Terms & Conditions  of Sale

1. Definitions

In these Conditions (“The Conditions”)
“LDS” means Lincoln Diesels Spares Limited
“the Buyer” means the party who has placed the Order with LDS
“the Order” means the Buyer’s instructions to LDS to supply the Goods
“the Goods” means the goods or articles the subject of the Order
“the confirmation of Order” means the written confirmation by LDS of the Order
“the price” means the price for the goods (exclusive of Value Added Tax) specified in the confirmation of Order
“the Contract” means the contract for the sale of goods made between LDS and the Buyer incorporating the Conditions.

2. Acceptance of Order

2.1 A confirmation of Order shall be in writing.

2.2 An Order is accepted by LDS exclusively upon these conditions and no other conditions, terms, provisions or other representations whatever whether referred to in negotiations or set out in the Order or otherwise shall be incorporated into the Contract unless the Buyer and LDS expressly so agree in written memorandum which shall refer to the Contract and be annexed to the Confirmation of Order.

3. Price

The price(s) payable for the Goods shall be LDS’s prices ruling at the date of despatch so that LDS shall have the right at any time before delivery to revise quoted prices set out in the Confirmation of Order or otherwise.

4. Delivery

4.1 Any delivery date specified in the Confirmation of Order or otherwise shall be deemed an estimate only, and LDS shall not be liable for failure to deliver in accordance with that date nor for any loss, damage or expense whatsoever however caused or arising out of any loss or delay in delivery.

4.2 The Buyer shall not be entitled to refuse to accept the Goods because of late delivery.

4.3 Unless otherwise agreed between LDS and the Buyer and stated accordingly in the Confirmation of Order, delivery shall be Ex Works (as defined in Incoterms 2000) at the premises of LDS’s supplier unless the Goods are supplied from LDS’s stock in which case delivery shall be Ex Works at LDS’s premises.

4.4 Where delivery is made by instalments, each such instalment shall be deemed to the subject of a separate Contract.

5. Payment

5.1 The mode of payment of the price, and a note of any advance payment received or required by LDS may be stated on the Confirmation of Order and unless so stated the price shall be paid in full by the Buyer no later than thirty (30) days from the date of LDS’s invoice. The currency of payment shall be the currency of the Contract or (at the election of the Buyer) some other currency, provided that it is freely convertible into the currency of the Contract and is to be converted at the rate prevailing of the London Foreign Exchange Market at the time when such payment is received by LDS, and it includes in full any bank or exchange charges levied against LDS as a result of such conversion.

5.2 Where any advance payment is required by LDS the Contract shall be conditional upon its receipt by LDS.

5.3 Time for payment as stipulated in the Confirmation of Order shall be the essence of the Contract. In the case of Goods sold or delivered by instalments, each instalment shall be paid for separately.

5.4 Where payment is to be made by bill(s) or exchange or cheque(s) payment shall be deemed not to have been made until the said bill(s) or cheque(s) are honoured by the Buyer.

5.5 Where full payment has not been received by LDS on the due date LDS shall (without prejudice to its rights under the Contract or otherwise) be entitled to charge interest on the amount outstanding at a rate per annum equal to 16 percent or 3 percent above HSBC Bank PLC’s Base Lending Rate for the time being in force (whichever is greater).

6. Passing of Risk and Property in the Goods

6.1 The Goods shall from delivery be at risk of the Buyer PROVIDED THAT where delivery is delayed at the request of the Buyer for more than one month, LDS shall be entitled to place the Goods in store at the Buyer’s risk and expense.

6.2 The property in the Goods shall not pass to the Buyer whether or not the Buyer has taken delivery of the Goods or any part thereof until the Buyer shall have paid to LDS the whole of all sums due to LDS hereunder and the Buyer shall not without prior written consent of LDS sell, assign, pledge, mortgage, charge, let, part with possession, or otherwise dispose of the Goods or any part thereof until the property in them has passed to the Buyer.

6.3 The Buyer shall so long as it is possible so to do make such arrangements for the storage and identification of the goods as to ensure that they are identifiable as the property of LDS.

7. Specifications

7.1 All data containing specifications of weights, dimensions, quantities and the like which are contained in LDS’s catalogue or other literature are hereby declared to be approximate only as are also all weights and dimensions of shipments.

7.2 While LDS has taken care to ensure the accuracy of any information data or advice included in any catalogue or other literature furnished to the Buyer, LDS accepts no liability in respect of such information, data or advice, whether given negligently or not, or for the use if Goods in any particular way suggested thereby, and the Buyer shall at the time the Contract is made be deemed to have carried out its own investigations and tests of the Goods.

7.3 Notwithstanding the provisions of clause 17 LDS reserves the right upon giving notice of its intention to the Buyer to make modifications to the Goods at any time before delivery provided that upon receiving such notice the Buyer shall (if the said modifications are material) be entitled to elect to terminate the Contract.

7.4 Subject to the foregoing the Buyer shall inspect the Goods immediately upon arrival at its premises and shall within fourteen days of their arrival notify LDS of any damage, shortage, loss or other particulars by reason of which it alleges that the Goods supplied do not conform with the Contract. If no such notice is received the Goods shall be deemed to have been supplied in accordance with the Contract and to have been accepted by the Buyer.

7.5 Where the Buyer gives notice to LDS by virtue of sub-clause 7.4 it shall preserve the Goods intact and as delivered for a period of fourteen days after receipt by LDS of the notification, during which period LDS its agents or servants shall be at liberty to attend the Buyer’s premises to investigate the complaint.

