Company: Refers to Lund Bros & Co Ltd. (a company registered in England and Wales with company number 01760303), the manufacturer and supplier of goods and services.
Buyer: Refers to the person, company, or firm that places an order with the Company for the manufacture and supply of goods or services.
Supplier: Refers to any person, company, or firm that provides goods, materials, or services to the Company.
2. Parties
This agreement is between the Company (Lund Bros & Co Ltd.) and the Buyer. The terms and conditions of this agreement shall not be modified, varied, changed or in any other way modified, unless it is agreed in writing between the parties and signed by both parties.
3. Orders and applicable contractual terms
These terms and conditions shall apply to all tenders, offers, quotations, acceptances, deliveries or contracts relating to the sale of goods entered into by the Company. In the event of any conflict, ambiguity or other inconsistency with the terms and conditions of business of the Buyer, it is unconditionally and irrevocably intended by the parties hereto that the Company’s terms and conditions shall prevail and take precedent in all material respects.
The Company will accept ‘as fact’ specifications as received. The Buyer, in writing, may only make any alterations to an order or specification and should the items in question be partly or fully manufactured, any extra charge is to be agreed by the Buyer before the alterations will be accepted by the Company.
4. Prices and payment terms
The Company has quoted its prices based on the payment terms shown or as otherwise stated in the quote. The Company relies on the Buyer to pay the full balance when given notice of completion by way of an invoice.
VAT will be payable by the Buyer at the appropriate rate in force at the time the invoice is raised.
Each consignment of supply-only goods will be invoiced separately, and payment against the invoice shall fall due, in full, according to the standard terms shown below.
Payment shall be made in the currency specified in the contract.
Quotations in a currency other than pound sterling are based on the rate of exchange rate at the time of the quotation and will be subject to revision (up or down) if any different rate of exchange or materials index is in effect at the date the order acknowledgment is dispatched. Such price shall then be final and binding on the Buyer.
If for any reason the Buyer is unable to accept delivery when due, the goods will nevertheless be invoiced and payment will be due according to the standard terms shown below. In such cases, the Company will, if facilities permit, store the goods at the Buyer’s risk until delivery and reserves the right to make additional charges for such all storage and any extra handling or transportation and all related costs and expenses incurred by the Company as a result. If within 10 business days the Buyer has not rearranged a delivery, the Company may then resell or otherwise dispose of the goods. If the sale price does not cover all costs incurred under this clause and original price of the goods, the Buyer shall pay to the Company any shortfall on demand.
Faulty goods will not be accepted as a reason for non-payment of invoices, as the Company guarantees to replace any unit found to be materially and properly classified as defective on delivery.
Anticipated delivery and completion dates notified to the Buyer are the Company’s best estimate at the time. The Company will not accept claims or deductions in respect of late delivery of goods.
If payment received from the Buyer is not stated to refer to a particular invoice, the Company may allocate such payments to any outstanding invoice(s) owed to the Company by the said Buyer, at the Company’s absolute discretion.
If the Buyer fails to make any payments in the time specified, the Company reserves the right, and without prejudice to any other rights, to suspend all further deliveries until payment is made.
The Company is entitled to charge interest on the outstanding balance of any overdue payments owed to the Company from the Buyer, from the time of default to the time of payment, calculated on a daily basis in a year of 365 days at a rate of 2.5% per month.
Payment terms are: account holders 30 days from the date of invoice or earlier, as stated in the Buyer’s terms and conditions. Non-account holders must pay via pro-forma invoice, on demand, and on receipt of the said invoice.
The Buyer’s failure to pay the balance on satisfactory completion would be a breach of this agreement.
The goods are sold on the condition that they will not be resold by the Buyer or its purchasers or sub-purchasers for delivery in an unprocessed state outside the territory of the United Kingdom. The Buyer is fully responsible and accountable to the Company for any breach (without limitation) of this condition.
