Conditions Of Sale
LG Motion Limited Terms and Conditions
The Buyer’s attention is in particular drawn to the provisions of condition 13.4.
1. Who these Conditions apply to
1.1 These terms and conditions of sale (“Conditions”) govern any orders for goods and/or services provided by L G Motion Limited, a company registered in England and Wales (company no: 05076449) whose registered office is at Unit 1 Houndmills Industrial Estate, Telford Road, Basingstoke, Hampshire, RG21 6YU (“LGM”) and you, the customer, who agrees to purchase goods and/or services from LGM (“You/you/your”).
1.2 A “party” means either LGM or you and includes that party’s personal representatives, successors and permitted assigns.
2. Interpretation
2.1 In these Conditions, unless the context otherwise requires:
2.1.1 any clause or other headings are included for convenience only and shall have no effect on the interpretation of these Conditions;
2.1.2 words in the singular include the plural and vice versa;
2.1.3 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
2.1.4 a reference to the law is a reference to the legislation and all subordinate legislation as amended, extended, re-enacted or consolidated applicable at the date of the Order;
2.1.5 the “website” is our online shop for the purchase of our standard goods: https://shop.lg-motion.co.uk/
2.1.6 the “Privacy Policy” applies to LGM’s processing of any personal data (as defined in applicable data protection laws) and is on our website: https://www.onrobot.lg-motion.co.uk/privacy/.
3. When these Conditions apply
3.1 These Conditions apply when purchasing any Goods and/or Services from LGM. Excluding goods which can be purchased via our website, orders for bespoke goods and services require a quotation from LGM before an order can be placed.
3.2 No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specifications or other documents shall apply except to the extent that LGM otherwise agrees in writing.
3.3 The parties agree that the Order (along with any accompanying specification or design) and these Conditions constitutes the entire agreement in respect of its subject matter, and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral.
3.4 If and to the extent that there is a conflict between these Conditions and the Order, the terms of the Conditions shall prevail.
3.5 No variation of these Conditions or an Order shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each party.
3.6 Each Order by you shall be an offer to purchase bespoke goods and services subject to the Quotation (and any accompanying specification or design), these Conditions and our Privacy Policy.
4. Orders
4.1 Standard goods can be ordered via our website and are as described on the website. Standard goods will be dispatched in accordance with the lead times stated on our website or confirmed to you at the point of ordering.
4.2 For bespoke goods and services (and excluding goods which are available to purchase via our website) (the “Deliverables”), LGM will firstly provide a Quotation based on your requirements. Quotations do not constitute LGM’s
agreement to provide the Deliverables stated in the Quotation.
4.3 Quotations may contain a description of the details of goods and/or services LGM are willing to provide (the “Specification”), along with the price, and may contain additional terms or limitations or images of the Goods. If any such information is incorrect, you must promptly notify LGM.
4.4 A Quotation shall remain in effect and capable of being accepted by you for 30 calendar days from the date LGM provide the Quotation to you, after which time it shall automatically lapse and be withdrawn.
4.5 Once you have confirmed your acceptance of the Quotation (and any modifications to it or the Specification as agreed with LGM) and LGM sends its written agreement to provide the Deliverables (an “Order acknowledgement”), the parties are agreeing to purchase and supply in accordance with these Conditions (an “Order”).
4.6 LGM may accept or reject an Order at its discretion. An Order shall not created, and no binding obligation to supply Deliverables shall arise, until LGM has provided an Order acknowledgment. If LGM is unable to accept a request for an Order, it shall notify you as soon as reasonably practicable.
4.7 Any designs, images, marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Order.
5. Price
5.1 Prices stated in a Quotation are estimates only and are subject to change. The price for the Deliverables shall be as set out in the Order (the Price).
5.2 Prices are exclusive of value added tax (VAT), delivery and insurance charges, taxes or duties, and any tests, test certificates, certificates of conformity that may apply (unless otherwise stated in the Order).
5.3 LGM may increase the Prices at any time, however, any Orders already in production by LGM will not be affected, unless there is an increase in the direct cost to LGM of supplying the relevant Deliverables due to any factor beyond the control of LGM.
6. Payment
6.1 LGM shall invoice you for the Deliverables, partially or in full, at any time following acceptance of an Order.
6.2 You shall pay all invoices in full, without deduction or set-off, in cleared funds, to the bank account nominated by LGM in accordance with the payment terms specified in the Order acknowledgement.
6.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date, LGM may, without limiting its other rights, charge interest on such sums at 4% a year above the Bank of England base rate from time to time in force. Interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.
7. Delivery and performance
7.1 The Goods shall be provided ex-works at LGM’s premises in accordance with Incoterms rules 2020 (unless otherwise stated in the Order acknowledgment).
7.2 The quantity of delivered Goods recorded by LGM shall be deemed to be the quantity received by you, unless you can provide conclusive evidence (in LGM’s opinion) to the contrary.
7.3 LGM may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle you to cancel any other instalment.
7.4 Time is not of the essence in relation to the performance or delivery of the Deliverables. LGM shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. 7.5 LGM shall not be liable for any delay in or failure of performance caused by Force Majeure.
