Terms and Conditions
LEAFIELD Environmental Limited - Terms & Conditions of Sale
1. In these Conditions the Company means LEAFIELD Environmental Limited .
2. All orders and contracts placed with the Company will be accepted and executed solely in
the conditions set out below, whether or not the buyer's conditions of Purchase Order
or Acceptance purport to disclaim or negate any of the following conditions.
3. Quotations and prices are subject to withdrawal or alteration without notice.
4. Contracts shall be governed by and construed in accordance with English Law.
The courts of England shall have exclusive jurisdiction over any disputes arising out
of these Terms and Conditions or any disputes regarding the sale or supply of
goods or services by the Company .
1. All prices are net unless otherwise stated. All quotations are made and orders accepted
on the basis that should costs rise for any reason over those prevailing at the date of contract,
the Company reserves the right to vary prices during the currency of any contract based thereon.
2. All quotations and prices are exclusive of Value Added Tax (VAT).
3. Unless otherwise stated, all quotations and prices are on an ex-works basis and exclude
the cost of transport and installation.
1. The price quoted is for stipulated quantities only. Delivery up to 5% above or below the
quantities ordered shall be permissible unless otherwise stated. All quotations for goods to be
delivered from stock are subject to these goods being unsold on receipt of order.
2. Cancellation of any order placed by the Buyer for whatever cause can be made only with the
Company's consent and on payment of all costs incurred.
4. PAYMENT TERMS
1. Payment shall be made no later than 30 days after date of invoice without any discount
or other deduction and without any deferment or set-off on account of disputes or cross claims
unless otherwise agreed in writing.
2. Unless otherwise provided all sums shall be paid in pounds sterling at our principal
places of business in the United Kingdom. Should payments be in a different currency
as provided under the contract then in the
event of any devaluation of such currency after the date of the contract any prices or charges
shall be increased in proportion with the alteration in the parity rate between such
currency and sterling.
3. In the event of our not receiving payment for whatever reason on the due date of any sum
then without prejudice to any other right that we may have, we shall be entitled to claim interest
on such sum accruing from the due date at the rate of 2% per annum above the base rate
of HSBC Bank plc current at that time.
4. If payment is not made by the due date or the buyer is in default of payment under any
other condition with the Company, the Company reserves the right to suspend any further
deliveries under the contract until due payment is made.
1. Except as provided in Clause 5 (2) no guarantee is given that goods supplied will conform
in detail with any descriptions and illustrations in our catalogues or brochures or with
any others on which any quotation may be based or with any samples submitted and none
of these shall form part of any contract. We reserve the right to substitute suitable
materials for any specified or used in samples.
2. Drawings and specification specially prepared by the Company for the purposes of a
contract shall form part thereof unless the Company stipulates otherwise. The Buyer
shall accept variations in size and specification consistent with normal manufacturing tolerances.
6. OWNERSHIP OF GOODS
1. The risk in the goods shall immediately pass to the Buyer upon delivery of the goods into the
custody , care or control of the Buyer or its warehousemen, bailees or agents or to the carriers
and the Buyer thereafter shall be responsible for all claims, actions and losses arising out
of or in any way associated with the goods.
2. Unless and until the Company shall have been paid in full for the goods comprised in
the order placed by the Buyer, and all other outstanding monies due to the Company
have been paid.
a. Property in the goods shall remain in the Company.
b. The Buyer will maintain and store the goods for the Company in a proper and easily
identifiable manner insured in their full replacement value without charge to the Seller.
1. Unless otherwise stated tools and jigs designed by the Company and manufactured
on behalf of the Buyer for mouldings to be supplied under contract are the property of the
Company notwithstanding the fact that the buyer may have been charged with some or
all of the cost thereof.
2. Orders for tools and jigs to be manufactured on behalf of the buyer are accepted
on the basis that such orders can be cancelled, suspended, or modified only with
our written consent and the Buyer will be liable for all expenditure incurred due to such
cancellation, suspension, or modification on terms which indemnify the Company against
all loss incurred thereby.
3. The Company may destroy all tools and jigs which have not been used for a period
of three years upon giving the Buyer three months' notice in writing.
4. The Company undertakes to keep the tools and jigs under good repair but no
guarantee can be given as to the output which the tool or jig will produce. A charge
will be made for major overhauls or refurbishment of tools or renewals if and when
this becomes necessary.
5. The Company will not be liable to insure any tools and jigs against loss, damage,
destruction, theft or other risk other than repair after a fire.