Milestone or upfront payments. Upfront and milestone payments are non-refundable unless otherwise expressly agreed in writing by the Company. Ownership of all deliverables, materials, and goods remains with the Company until full payment has been received. The Company reserves the right to terminate the contract if payment is not received within 7–10 days after the due date, without prejudice to any other rights or remedies available. Any additional work or changes outside the agreed scope shall be subject to additional charges, payable by the Buyer upon receipt of an additional pro forma invoice.
5. Variations to contract
Any variations of this agreement must be in writing and signed by both parties.
Should the item in question be partly or fully manufactured, an extra charge will be agreed by the parties before any such alteration is made.
A contract with all variations will be required from the Buyer and must be signed by the Buyer.
6. Goods
The goods are supplied to specifications (including dimensions, weights, analysis and properties) stated expressly in the contract or where none are specified, to specifications published by the Company or where none so published to any relevant British Standard specification or code of practice. Unless the parties expressly agreed in writing to modify this condition, and should the Buyer specifically request the goods to be manufactured to a specific Buyer drawing, design, specification, then notwithstanding the provision as above the quality of the goods or their fitness or suitability for any purpose and end use application however and whenever expressed or which may be implied by statute, custom of the trade or otherwise (without limitation) is hereby excluded.
Without prejudice to the foregoing, no statement or undertaking contained in any British standard, Euro norm, ISO recommendation or other standard or technical specification as to the suitability of the goods for any purpose shall give rise to any legal liability. The Buyer shall satisfy itself that the goods are suitable for any product or application for which they are to be used before the goods are incorporated into such product or application.
The Buyer agrees upon demand to indemnify the Company against all losses, damages, injury, costs, claims, demands, damages, VAT, professional fees and all other costs and expenses of whatever nature (without limitation) suffered by or incurred by the Company to the extent that the same are caused by or related to: specification or design given or stipulated by the Buyer to the Company in respect of goods produced by the Company for the Buyer; the improper incorporation, use, processing, storage or handling of goods by the Buyer.
7. Complaints
In the interest of efficiency, dealing with any query, written notice of such queries must be given to the Company as soon as possible from any such matters arising and, in any event, not later than within three days from delivery.
The Company must be afforded every reasonable opportunity to remedy any complaint for which it may be liable.
8. Retention of title
The Company retains ownership of the goods until the Buyer has made full payment against any outstanding invoices owed by the Buyer to the Company. Even if the goods have been delivered and received by the Buyer, the legal ownership remains with the Company until the payment is fully settled against the goods and also any other goods the Company has supplied to the Buyer. Pursuant to clause 20 of these conditions, the Company’s terms of business shall prevail against any conflicting provisions.
Until full payment is made, the Buyer must store the goods separately from their own and any third-party goods, and ensure the goods remain readily identifiable as the Company’s property and the goods should be clearly marked as the property of the Company. The Buyer shall not remove, deface or obscure any identifying mark or packing on or relating to the goods. The goods shall be maintained in a satisfactory condition and kept insured against all risks for their full price on the Company’s behalf from the date of delivery until payment has been made to the Company. The Company has the right to inspect the Buyer’s premises with 24 hours’ notice to ensure the goods are properly stored in compliance with this clause.
If the Buyer fails to make payment on time, becomes insolvent, enters administration, or enters any composition or arrangements with its creditors, declares bankruptcy, or if a receiver is appointed to the Buyer’s assets, the Buyer’s right to possess the goods is immediately and unconditionally revoked. The Company may then enter the Buyer’s premises to reclaim and recover the goods.
If the Buyer intends to resell the goods, they must notify the Company at the time of order, providing details of the sub-purchaser. This enables the Company to inform the sub-purchaser about the retention of title of the goods until full payment is received from the Buyer.
If the Buyer has resold the goods without completing payment to the Company, they must assign all rights from the resale and sums received from the sub-buyer to the Company. This must be done within four working days upon the Company’s request. The Buyer must make up any shortfall on demand.
