Terms and Conditions
1. Definitions
1.1 "Contract" means the contract for the sale and purchase of Goods in accordance with these Terms. “Customer” means the person, firm or company whose order for Goods is accepted by LDL in accordance with these Terms. "Goods" means the goods (including any instalment of the goods) which LDL is to supply in accordance with these Terms. “LDL” means LDL Components Limited, (company number 07078986) whose registered office is Unit 12 Graphite Way, Rossington Park, Hadfield, Glossop, SK13 1QH. "Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Customer and LDL. “Website” means the website operated by LDL with web address www.ldlonline.co.uk.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these Terms are for convenience only and shall not affect their interpretation.
2. Basis of the sale
2.1 LDL shall sell and the Customer shall purchase the Goods in accordance with these Terms. These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 No variation to these Terms shall be binding unless agreed in writing between an authorised representative of LDL and the Customer.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by LDL (including information on the Website) shall be subject to correction without any liability on the part of LDL.
3. Orders and acceptance
3.1 The Customer may place an order by telephone or email, or, where LDL has agreed to provide the Customer with access to an online account, via such online account. Each order is an offer by the Customer to buy the Goods specified in the order subject to these Terms.
3.2 No order submitted by the Customer shall be deemed to be accepted by LDL unless and until acceptance is confirmed in writing by LDL's authorised representative by issuing an order confirmation, at which point the Contract shall come into existence. Each order accepted by LDL shall constitute a separate contract, formed in accordance with these Terms.
3.3 When ordering via an online account the order process allows the Customer to check and amend any errors before submitting the order to LDL. Please check the order carefully before confirming it. The Customer shall be responsible for ensuring that any order and any specification (where applicable) submitted by the Customer is complete and accurate.
3.4 Where the Customer’s order refers to Goods which are unavailable, or refers to prices of Goods or delivery charges which are not then current, LDL shall contact the Customer and agree an amended order, after which LDL’s authorised representative will confirm acceptance of such order in writing by issuing an order confirmation. In accordance with condition 3.2, the Contract shall not come into existence until acceptance of an order is confirmed by an authorised representative of LDL in writing by issuing an order confirmation.
3.5 The Customer shall be responsible to LDL for ensuring the accuracy of the terms of any order confirmation, and shall carefully check any order confirmation provided by LDL on receipt thereof and promptly inform LDL of any discrepancies therein. Failure to inform LDL promptly (and in any event prior to despatch of the Goods or any instalment thereof) of any discrepancies within an order confirmation shall be deemed to be acceptance by the Customer of the accuracy of such order confirmation.
3.6 The quantity, quality and description of the Goods shall be as set out in LDL's order confirmation.
3.7 LDL reserves the right to make any changes in the specification of the Goods, which do not materially affect their quality or performance, or which are required to ensure they comply with applicable statutory or regulatory requirements.
3.8 No order which has been accepted by LDL may be cancelled or amended by the Customer except with the agreement in writing of LDL and on terms that the Customer shall indemnify LDL in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by LDL as a result of such cancellation or amendment.
4. Price of the goods
4.1 The price of the Goods shall be the price shown on LDL’s order confirmation.
4.2 Prices for Goods may change from time to time. Notwithstanding condition 4.1, LDL reserves the right, by giving written notice to the Customer at any time before delivery of the Goods, to increase the price of the Goods or the delivery charges to reflect any increase in the cost to LDL which is due to any increase in the cost of raw materials, delivery charges or supplier charges, a change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any of the Customer’s instructions or failure by the Customer to give LDL adequate information or instructions.
4.3 The Customer shall be liable to pay the delivery charges (which may include the cost of insurance where applicable) in respect of each shipment of the Goods. Such delivery charges shall be as set out on the order confirmation. Any delivery information set out on the Website (including details of delivery charges) is indicative only and shall not be binding on LDL.
4.4 If the Customer orders Goods for delivery to a destination outside of the UK, such order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that LDL has no control over these charges and cannot predict their amount.
4.5 The Customer is responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing an order.
4.6 The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. LDL will not be liable or responsible if the Customer breaks any such laws or regulations.
4.7 The price of the Goods is exclusive of any applicable value added tax, which, where applicable, the Customer shall be additionally liable to pay to LDL.
5. Terms of payment
5.1 Subject to any special terms agreed in writing between the Customer and LDL, LDL will raise an invoice at the point of despatch of the Goods. Notwithstanding the foregoing, at LDL’s sole discretion, LDL may invoice the Customer for the price of the Goods and/or delivery charges on or at any time after despatch of the Goods.