7.6 If the Buyer fails to comply with either of sub-conditions 7.4 or 7.5 it shall be deemed to have waived all or any claim actions or rights or remedies it may have in respect of the non-conformity of the Goods to the Contract.

7.7 If upon inspection by LDS, the Goods are found to be damaged, short or otherwise not in conformity with the Contract, LDS shall in its absolute discretion at its own expense replace or otherwise make good the same.

7.8 Damage, shortage, loss or other non-conformity with the Contract which is present only in a proportion of the Goods or (where delivery is made by instalments) in some only of the instalments shall entitle the Buyer to the remedies given by this Condition only in respect of that proportion or instalment.

7.9 Notwithstanding the provisions of this Clause, LDS shall have no liability to the Buyer pursuant to sub-clause 7.7 to the extent that the said damage, storage or loss occurred after risk in the Goods passed to the Buyer.

8. Seller’s Guarantee

8.1 In consideration of the Guarantee given by LDS as set out below the Buyer expressly agrees that:

1. (i) The said Guarantee is given by LDS in lieu of and to the entire exclusion of every condition or warranty whether statutory or otherwise whatsoever, except to the extent that the statue prohibits such exclusion.
   (ii) The liability of LDS howsoever arising is limited to exchange or repair (at LDS’s discretion) of any part or parts of Goods to extent of and no further than as set out in the said Guarantee.
   (iii) LDS is released from any other form of liability including consequential loss or damage caused or arising by reason on the goods not being of the type or quality ordered or by reason of the Goods being delayed or be reason of any other matter whatsoever.
2.  

GUARANTEE

For a period of 12 (twelve) months from the date on which the Goods are delivered to the Buyer LDS will exchange or repair (at LDS’s discretion) any part or parts thereof requiring replacement or repair by reason of faulty design, workmanship or material, save that:

• 
  (a) LDS will not be responsible for any expenses which the Buyer 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.

1. (b) No claim for exchange or repair can be considered unless the defective part or parts are returned at sole cost of the Buyer carriage paid to LDS’s works 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.

1. (c) This Guarantee does not extend to any defect which in the opinion of LDS (which opinion shall be final) was attribute to:

• (i) Any form whatsoever of improper use.
  (ii) Wearand tear.
  (iii) Non-compliance with any instructions issued by LDS.
  (iv) Incorrect fitment howsoever caused.
  (v) Neglect of others.
  (vi) Abnormal corrosive or abrasive conditions.
  (vii) Any alternation or modification having been made to the Goods or any parts thereof or any connected parts without the express approval of LDS given in writing.

Buyer’s Undertakings

The Buyer accepts full liability for and shall at all times indemnity LDS against all actions claims demands costs charges and expenses whatsoever arising out if any loss or damage due to any person firm company or property by reason of LDS having relied on any data, documents, drawings gauges, samples, models or the like supplied to LDS by or at the instigation of the Buyer in connection with the performance of the Contract.

Health and Safety at Work etc. Act 1974

The Buyer 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 LDS.

Termination of the Contract by LDS

• LDS may terminate the Contract forthwith by written notice to the Buyer 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 LDS by the date specified as the date for payment
  (ii) Where the Buyer has failed to provide any Commercial Credit, Bill Exchange, or other security required by the Contract.
  (iii) Where the Buyer 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.

1. Where the Buyer is in breach of any of these Conditions.

2. (i) The granting by LDS to the Buyer of time or any other indulgence forbearance or concession shall in no way prejudice or constitute a waiver of LDS’s entitlement to enforce any of its rights under the Contract expect and to the extent that it shall either constitute a variation of these conditions which has been made in accordance with clause 17.
   (ii) If LDS terminates the Contract in accordance with this Clause, then, without prejudice to any other rights LDS may have, it shall be entitled to retain any advance payment made by the Buyer.

9. Cancellation by the Buyer

The Contract may be cancelled by the Buyer only with LDS’s written consent, which shall be given or withheld at the sole discretion of LDS and upon such terms as LDS may deem fit.

9. 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 if 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 LDS (whether their involvement in LDS’s performance of the Contract is known to the Buyer 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 LDS – LDS may in its discretion either:

1. (i) terminate the Contract and return any advance payment made in respect thereof of the Buyer; 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 Buyer shall have no claims whatsoever howsoever arising against LDS in respect of such termination if delay.

9. Confidentiality

   1. Any drawings or technical documents intended for use in the manufacture or construction of the Goods and submitted to the Buyer prior or subsequent to the formation of the Contract remain LDS’s exclusive property. Such drawings or technical documents may not without LDS’s consent be utilised by the Buyer or copied, reproduced, transmitted or communicated to a third party. The said drawings and documents shall become property of the Buyer only if it is expressly so agreed in writing by LDS.

   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.

9. Assignment

The Contract is personal to the Buyer, which shall not assign or charge the benefit thereof in any manner whatsoever without LDS’s express written consent.

9. Law

The Contract shall in all respects be constructed and operate in accordance with English law, and the Buyer hereby submits to the non-exclusive jurisdiction of the English courts.

9. Variation

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.

9. Notices

   1. Notices shall be made in writing and posted in a first-class pre-paid envelope to the Buyer’s or Seller’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.

   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)

9. Construction

The clause headings hereto shall not affect the construction of these Conditions.

Home

Spares

Service

Terms

Contact Us

Find Us