9. Delivery and risk
Any time or date for the despatch or delivery of goods whether specified in a quotation or otherwise given by the Company shall be an estimate given in good faith but shall not be binding on the Company either as a term of the contract or otherwise. In no circumstance shall the Company be liable for any losses, costs or damages (without limitation) sustained by the Buyer in consequence of a failure to deliver within such time or by any such date.
All goods supplied are to be inspected by the Buyer on delivery. No claims for incomplete orders or damage will be permitted or accepted by the Company after three days of delivery of the goods.
The Buyer unconditionally and irrevocably acknowledges that the Buyer is in possession of the goods solely as bailee for the Company until such time as the Buyer has paid in full all sums owing to the Company, but that the risk in the goods shall pass to the Buyer either when the goods are delivered by the Company to the Buyer or in all other cases on the Company’s despatch of the goods.
Returns will only be accepted for defective goods and if they are received by the Company in their original packaging and within one month from the date of the Company’s invoice. Damaged goods will not be accepted. A 20% handling charge will be incurred for returned items.
10. Statutory rights
None of these terms and conditions shall affect any statutory rights of the Buyer or the Company.
11. Warranty
The Company is pleased to extend a 12-month warranty on all products we supply, reflecting our confidence in their quality.
This warranty will be void if the products are not installed in accordance with the Company’s installation guidelines, available from the Company, on demand.
The Buyer is solely responsible for ensuring that the products meet the required standards and ratings for each specific installation.
The Company confirms (and the Buyer accepts) the warranties in this clause do not cover any parts, materials, or equipment not manufactured by the Company. For such items, the Buyer will only be entitled to the benefit of any warranty or guarantee offered by the original manufacturer (if any and as far as the benefit can be conferred for the benefit of the Buyer).
If a defect arises within the warranty period that the Company is properly accountable to remedy under these terms, please contact us immediately. We will arrange for an inspection and, if the issue is due to faulty materials or manufacture by the Company, we will repair or replace the defective components free of charge.
The warranty will be immediately voided if the product or goods are misused, damaged, or rendered inoperative, the defect arises due to the Buyer’s failure to follow the Company’s installation guidelines, a repair has been made without the consent of the Company, the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions.
Any signs of impact, mishandling, tampering, unnatural chemical corrosion, or use contrary to the intended purpose will void the warranty.
12. General Terms
By purchasing our products, you agree at all material times to comply with and be bound by all terms outlined in these terms and conditions.
The Company reserves the right to modify or update these terms at any time. Any changes will be communicated to the Buyer in writing. The Buyer agrees to comply and be bound by any terms so modified.
These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter of formation shall be governed by the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms, the goods, or their subject matter or formation.
13. Supplier Counterfeit Goods
The Supplier warrants and certifies that Goods delivered pursuant to the Contract, unless otherwise specified shall:
be new;
only contain materials obtained from the Original Equipment Manufacturer (“OEM”) or an authorised OEM reseller or distributor;
not be or contain any Counterfeit Goods; and
contain only authentic, unaltered OEM labels and other markings.
The Supplier shall provide to the Buyer the OEM’s certificate of conformance for any Goods acquired from an authorised OEM reseller or distributor. Goods shall not be acquired from independent distributors or brokers unless specifically authorised in writing by the Buyer.
The Supplier shall maintain a suitable and proper method of item traceability that ensures tracking of the supply chain back to the manufacturer of all parts included in assemblies and subassemblies being delivered per the Contract. This traceability method shall clearly identify the name and location of all of the supply chain intermediaries from the manufacturer to the direct source of the product for Supplier, and shall include the manufacturer’s batch identification for the item(s) such as date codes, lot codes, serializations, or other batch identifications. When requested by the Buyer, the Supplier shall provide OEM documentation that authenticates traceability of the affected items to the applicable OEM.
