1 Entire Agreement
These Terms and Conditions govern the supply of goods sold
by Lift Components (No. 00147366) of Chiswick
Park, Building 5, Ground Floor, 566 Chiswick High Road, London, W4 5YF
(the“Supplier”) to the Customer and constitute the entire agreement
between the parties. They supersede all prior dealings, negotiations,
representations or agreements between the Supplier and
the Customer in respect of the subject matter of the Contract.
2 Customer Orders
2.1 All orders placed by the Customer shall be deemed to be an
offer to purchase goods (the “Goods”) on the basis of these
Terms and Conditions and are subject to acceptance by the
Supplier. No contract for the supply of Goods (“Contract”)
will come into existence until the Supplier despatches the
Goods or sends an email to the Customer confi rming that
the Goods have been despatched (whichever is earlier). The
processing of the Customer’s payment and acknowledgment
of the Customer’s acceptance of the order does not constitute
legal acceptance of the Customer’s order. The Contract will
relate only to those goods whose despatch the Supplier has
confi rmed in such email. The Supplier will not be obliged
to supply any other Goods which may have been part of the
Customer’s order until the dispatch of such Goods has been
confi rmed in a separate email.
2.2 Once a Contract has been formed in accordance with clause
2.1, it may not be cancelled by the Customer. The Supplier
may notwithstanding the above, allow cancellation of a contract
and if it does so, the Customer shall be required to pay
to the Supplier all costs incurred by the Supplier in connection
with such Contract and its cancellation.
2.3 The Supplier’s website services require registration and
subsequent access to those services will be subject to an approved
User ID and Password. Information that the Customer
provides on the Supplier’s website must be accurate and
3 Price and Payment
3.1 The price payable for the Goods comprising the order is as set
out on the Supplier website at the time the Customer places
the order plus any charges for delivery and insurance as set
out in the order form.
3.2 Errors may occur on the Supplier website and Goods may be
incorrectly priced in which circumstances the Supplier will not
be obliged to supply the Goods at the incorrect price.
3.3 Subject to clause 3.4, the Supplier must receive payment
for the whole of the price of the Goods comprising the order
and any delivery charges applicable before the order can
be processed, unless the Supplier has agreed otherwise in
advance in writing.
3.4 If the Customer is an account Customer payment shall be
made in full at the end of the month following the date of
invoice. Time shall be of the essence for payment. The Supplier
may revoke credit if the Customer fails to make payment
when due. If payment is not made when due, interest shall
accrue and become payable on all overdue amounts from the
date when payment was due until the date when payment in
full is actually made (including any accrued interest together
with any reasonable legal or other recovery costs) in accordance
with the terms of the Late Payments of Commercial
Debts (Interest) Act 1998 or such other Acts governing these
matters as may be in force from time to time.
4.1 All specifi cations, drawings and particulars submitted by
the Supplier are approximate only and the descriptions and
illustrations contained in any product supporting literature, including
text, pictures and graphics displayed on the Supplier’s
website are intended to present a general idea of the Goods
and none of these shall form part of the Contract. All drawings
prepared by the Supplier under the Contract shall remain
the property of the Supplier and the copyright is reserved
accordingly. No copies or extracts shall be taken without the
Supplier’s prior written consent.
5 Shipping, Delivery and Title
5.1 For any Goods which are not in stock, the Supplier will notify
the Customer accordingly.
5.2 Standard delivery to addresses within the United Kingdom
will be by courier to the address for delivery shown in the
Customer’s order. Additional charges will be payable for delivery
outside of the United Kingdom or for same day delivery
service within the United Kingdom and such charges will be
shown on the Customer’s order.
5.3 The Supplier will deliver the Goods in accordance with the
order usually within the estimated delivery time. Times given
for delivery and completion shall run from the date of receipt
of an offi cial written order. All such times will be treated as
estimates only and shall not involve any contractual obligation.
Although the Supplier will use all reasonable endeavours
to despatch or complete by the dates stated the Supplier
will be under no liability whatsoever for failure to do so. In
the unlikely event that the Customer has not received all the
Goods within the estimated delivery time, the Customer must
notify the Supplier immediately. The Customer must not
schedule or commence any installation work until after the
Customer has received his order and checked all the Goods
for any defects or missing parts.
