from which the part or parts were taken.(ii) The defects claimed and the reasons for them.(iii) The date of purchase and the source from which the Goods were purchased.(c) This Guarantee does not extend to any defect which in the opinion of LD (which opinion shall be final) was attribute to:(i) Any form whatsoever of improper use.(ii) Wear and tear.(iii) Non-compliance with any instructions issued by LD.
(iv) Incorrect fitment howsoever caused.
(v) Neglect of others.
(vi) Abnormal corrosive or abrasive conditions.
(vii) Any alteration or modification having been made to the Goods or any parts thereof or any connected parts without the express approval of LD given in writing.
(d) For any part(s) returned under the guarantee, either to LD’s works, or a place designated by LD, title for the Goods shall pass to LD on delivery. LD then have thirty (30) days to inspect test or in any way analyse the part(s) to determine why the part(s) have been returned under the guarantee. In the event it is determined the part(s) are covered under the guarantee then repair, replacement or credit note, at LD’s sole discretion, shall be effected. In the event it is determined that the part(s) are not covered by the guarantee, they will be held available for collection for seven (7) days and then disposed of as LD see fit. The proceeds and/or costs of disposal will be for the Customer’s account.
(e) Consumables are excluded from this Guarantee.
9. Customer’s Undertakings
The Customer accepts full liability for and shall at all times indemnify LD against all actions claims demands costs charges and expenses whatsoever arising out of any loss or damage due to any person firm company or property by reason of LD having relied on any data, documents, drawings gauges, samples, models or the like supplied to LD by or at the instigation of the Customer in connection with the performance of the Contract.
10. Health and Safety at Work etc. Act 1974
The Customer hereby undertakes to take all steps sufficient to ensure, so far as is reasonably practicable, that the Goods will be safe and without risks to health by properly using and handling them in accordance with the recommendations of LD. Weights given are approximate and should be confirmed before lifting, manual or mechanical.
11. Termination of the Contract by DD
11.1 LD may terminate the Contract forthwith by written notice to the Customer upon the happening of any of the following events:
(i) Where full payment in respect of the Goods or any instalment of the Goods has not been received by LD by the date specified as the date for payment.
(ii) Where the Customer has failed to provide any Commercial Credit, Bill of Exchange, or other security required by the Contract.
(iii) Where the Customer being an individual, commits any act of bankruptcy, or, being a corporation, goes into liquidation or has a receiver appointed of all or any of its assets by virtue of Section 518 of the Companies Act 1985 is deemed unable to pay its debts.
(iv) Where the Customer is in breach of any of these Goods Conditions.
11.2 The granting by LD to the Customer of time or any other indulgence forbearance or concession shall in no way prejudice or constitute a waiver of LD’s entitlement to enforce any of its rights under the Contract except and to the extent that it shall either constitute a variation of these Goods Conditions which has been made in accordance with clause 17.
11.3 If LD terminates the Contract in accordance with this clause, then, without prejudice to any other rights LD may have, it shall be entitled to retain any advance payment made by the Customer.
12. Cancellation by the Customer
The Contract may be cancelled by the Customer only with LD’s written consent, which shall be given or withheld at the sole discretion of LD and upon such terms as LD may deem fit.
13. Force Majeure
In the event of:
riots, civil disturbance, strikes, lock-outs, industrial disputes, fire, floods, heat, frost, storm or other intemperate weather, Act of God, Act of Queen’s enemies or war (whether declared or not) or other hostilities carried on by any parties whatsoever, restraints or rulers of peoples including interferences by departments of governments in the United Kingdom or abroad, perils of the sea, breakdown in machinery, shortages of raw material or fuel or labour, shortages or breakdown of shipping or other means of transport, failure or delay by customary suppliers or sub-contractors of LD (whether their involvement in LD’s performance of the Contract is known to the Customer or not) to provide materials required in the production of the Goods or any other unforeseen or exceptional circumstances whatsoever affecting or hindering the performance of the Contract by LD – LD may in its discretion either:
(i) terminate the Contract and return any advance payment made in respect thereof of the Customer; or
(ii) delay delivery for such period or periods as it shall consider necessary (in which case the provisions of sub-clause 4.1 and 4.2 shall apply) and in either case the Customer shall have no claims whatsoever howsoever arising against LD in respect of such termination or delay.
14.1 Any drawings or technical documents intended for use in the manufacture or construction of the Goods and submitted to the Customer prior or subsequent to the formation of the Contract remain LD’s exclusive property. Such drawings or technical documents may not without LD’s consent be utilised by the Customer or copied, reproduced, transmitted or communicated to a third party. The said drawings and documents shall become property of the Customer only if it is expressly so agreed in writing by LD.
14.2 In the event that an Order or Contract is not proceeded with for any reason whatever, each party shall upon demand return to the other all such material as is referred to in the preceding sub-clause and undertake to destroy any copies thereof which may have been made by it.
15. Assignment and rights of third parties
The Contract is personal to the Customer, which shall not assign or charge the benefit thereof in any manner whatsoever without LD’s express written consent. For the avoidance of doubt all third party rights which might otherwise have been created under the 1999 The Contracts (Right of Third Parties) Act are specifically excluded. The Contract does not confer any rights or benefits to any third party whatsoever.
The Contract shall in all respects be constructed and operate in accordance with English law, and the Customer hereby submits to the non-exclusive jurisdiction of the English courts.
Except as provided in clause 7.3 hereof after formation of the Contract any alterations amplifications modifications limitations or additions thereto must be agreed by the parties, made in writing, refer to the Contract, and be annexed to the Confirmation of Order.
18.1 Notices shall be made in writing and posted in a first-class pre-paid envelope to the Customer’s address as shown respectively on the Order and Confirmation of Order or failing those to the address at which one party reasonably believes the other to be carrying on business.
18.2 A notice shall be deemed to have been given forty-eight hours after posting (or ninety-six hours after posting where the notice is sent from and/or addressed to an address outside the United Kingdom)
The clause headings hereto shall not affect the construction of these Goods Conditions.