In the event Goods delivered under the Contract constitute Counterfeit Goods, the Supplier shall, entirely at its own expense, promptly (acting with all due speed and attention and in good faith) replace such Goods with genuine Goods conforming to the requirements of the Contract. Notwithstanding another provision of the Contract, the Supplier shall be liable for all costs relating to the removal or replacement of Counterfeit Goods, including without limitation all the Company’s additional costs and expenses incurred in respect of such Counterfeit Goods, or Buyer’s costs of removing such Counterfeit Goods, reinserting genuine Goods, and any testing necessitated by the reinstallation of any Goods after Counterfeit Goods have been exchanged and all other expenses and costs incurred as a result of the Counterfeit Goods.
14. Force Majeure
Neither Party shall have any liability or responsibility for failure or delay to fulfil any obligation under these terms as long as and to the extent that the fulfilment of such obligation is prevented, hindered, frustrated, or delayed substantially due to any cause beyond the reasonable control of a party. This includes, but is not limited to, the following events:
Acts of God (such as earthquakes, hurricanes, tornadoes, or other natural disasters);
Storms, floods, or fires;
Strikes or industrial actions of the employees of either Party or their subcontractors;
Epidemics, pandemics, or public health emergencies (including government-mandated lockdowns or quarantines);
War, acts of terrorism, or threats of war;
Explosion, fire, or accident;
Sabotage, vandalism, or civil unrest;
Governmental, parliamentary, or local authority actions, including restrictions, regulations, bye-laws, prohibitions, or measures, such as import/export bans or embargoes;
Trade disputes, strikes, or other industrial actions, including lockouts;
Difficulties in obtaining raw materials, labour, fuel, parts, machinery, or other necessary resources; and
Power failures or telecommunication disruptions.
In the event of a Force Majeure event occurring, the affected party shall promptly notify the other party in writing, and in all good faith, must specify the nature of the Force Majeure event, the expected duration, and the impact on their ability to perform obligations under this agreement.
The parties agree to make all reasonable efforts and act in good faith to mitigate the effects of a Force Majeure event and resume performance of their obligations as soon as the event is over, or sufficiently mitigated (both parties acting reasonably at all material times).
If a Force Majeure event persists (or is estimated to last) for a period of two months (or another agreed specified duration by the Parties), either party may terminate this agreement with immediate effect by providing written notice to the other party. In such cases, neither party shall be liable for any damages or claims arising out of the termination, except for obligations that were already performed or for any breaches of this agreement prior to the Force Majeure event.
This provision shall apply to any contract performance or covenant that is directly impacted by the Force Majeure event but shall not excuse performance of any other obligations of this agreement not directly affected by such event or events.
15. Termination
Termination Right: Subject to clause 15(b), the Buyer has the right to terminate the contract, either in whole or in part, for convenience at any time. However, the Buyer must provide written notice to the Supplier 30 days in advance.
Payment for Work Done: If the contract is terminated in accordance with clause 15(a) the Buyer agrees to pay a fair and reasonable price for all work in progress, work completed and materials purchased by the Company up to and including the date of termination. Payment shall be immediately due and payable on receipt of a pro forma invoice rendered by the Company to the Buyer.
Payment Limits: The total payment made for the terminated contract work (including work done up to that point and any sums already paid or due) cannot exceed the total price of the contract. In the case of partial termination, the payment should not exceed the proportion of the contract that corresponds to the terminated work.
16. Severance and Divisibility
If any provision of this agreement or any part of a provision is found to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect, and for the avoidance of doubt shall not affect any outstanding obligations of the Buyer that have arisen under these terms including payment.
If any provision or part provision of the Contract is deemed deleted under clause 16(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
17. Limitation of Liability & Disclaimer
Limitation of Liability: The Company’s total liability to the Buyer, whether in contract, tort (including negligence) misrepresentation, restitution, or otherwise, shall not exceed the total amount paid by the Buyer to the Company under this agreement. Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of sales or business, loss of agreements or contracts, revenue, goodwill, or data, even if the Company has been advised of the possibility of such damages. This clause shall survive termination of these terms.