5.6 Without prejudice to clause 5.3, upon delivery of the Goods to
the Customer, the Goods shall be at the Customer’s risk. In
spite of delivery having been made, title in the Goods shall
not pass to the Customer until the price for the Goods has
been paid in full and no other sums whatsoever shall be due
to the Supplier from the Customer. Until title in the Goods
passes from the Supplier, the Customer shall hold the Goods
on a fi duciary basis as bailee and shall store the Goods at its
own cost separately from all other goods in its possession and
marked in such a way that they are clearly identifi ed as the
property of the Supplier. The Supplier may maintain an action
for the price of any Goods notwithstanding that title in them
has not passed to the Customer.
6.1 The Customer may return goods to the Supplier, and receive
either a credit or refund (at the Supplier’s discretion), subject
to compliance with the following conditions:
(a) the Customer must contact the Supplier (on tel 0844 778
2348) and obtain the consent of the Supplier and a returns
number (to be quoted on all returned paperwork) prior to the
return of any Goods;
(b) the Goods must be returned within 14 days of the date
of delivery (as stated on the delivery documentation). Goods
must be returned to the Supplier in their original condition
and packaging and in a condition which will enable them to
be immediately fi t for re-sale. Goods must be returned to the
Supplier adequately packed and despatched freight prepaid,
clearly labelled, to: Stores, Lift Components, 123 Abbey
Lane, Leicester LE4 5QX;
(c) the Customer must follow any specifi c instructions which
appear in the Supplier catalogue or that are supplied with any
Goods regarding their return to the Supplier;
(d) for Goods returned due to Customer error or because they
are no longer required and returned in accordance with (a)
to (c) (above) a handling charge will be applied of an amount
equal to 20% of the original price for the Goods returned.
6.2 Where the Customer returns Goods to the Supplier otherwise
than in accordance with clause 6.1(a) to (d) above (for example,
more than 14 days from the date of delivery or in an unfi t
state), the Supplier may refuse delivery and return the Goods,
at the Customer’s expense, or may apply a handling charge
which relates to the actual cost of reprocessing (subject to nal
the minimum handling charge of 20% of the original price of
the returned Goods).
6.3This returns policy does not apply to software, calibrated
products, non-catalogue products, extended range products
and specially manufactured products. The Supplier accepts
no responsibility for any loss of or damage to Goods in transit
from Customer to the Supplier or for any items received by the
Supplier with them.
7.1 The Goods are supplied with the benefi t of any warranty
given by the manufacturer of the Goods (details of which will
be provided to the Customer with the Goods or otherwise on
request (the “Warranty”)), provided the Customer complies
with the provisions of clause 7.2 and those contained within
the Warranty (the “Warranty Conditions”).
7.2 If Goods become faulty during the period of the Warranty for
reason other than ordinary wear and tear or as a result of any
acts, omissions or misuse of the Goods, the Customer may return
the Goods to the Supplier. The Supplier shall repair (or at
its option) replace the Goods with the same or superior Goods,
free of charge. Any repair or replacement of goods relating to
faults arising after expiry of the Warranty shall be charged at
the Supplier’s cost.
7.3 The Customer’s sole remedy in respect of any failure of the
Goods to comply with the Warranty is as set out in the
7.4 The Supplier will have no liability with regard to any claim
in respect of which the Customer has not complied with the
claims procedure in the Warranty Conditions.
7.5 The Supplier will be given a reasonable opportunity and facilities
to investigate any claims made under the Warranty and
the Customer will if so requested in writing by the Supplier,
promptly return any Goods the subject of any claim and any
packaging materials, securely packed and carriage paid, to the
Supplier for examination.
8.1 The Customer represents and undertakes to the Supplier that
it shall not and shall not knowingly permit any third party to
sell or supply Goods to any country, entity or individual where
such sale or supply would constitute an infringement of any
trade embargo, boycott or economic sanction for the time
being in force in the United Kingdom or imposed on Member
States of the European Union.
8.2 The Supplier reserves the right, in its absolute discretion, to
refuse to supply Goods to any Customer where the Supplier
knows or believes that such Goods are intended for re-sale
or supply by or on behalf of the Customer to a country, entity
or individual in breach of any embargo or sanction referred
to in clause 8.1 or in breach of any trade embargo, boycott
or economic sanction for the time being in force in the United
States of America.
9.1 The following provisions set out the entire fi nancial liability
of the Supplier to the Customer in respect of any breach of
these terms and any representation, statement or tortiuous
act or omission, including negligence, arising under or in connection
with the Contract.
9.2 All warranties, conditions and other terms implied by statute
or common law (save for the condition implied by section 12
of the Sale of Goods Act 1979 (as amended)), are to the fullest
extent permitted by law, excluded from the Contract.