Copyright and other intellectual property rights in all drawings, tools, models, artwork,
proofs, sketches and other designs produced on behalf of the Customer shall remain
the property of the Company unless there is specific written agreement with the Company
making special arrangements for the ownership of the intellectual property by a third party.
1. The Company will not be responsible for non-delivery or for delay in delivery or for any
loss or damage caused directly or indirectly by reason of fire or breakdown at the
Company's works, Act of God, war, strikes, lockouts, shortage of raw materials,
non-availability of Tools or by any other circumstances outside the Company's control.
In such cases the Company may suspend orders or withdraw quotations.
2. Dates of delivery are not guaranteed and under no circumstances shall the
Company be liable for any consequential loss or damage arising from any delay
in delivery or by any failure to deliver. Late delivery shall not be grounds for
cancellation of an order.
3. In the case of delivery by installments, each delivery shall be considered a separate
transaction. A failure of one delivery shall not affect the due performance of the contract
as regards other deliveries.
4. Where the Company concludes the contract of carriage and / or insures the goods
in transit the seller shall be deemed to be acting solely as agent for the Buyer and
Sections 32 (2) and 32 (3) of the Sale of Goods Act 1979 shall not apply.
5. Should despatch or collection of goods ready for delivery be delayed for any reason for
which the Buyer is responsible the Company reserve the right to render an invoice and call
for payment for the goods and to arrange for storage of the goods at the Buyer's expense.
10. RETURN OF GOODS
No credit will be given for goods returned without the Company's prior written consent.
11. LOSS OR DAMAGE IN TRANSIT
1. No claim for loss or damage in transit will be entertained unless notice in writing
(other than on the Company's or its carriers documents) has been given by the consignee
both to the Company and to the Carrier's receiving station or depot within the specified
time limits as follows
a. Partial loss, damage or non-delivery of any separate part of a consignment
- to be notified within two days of date of delivery of the consignment or part consignment.
b. Non-delivery of whole consignment - to be notified within
10 days of date of despatch of invoice.
c. If the Buyer has acknowledged receipt of goods by a signature given to the carrier or
person delivering without any qualification then no claim will be entertained.
12. CLAIM FOR DEFECTS
The Buyer is advised to inspect goods immediately upon arrival. Any claim for a
failure of goods to be in accordance with the contract which ought to be revealed
by a reasonably diligent examination must be notified to us in writing within
7 days of receipt of such goods. If no notice is received within 7 days the goods
will be deemed to be in all respects in accordance with the contract and the
Buyer will be bound to accept and pay for them.
1. Damage, expense or injury of any kind whatsoever, consequential or otherwise,
arising out of or due to or caused by any defects or deficiencies of any sort in
the goods supplied by the Company, and whether such defects are caused by
the negligence of the Company or its servants or agents or otherwise.
2. The Company agrees to make good by replacement or repair, defects which
arise solely from faulty materials or workmanship within a period of 90 days of delivery,
provided that the Company is notified in writing of the defect and is given the
opportunity to view and collect such goods and, if required, the goods are
promptly returned free to the Company's premises.
3. The Company does not exclude its liability for death or personal injury and
accepts liability for any breach on the part of the Company of any undertaking
as to title, quiet possession and freedom from encumbrance which may
be implied by Section 12 of the Sale of Goods Act 1979.
4. This clause shall not deprive a Purchaser dealing as a consumer pursuant
to Section 12 of the Unfair Contract Terms Act 1977 of his statutory rights.
14. LIMITATION OF LIABILITY
Without prejudice to sub-clause (3) and (4) of Clause 13 above the amount of
damages recoverable by the Purchaser from the Company for breach of contract
or negligence shall be limited to the invoice price of the goods.
1. The Buyer shall indemnify the Company against all actions, claims or
demands in respect of any loss, injury or damage sustained by a third
party (howsoever caused) arising directly or indirectly in connection with the
use functioning condition or state of goods after the receipt by the Buyer or after
the property therein has passed from the Company whichever is earlier.
2. In the case of contract mouldings, the Buyer shall indemnify the Company against
all royalties or other payments in respect of any patents, registered designs or
other rights which may be claimed as a result of goods being made according
to designs or specifications supplied by the Buyers and shall indemnify the
Company against all claims, expenses and costs in connection with any
infringement or alleged infringement of any patent registered design or other right.
16. CONTRACTING PARTY
The Company reserves the right to place contracts with any of its subsidiary or
associated manufacturing companies / divisions in which case such
manufacturing company / division shall be deemed to be substituted for the
Company as contracting party on the above Terms and Conditions of Sale.
Please note that life time fixed price contracts are not to be accepted without
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