5.2 Payment for the Goods and all applicable delivery charges shall be made on or before the last day of the calendar month following the month in which the corresponding invoice was issued.
5.3 Notwithstanding condition 5.1 and condition 5.2, LDL may require a deposit or payment in full from Customers prior to despatch of Goods. In such cases, LDL will issue an invoice to the Customer which will be payable immediately on receipt.
5.4 All payments shall be made by the Customer without any deduction or set off by electronic transfer into a bank account nominated by LDL from time to time. The time of payment of the price shall be of the essence of the Contract. Payment by cheque will not be accepted.
5.5 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to LDL, LDL may:
5.5.1 terminate the Contract or suspend any further deliveries to the Customer;
5.5.2 appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other contract between the Customer and LDL) as LDL may think fit (notwithstanding any purported appropriation by the Customer);
5.5.3 withhold and/or offset amounts due from LDL to the Customer against amounts due from the Customer to LDL under any other contract between LDL and the Customer (notwithstanding any terms of the Customer to the contrary); and
5.5.4 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 3 per cent per annum above NatWest Bank’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The parties agree that this constitutes a substantial remedy in terms of the Late Payment of Commercial Debts (Interest) Act 1998.
5.6 Where LDL terminates the Contract in accordance with condition 5.5.1, the Customer shall immediately pay to LDL all of LDL’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, LDL shall submit an invoice, which shall be payable by the Customer immediately on receipt.
5.7 The Customer shall reimburse LDL on demand for all costs and expenses including legal and other professional costs incurred by LDL in connection with enforcing its rights under this condition 5.
5.8 Where LDL has agreed to provide the Customer with a limited credit facility, LDL may refuse to accept any further orders from the Customer where the Customer has exceeded the agreed credit facility at the time of such order, or where such orders may increase the sums due from the Customer beyond the agreed credit facility.
5.9 LDL may withdraw or reduce credit facilities at any time and without notice.
5.10 Where the Customer wishes to use Goods for display purposes in its showroom(s), LDL may, at LDL’s sole discretion, issue a credit note to the Customer in respect of such Goods, provided always that the following conditions are met:
5.10.1 LDL has received payment in full for the Goods and delivery charges (if applicable) and for all other Goods agreed to be sold by LDL to the Customer for which payment is then due;
5.10.2 The Customer provides photographic evidence of the Goods in situ to the satisfaction of LDL within 3 months of delivery of such Goods;
5.10.3 The Goods for which a credit note is requested/issued are used for display purposes only; and
5.10.4 LDL has the right to inspect the Customer’s premises during normal business hours to assess the Customer’s compliance with the provisions of this clause 5.10.
6. Delivery
6.1 Delivery of the Goods shall be complete once the Goods have been unloaded at the address for delivery set out in the Customer’s order, or where no such address is given, to the address set out in LDL’s order confirmation.
6.2 Any dates quoted for delivery of the Goods are approximate only and LDL shall not be liable for a delay however caused. Time for delivery shall not be of the essence of the Contract. The Customer may specify a preferred delivery date when placing an order, however this preferred delivery date shall not be binding on LDL. The Goods may be delivered in advance of the quoted or requested delivery date on giving reasonable notice to the Customer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by LDL to deliver any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.4 If, following the issue of an order confirmation, LDL fails to deliver the Goods (or any instalment) within a reasonable time for any reason other than any cause beyond LDL's reasonable control or the Customer's fault, and LDL is accordingly liable to the Customer, LDL's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those Goods not delivered, up to a maximum of 115% of the value of the order (or part thereof) not delivered.
6.5 If the Customer fails to take delivery of the Goods or fails to give LDL adequate delivery instructions for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of LDL's fault) then, without limiting any other right or remedy available to LDL, LDL may:
6.5.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the Contract.
6.6 Damage on delivery ascertainable on reasonable inspection, and errors in the quantity or specifications of the Goods delivered against the applicable order confirmation, must be reported to LDL and the carrier within 48 hours of delivery. Failure to report damage/errors within this period (specifying invoice or delivery note number and date of delivery) may lead to the Customer being charged the full amount of the corresponding invoice or the full price of the Goods (whichever is the higher), and the provisions of condition 6.7 will not apply. LDL may require photographic evidence of damaged goods, and the Customer shall provide all reasonable assistance in this regard.