9.3 Nothing in these terms and conditions excludes or limits the
Supplier’s liability for:
(a)death or personal injury caused by its negligence;
(b)fraud or for fraudulent misrepresentation; or
(c)any other liability which may not otherwise be limited or
excluded under applicable law.
9.4 Subject to clause 9.3 above, the Supplier will not be liable,
in contract, tort (including, without limitation, negligence),
pre-contract or other representations (other than fraudulent
or negligent misrepresentations) or otherwise out of or in connection
with the Contract for:
(a)any loss of revenue;
(b) any loss of profi ts;
(c) any loss of contracts;
(d) any loss of business;
(e) any loss of anticipated savings;
(f) any loss of goodwill or reputation; or
(g) any special or indirect losses suffered or incurred by the
Customer arising out of or in connection with the provisions of
any matter under the Contract.
9.5 Subject to clause 9.3 the Supplier’s total liability to the Customer
under or connected with the Contract will not exceed
125% of the price payable for the Goods for any one event or
series of connected events.
The Supplier may suspend further supply or delivery, stop any
goods in transit or terminate the Contract by notice in writing to
the Customer if the Customer is in breach of an obligation hereunder
or becomes unable to pay its debts when they fall due or
proceedings are commenced by or against the Customer alleging
bankruptcy or insolvency. Upon termination, any amounts due
from the Customer to the Supplier shall become immediately due
and payable and the Supplier shall be under no further obligation
to supply Goods ordered by the Customer.
11 Force Majeure
The Supplier shall have no liability to the Customer for any failure
or delay in supply or delivery or for any damage or defect to
Goods supplied or delivered hereunder that is caused by any
event or circumstance beyond its reasonable control including,
without limitation, strikes, lockouts and other industrial disputes.
12 Lifts Regulations 1997
12.1 New lifts installed after 30 June 1999 are required to comply
with The Lifts Regulations 1997. The Customer shall have
sole responsibility for ensuring compliance with such regulations
and the Supplier gives no warranty or representation
as to the suitability of any Goods purchased by the Customer
for the purposes of compliance with the Lifts Regulations
12.2 The Customer must inform the Supplier if any Goods are not
required for use as replacement parts but are intended for
use in new lift installations as the relevant Lifts Regulations
documentation will be required.
13 Entire Agreement
13.1 These terms and conditions and any document expressly
referred to in them constitute the whole agreement between
the Customer and the Supplier and supersede all previous
discussions, correspondence, negotiations, understanding or
agreement between them relating to the subject matter of
13.2 The Customer acknowledges that in entering into the
Contract, it is not relying on and will have no remedies in
respect of any representation or warranty that is not set out
in these terms and conditions or the documents referred to
13.3 The Customer agrees that the Supplier’s only liability in
respect of those representations and warranties that are set
out in the Contract will be for breach of contract.
13.4 Nothing in this clause limits or excludes liability for fraud.
14 Data Protection
The Supplier may disclose the Customer’s personal information to
any company within the same group as the Supplier. The Supplier
may disclose the Customer’s personal information to third
parties: (a) if the Supplier sells or buys any business or assets,
in which case the Supplier may disclose the Customer’s personal
information to the prospective seller or buyer of such business
or assets; (b) if the Supplier, or substantially all of its assets, are
acquired by a third party, in which case such personal information
held by it will be one of the transferred assets; or (c) if the Supplier
is under a duty to disclose the Customer’s personal information
in order to comply with a legal obligation. This includes
exchanging information with other companies for the purpose of
fraud protection and credit risk reduction.
15.1 If any provision of the Contract is found by any court, tribu
or administrative body of competent jurisdiction to be wholly or
partially illegal, invalid, void, voidable, unenforceable or unreasonable,
it will to the extent of such illegality, invalidity, voidness,
unenforceability or unreasonableness be deemed severable and
the remaining provisions of the Contract and the remainder of
such provision will continue in full force and effect.
15.2 Failure or delay by the Supplier in enforcing any provision of
the Contract will not be construed as a waiver of any of its rights
under the Contract.
15.3 Neither the Supplier nor the Customer intend that any term
of the Contract should be enforceable by virtue of the Contracts
(Rights of Third Parties) Act 1999 by any person that is not a
party to it.
The Contract shall in all respects be subject to and construed in
accordance with English Law.
The installation of replacement parts or components in
lift and escalator equipment should be performed by a
trained Lift Engineer who is familiar with the operation
and control of the system which is being repaired. Improper
installation may endanger the installer, the public,
and the equipment.