Disclaimer of Warranties: The Company provides its products and services “as is” and makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, except as expressly set forth in writing.
Buyer Responsibilities: The Buyer acknowledges and agrees that it is solely responsible for assessing the suitability, compliance, and fitness for purpose of the products and services provided by the Company and within the timescales stipulated in these terms. The Company shall not be liable for any losses, damages, or claims arising from the Buyer’s failure to properly use or integrate the products or services.
Mandatory Legal Protections: Nothing in this Agreement shall exclude or limit the Company’s liability for death or personal injury caused by its negligence, fraud, or any other liability which cannot be limited or excluded by applicable law.
18. Indemnification
The Buyer agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against (without limitation) any claims, damages, liabilities, losses, or expenses (including legal fees) arising out of or in connection with:
The Buyer’s use of the goods or services;
Any breach of this agreement by the Buyer; or
Any claims related to the goods or services that arise after delivery or use.
19. Confidentiality
The Buyer agrees to maintain the confidentiality of all proprietary and confidential information disclosed by the Company during the term of this agreement. This includes business operations, pricing, Buyer information, and other sensitive data. The Buyer shall not disclose such information to third parties without the express written consent of the Company.
20. Supremacy of Company’s Terms & Conditions
These terms and conditions shall prevail over any and all prior or contemporaneous agreements, understandings, or communications between the Company, the Buyer, or the Supplier, whether written or oral, unless explicitly agreed to in writing by all parties. Parties hereby unconditionally and irrevocably agree that any such conflicting terms or conditions in any order, purchase agreement, or other communication from the Buyer or Supplier are hereby rejected, and the terms outlined herein shall govern.
Except where expressly stated, these terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
21. Right to Suspend or Terminate
The Company reserves the right to suspend or terminate any order, delivery, or agreement if the Buyer fails to comply with any term of this agreement, including non-payment, breach of confidentiality, or other violations. Any such termination does not affect any outstanding obligations of the Buyer that arose before such termination, including payment.
22. Requirement for AQAP 2110
In accordance with AQAP 2110, the requirements of contracts may be subject to Government Quality Assurance (GQA). The Buyer agrees to allow the Government or its representatives to perform GQA activities as necessary to ensure compliance with contract requirements. The Buyer will be notified in advance of any GQA activities that will be performed.
The Buyer shall fully cooperate with the Government’s representatives during any GQA activities, and provide access to all necessary records, personnel, and facilities to facilitate such activities.
23. Provision of Certificates and Documentation
Upon the Buyer’s written request, the Company may provide Certificates of Conformance (C of C), material certificates, First Article Inspection Reports (FAIRs), and other relevant product documentation.
The provision of such documentation shall be subject to additional charges unless otherwise agreed in writing by the Company. Prices for such documentation may be requested by the Buyer in advance.
24. No partnership or agency
Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
25. Waiver
A waiver of any right or remedy under these terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A failure or delay by a party to exercise any right or remedy provided under these terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
26. Assignment
The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms and conditions.
The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms and conditions, without the prior written consent of the Company.
27. Notices
Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or principal place of business (in any other case); or
sent by email.
Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
28. Intellectual Property Rights
All Intellectual Property Rights (meaning all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world) in or arising out of or in connection with the Goods and this agreement (other than Intellectual Property Rights in any materials provided by the Supplier, or any other third party) shall be owned by the Company.
29. Modern Slavery
Anti-Slavery Policy shall mean the Company’s anti-slavery & human trafficking statement as published on the Company’s website and updated from time to time.
Parties mutually agree and covenant with one another that in performing any obligations under this agreement and at all material times during their business relationship they shall:
comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force (Anti-Slavery Laws) including but not limited to the Modern Slavery Act 2015; and