6.7 Subject to condition 6.6, LDL will, at its option, where Goods are accepted by LDL as damaged, repair or replace the damaged Goods or refund the price of the damaged Goods in full, save to the extent that LDL holds that such damage is caused by the carrier.
6.8 If requested by LDL, the Customer shall return the damaged or excess Goods or those Goods that do not match the specification to LDL at the Customer’s cost. Customer shall return such Goods in a saleable condition, in their original boxes with seals and shrink-wrap intact, and LDL shall be entitled to charge the Customer the full price of such Goods if they are not returned in accordance with the provisions of this condition 6.8.
6.9 The Customer must notify LDL if the Goods have not arrived at the delivery address within 48 hours of notification from LDL that the Goods have been despatched.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of despatch of the Goods by LDL from LDL’s premises.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Customer until LDL has received in cash or cleared funds payment in full of the price of the Goods and the delivery charges (if applicable) and of all other Goods agreed to be sold by LDL to the Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as LDL's fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored protected and insured and identified as LDL's property.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), LDL may at any time require the Customer to deliver up the Goods to LDL and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods. LDL shall not be liable to the Customer for any damage as a result of the removal or retrieval of the Goods.
7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of LDL, but if the Customer does so all monies owing by the Customer to LDL shall (without limiting any other right or remedy of LDL) forthwith become due and payable.
8. Warranties and liability
8.1 LDL provides a warranty that on delivery and for a period of 6 months from delivery, the Goods shall:
8.1.1 subject to condition 9.1, conform in all material respects with their description in the order confirmation; and
8.1.2 be free from material defects in design, material and workmanship.
8.2 Subject to condition 8.3, if:
8.2.1 the Customer gives LDL notice in writing within a reasonable time of discovery (specifying invoice or delivery note number and date of delivery) that some or all of the Goods do not comply with the warranty set out in condition 8.1;
8.2.2 LDL is given a reasonable opportunity of examining the Goods; and
8.2.3 if requested by LDL, the Customer returns the Goods to LDL at the Customer’s cost, LDL will, at its option, where Goods are accepted as defective, repair or replace the defective Goods, or refund the price of the defective Goods in full. The Customer acknowledges that LDL may seek the opinion of the manufacturer of the Goods (where applicable) before accepting that they are defective.
8.3 LDL shall not be liable for breach of the warranty set out in condition 8.1 if:
8.3.1 the Customer makes any further use of the Goods after giving notice to LDL under condition 8.2, including selling the Goods to a third party;
8.3.2 the defect arises as a result of LDL following any drawing, design, specification or other request supplied by the Customer;
8.3.3 the Customer alters or repairs the Goods without LDL’s written consent;
8.3.4 the defect arises because the Customer failed to follow LDL's oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice;
8.3.5 the Customer or any customer of the Customer fails to comply with instructions for fitting or installation provided by LDL;
8.3.6 the Goods are used in excess of performance or load-bearing specifications stated in LDL’s catalogue or as otherwise communicated to the Customer;
8.3.7 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
8.3.8 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.4 Except as provided in this condition 8, LDL shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in condition 8.1.
8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. Except as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.6 These Terms also apply to any repaired or replacement Goods supplied by LDL to the Customer.
8.7 Any Goods replaced will belong to LDL.
8.8 LDL shall be under no liability under the warranty in condition 8.1 (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
8.9 Notwithstanding the foregoing provisions of condition 8, but subject to condition 8.10, condition 8.11 and condition 8.12, LDL shall replace any Goods (for which the price was paid by the due date for payment and where such Goods are still stocked by LDL at the point of failure) which fail during their lifetime. Where such Goods are fitted in or to furniture, “lifetime” shall mean the lifetime of the furniture in or to which they are fitted. Where such Goods are electrical products, “lifetime” shall mean 5 years from delivery. LDL will provide a suitable replacement product (as determined by LDL in its sole discretion). LDL shall have no further liability in relation to such failed Goods.
8.10 To benefit from the provisions set out in condition 8.9, the Customer must:
8.10.1 give LDL notice in writing within a reasonable time of discovery (specifying invoice or delivery note number and date of delivery) that some or all of the Goods have failed;
8.10.2 give LDL a reasonable opportunity of examining the Goods; and
8.10.3 if requested by LDL, return the Goods to LDL at the Customer’s cost.