7.6 If you fail to accept delivery of the Goods within 30 days of LGM giving you notice that they are ready, LGM shall store and insure the Goods pending delivery, and you shall pay all costs and expenses incurred by LGM in doing so.
8 Risk and Title
8.1 Risk in the Goods shall pass to you on in accordance with Incoterms rules 2020.
8.2 Title to the Goods shall pass to you once LGM has received payment in full and cleared funds.
9 Retention of Title
9.1 Until ownership of the Goods has passed to you, you shall:
9.1.1 hold the Goods on a fiduciary basis as LGM’s bailee;
9.1.2 store the Goods separately from all other goods in such a way that they remain readily identifiable as LGM’s property;
9.1.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
9.1.4 maintain the Goods in satisfactory condition and keep them insured on LGM’s behalf for their full price against all risks to the reasonable satisfaction of LGM. On request you shall produce the policy of insurance to LGM.
9.2 You may resell the Goods before ownership has passed to you solely on the following conditions:
9.2.1 any sale shall be effected in the ordinary course of your business at full market value; and
9.2.2 any such sale shall be a sale of LGM’s property on your own behalf and you shall deal as principal when making such a sale.
9.3 Your right to possession of the Goods shall terminate immediately if you suffer or undergo any of the events described in clause 17.2.
9.4 LGM shall be entitled to recover payment for the Goods whether or not ownership of any of the Goods has passed from LGM.
9.5 You shall allow LGM, its agents and employees at any reasonable time and upon reasonable notice to enter any premises where the Goods are stored in order to inspect them, or, where your right to possession has terminated, to recover them.
10 Warranty
10.1 LGM warrants that, unless otherwise stated in the Order acknowledgment, for a period of 12 months from the date the Goods are delivered under the Order that;
10.1.1 the Goods shall conform in all material respect to their description on the website or to the Specification (as applicable);
10.1.2 the Goods will be free from material defects in design and are of satisfactory quality;
10.1.3 the Goods (and the process of manufacturing the Goods) will comply with all applicable legislation, regulations and standards; and
10.1.4 any Services will be supplied with reasonable care and skill.
10.2 You warrant that you have provided LGM with all relevant, full and accurate information necessary for LGM to perform the Order.
10.3 As your sole and exclusive remedy, LGM shall, at its option, correct, repair, remedy, re-perform or refund any Deliverables that do not comply with clause 10, provided that you;
10.3.1 notify LGM within 48 hours of delivery of any defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects; and specify in sufficient detail the nature and extent of the defects;
10.3.2 give LGM a reasonable opportunity to examine the claim of the defective Deliverables; and
10.3.3 return the Goods or the part of such Goods which is defective to LGM.
10.4 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
10.5 LGM shall not be liable for any failure of the Goods to comply with clause 10.1.1:
10.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
10.5.2 to the extent caused by your failure to comply with LGM’s instructions in relation to the Goods, including any instructions regarding installation, operation, storage or maintenance;
10.5.3 to the extent caused by LGM following any specification, instruction or requirement of or given by you;
10.5.4 where you modify any Goods without LGM’s prior written consent or, having received such consent, not in accordance with LGM’s instructions; or
10.5.5 where you use any of the Goods after notifying LGM that they do not comply with clause 10.1.1.
10.6 Except as set out in this clause 10, LGM gives no warranty and makes no representations in relation to the Deliverables and shall have no liability for their failure to comply with the warranty in clause 10.1.1. All warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted.
11 Compliance with Law
11.1 Both parties shall have adequate procedures in place to comply with all relevant laws.
11.2 LGM shall obtain and at all times maintain all licences and consents which are strictly necessary for the provision of the Deliverables.
12 Indemnity and insurance
You shall indemnify, and keep indemnified, LGM from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by LGM as a result of or in connection with your breach of any of your obligations under the Order or these Conditions.
13 Limitation of liability
13.1 The extent of the parties’ liability under or in connection with the Order or these Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
13.2 Subject to clause 13.4, LGM’s total liability shall not exceed the total amount you have paid to LGM for the Order under which the liability has arisen.
13.3 Subject to clause 13.4, LGM shall not be liable for consequential, indirect or special losses or for any of the following (whether direct or indirect): loss of profit; loss of revenue; loss or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill; and/or wasted expenditure.
13.4 The liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation; and any other losses which cannot be excluded or limited under English law.
14 Intellectual property
14.1 For the purposes of this clause 14, “Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case, whether registered or not, including any applications to protect or register (or renew) such rights, whether vested, contingent or future, to which the relevant party is or may be entitled, and in whichever part of the world existing.
14.2 Any specification supplied by LGM to you, in connection with the Order, together with the copyright, design rights and any other intellectual property rights in the Specification, shall be LGM’s exclusive property. You will not disclose the Specification to any third party or use the Specification for any purpose other than as permitted by these Conditions.