8.11 The provisions of condition 8.9 shall not apply in cases where:
8.11.1 the failure arises as a result of LDL following any drawing, design, specification or other request supplied by the Customer;
8.11.2 the Customer alters or repairs the Goods without LDL’s written consent;
8.11.3 the failure arises because the Customer failed to follow LDL's oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice;
8.11.4 the Customer or any customer of the Customer fails to comply with instructions for fitting or installation provided by LDL;
8.11.5 the Goods are used in excess of performance or load-bearing specifications stated in LDL’s catalogue or as otherwise communicated to the Customer; or
8.11.6 the failure arises as a result of wilful damage, negligence, or abnormal storage or working conditions.
8.12 Some Goods are supplied with the benefit of a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods. The provisions of condition 8.9 shall not apply to Goods which benefit from a manufacturer’s guarantee at the time of failure.
9. Quality/Description
9.1 All drawings, descriptive matter, specifications and advertising issued by LDL and any descriptions or illustrations contained in LDL's catalogues/brochures or on LDL’s Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract and the Customer accepts that colours reproduced in any electronic image or brochure may differ from the actual Goods.
9.2 Where the Customer requests that LDL supply Goods in accordance with a specification provided by the Customer, LDL shall use reasonable endeavours to supply the Goods materially in accordance with such specification but reserves the right to make any changes to such specification that are necessary to ensure that the Goods conform to any applicable safety, statutory or regulatory requirement, or as LDL deems necessary in its sole opinion.
9.3 The Customer shall indemnify LDL and keep LDL indemnified in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by LDL as a result of or in connection with: (i) any defect in Goods caused in whole or in part by LDL supplying such Goods in accordance with the Customer’s instructions or specification; and (ii) any infringement or alleged infringement of any intellectual property rights or any breach of applicable law or regulation caused in whole or in part by the Customer’s instructions or specification or the use, manufacture or supply of such Goods in accordance with the Customer’s instructions or specification. This condition shall survive the termination of the Contract.
10. Limitation of Liability
10.1 Subject to condition 6.4 and condition 8, the following provisions set out the entire financial liability of LDL (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of any breach of these Terms and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Nothing in these Terms excludes or limits the liability of LDL for death or personal injury caused by LDL's negligence, or liability for defective products under the Consumer Protection Act 1987, or for fraudulent misrepresentation.
10.3 Subject to conditions 10.1 and 10.2:
10.3.1 LDL's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Goods, except as expressly provided in these Terms; and
10.3.2 LDL shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.4 LDL shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of LDL's obligations in relation to the Goods, if the delay or failure was due to any cause beyond LDL's reasonable control.
11. Insolvency of the Customer
11.1 This condition 11 applies if:
11.1.1 the Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.1.2 an encumbrancer takes possession of, or a receiver is appointed to, any of the property or assets of the Customer; or
11.1.3 the Customer ceases, or threatens to cease, to carry on business; or
11.1.4 the Customer's financial position deteriorates to such an extent that in LDL’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.1.5 LDL reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
11.2 If this condition applies then, without limiting any other right or remedy available to LDL, LDL may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12. Online Account
12.1 Where LDL provides the Customer with access to an online account, the Customer shall monitor its employees’ use of such online account and ensure that all passwords and other login details are kept safe and secure and shared only with employees authorised to make purchases on the Customer’s behalf.
12.2 The Customer shall inform LDL immediately if an employee with access to the online account leaves the Customer’s employment, and shall immediately change all passwords to which the employee had access.
12.3 The Customer shall be liable for all orders made through the Customer’s online account.
12.4 LDL may withdraw access to the Customer’s online account at any time and without notice.
12.5 LDL may terminate the Contract with immediate effect by giving the Customer written notice if LDL reasonably believes that the Customer has breached any of the provisions of this condition 12, at which point all monies owing by the Customer to LDL shall (without limiting any other right or remedy of LDL) forthwith become due and payable.
13. General
13.1 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its principal place of business or such other address (including email address) as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 Any notice shall be deemed to have been received:
13.2.1 if delivered by hand, at the time the notice is left at the proper address;
13.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am o
13.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this condition 13.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
13.3 Condition 13.2 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.
13.4 No waiver by LDL of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.5 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
13.6 Any dispute arising under or in connection with the Contract shall be governed by the laws of England, and the Customer agrees to submit to the exclusive jurisdiction of the English courts.
13.7 LDL shall be entitled to assign its rights and obligations under these Terms and/or the Contract.