14.3 Subject to clause 14.4, you grant to LGM a non-exclusive licence to use any materials in which you hold any Intellectual Property Rights or the right to use any Intellectual Property Rights to fulfil the Order.
14.4 You further grant to LGM a perpetual, royalty-free, non-exclusive, worldwide licence to use any design or specification provided by you for the Order for LGM’s further development and commercialisation of the Deliverables.
14.5 Any Intellectual Property Rights that arise in or relating to the Deliverables or as a result of the Order (“Developed Intellectual Property”) shall vest solely in LGM and, to the extent that they do not automatically so vest, you hereby assign such rights by way of present and future assignment. You agree to waive all rights and future claims to LGM’s use of the Developed Intellectual Property and to provide such further assistance as LGM may reasonably request to give effect to this clause 14.5.
14.6 You shall indemnify LGM against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by LGM in connection with any claim arising from: a) LGM’s use of your Intellectual Property Rights under these Conditions; and b) your modification or use of the Goods other than as stated in the Specification, and for any claim suffered by LGM arising from your breach of clause 14.3 and 14.4.
15 Confidentiality
15.1 You agree to keep confidential all information relating to the Order, the Deliverables, Specification, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by either party in performing its obligations under, or otherwise pursuant to the Order, including the provision of any Quotation (the “Confidential Information”).
15.2 You may disclose the Confidential Information:
15.2.1 To your employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the obligations under these Conditions, provided that you shall ensure that your employees, officers, representatives, subcontractors or advisers to whom you disclose LGM’s Confidential Information comply with this clause 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 LGM’s Confidential Information shall not be used for any purpose other than to perform your obligations under the Order or these Conditions.
15.4 This clause shall remain in force in perpetuity from the date of the Order.
16 Force majeure
16.1 LGM shall not have any liability under or be deemed to be in breach of these Conditions for any delays or failures in performance of the Order which result from; an event or sequence of events beyond its reasonable control preventing or delaying it from performing its obligations, stated in the Order or under these Conditions including an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic and any action taken by a government or public authority, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Order, strike, lockout or boycott or other industrial action, but excluding your inability to pay or circumstances resulting in your inability to pay.
16.2 Further to clause 16.1, should such an event occur, LGM shall promptly notify you in writing when such the event causes a delay or failure in performance. If the events continue to prevent performance of the Order for a continuous period of more than 30 days, LGM may terminate the Order by written notice to you.
17 Cancellation/Suspension
17.1 LGM may, without prejudice to its other rights, suspend or cancel deliveries of the Goods or cease its manufacture of any Goods or supply of Services or otherwise cease performance of any Order at any time by giving notice in writing to you if;
17.1.1 you commit a material breach of these Conditions and such breach is not remediable or which is not remedied within 7 days of receiving written notice of such breach;
17.1.2 you have failed to pay any amount due for any Order on the due date and such amount remains unpaid within 14 days after LGM has given notification that the payment is overdue; or
17.2 you become (or, in LGM’s opinion, you are at risk of becoming) insolvent, commit an act of bankruptcy or enter into any arrangement or composition with your creditors or are put into liquidation (other than solely for the purpose of amalgamation or reconstruction) or if a receiver or manger is appointed over any part of your business.
17.3 Cancellation or termination of the Order shall not affect any accrued rights and liabilities of LGM at any time up to the date of termination.
18 Notices
Any notice given by LGM under these Conditions shall be sent by email to the details specified by you when placing an Order.
19 Cumulative remedies
The rights and remedies provided in these Conditions for LGM only are cumulative and not exclusive of any rights and remedies provided by law.
20 Entire agreement
20.1 The parties agree that the Order (along with the Specification) and these Conditions constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
20.2 Each party acknowledges that it has not placed the Order in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Order or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement that is not contained in the Order.
21 Assignment
You may not assign, subcontract or encumber any right or obligation under the Order or these Conditions, in whole or in part, without LGM’s prior written consent.
22 Set off
22.1 You shall pay all sums that you owe to LGM under the Order without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
22.2 LGM may set off any amount that you owe it against any amount it owes to you under these Conditions.
23 No partnership or agency
The parties are independent persons and the Order does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
24 Severance
If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Conditions shall not be affected.
25 Waiver
No failure, delay or omission by LGM in exercising any right, power or remedy provided by law or under these Conditions shall operate as a waiver, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
26 Third party rights
Anyone who is not a party to these Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Conditions.
27 Dispute resolution
27.1 Any dispute arising between the parties out of or in connection with the Conditions or the Order acknowledgment shall be dealt with in accordance with the provisions of this clause 27.
27.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
27.3 The parties shall use all reasonable endeavours to reach a negotiated resolution. Within fourteen (14) days of service of the notice, the chief executive officers (or persons of equivalent seniority) of each of the parties shall meet to discuss the dispute and attempt to resolve it.
27.4 Until the parties have attempted to resolve the dispute as specified in clause 27.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
28 Governing law
These Conditions and any dispute or claim arising out of, or in connection with, them, (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
29 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with these Conditions (including non-contractual disputes or claims).
