Terms & Conditions of Business
These Client Terms and Conditions of Business (“Terms”) set out the terms and conditions on which LR Group (International) Limited, a company registered in England and Wales with company number 05848110 and having its place of business at The Officers’ Mess, Coldstream Road, Caterham, Surrey, CR3 5QX (“LRG International)”) shall supply you (“Client” or “you”) with such services (“Services”) and merchandise (“Merchandise”) as set out in the quote requested by you (“Quote”) and/or subsequent order acknowledgment (“Order Acknowledgment”) and/or pro forma invoice (“Pro Forma Invoice”). They supersede all other agreed terms and you hereby agree to be bound by the Terms herein.
IT IS HEREBY AGREED between the parties hereto as follows:
1. SERVICES AND MERCHANDISE
In consideration for the payment of any fixed prices agreed for the Services and the Merchandise and/or such time and material charges accrued through the performance of the Services and the provision of the Merchandise (“Charges”) and subject to the Terms herein, LRG International shall provide the Client the Services and the Merchandise as set out in the Order Acknowledgment and/or Pro Forma Invoice sent by LRG International to the Client.
For the avoidance of doubt, LRG International shall not be obliged to provide the Services and the Merchandise unless it receives confirmation (“Confirmation”) or advance payment (“Advance Payment”) against the Pro Forma Invoice from the Client. Such Confirmation may be given by the Client in writing (including by email) or orally, and may be provided at any time after LRG International has provided the Client with a Quote for the Services and/or the Merchandise.
Commencement by LRG International of the Services and/or the provision of the Merchandise to the Client on receipt of the Confirmation or Advance Payment shall be deemed to be acceptance by the Client of the terms contained in such Order Acknowledgment and/or Pro Forma Invoice and of these Terms herein, and accordingly, your contract with LRG International shall be formed at this time.
LRG International shall use all reasonable skill and care in the performance of the Services and the provision of the Merchandise in accordance with the Terms herein. LRG International can provide a Declaration of Conformity for all Merchandise supplied, however, if specific third-party compliance testing for Merchandise is required by the Client, this can be arranged but will incur additional Charges to be borne by the Client.
The Client acknowledges and agrees that LRG International may rely on third-party suppliers to provide the Services and/or Merchandise. Consequently, any completion dates communicated orally, via email or set out in the Order Acknowledgment and/or Pro Forma Invoice are estimates only. Both parties agree that any such estimate is given in good faith by LRG International and does not constitute a contractually binding completion date.
For the avoidance of doubt, LRG International shall not be liable in any way for any failures to meet such an estimated completion date. The Merchandise may be delivered by LRG International in advance of the quoted delivery date upon giving reasonable notice to the Client.
2. CHARGES AND PAYMENTS
The Services and the Merchandise shall be provided on either a fixed price or on a time and materials basis or a combination of both, in accordance with the Order Acknowledgment and/or Pro Forma Invoice. Unless otherwise expressly set out to the contrary in the Order Acknowledgment and/or Pro Forma Invoice, the cost of postage and packaging and any other reasonable expenses reasonably incurred by LRG International in the performance of its obligations herein shall be borne by the Client. For the avoidance of doubt, any International delivery costs quoted do not include local taxes or duties which are payable at destination and shall be borne by the Client.
LRG International shall invoice the Client for the amount due in accordance with the Order Acknowledgment and/or Pro Forma Invoice. LRG International shall also invoice the Client for any additional costs agreed between the parties after provision of the Order Acknowledgment and/or Pro Forma Invoice to the Client. The Client shall pay LRG International all amounts due within thirty (30) days from the date of the invoice (subject to positive credit checks), in full and without discount, deduction, set-off or counterclaim of any kind. Notwithstanding the foregoing, LRG International shall be entitled to request Advance Payment from the Client for sums which are calculated based on pro-forma invoices (Pro Forma Invoice) sent to the Client prior to the commencement of the Services or delivery of the Merchandise.
All Services and Merchandise provided by LRG International shall be subject to LRG International ‘unders and overs’ (“Unders and Overs”) of plus or minus 15% in respect of all orders. Where delivery of the Merchandise contains less than the number of units set out in the Order Acknowledgment and/or Pro Forma Invoice (and/or any subsequent agreement between the Client and LRG International) within the Unders and Overs set out herein, LRG International shall only invoice you for the number of units actually delivered.
Where delivery of your Order contains more than the number of units set out in the Order Acknowledgment (and/or any subsequent agreement between the Client and LRG International) within the Unders and Overs set out herein, LRG International shall invoice you for the number of units delivered.
All Charges hereunder are exclusive of any applicable value-added taxes and any other applicable taxes of any nature whatsoever, which will be added onto the invoice and shall be payable by the Client in accordance with the law applicable from time to time.
Should the Client fail to make any payments due under these Terms by the due date for payment to LRG International, then LRG International shall be entitled to, without prejudice to any other right or remedy, charge the Client interest on the amount outstanding on a daily basis at the rate of five (5) percent per annum above the base rate of Bank of England from time to time in force, such interest to be calculated from the due date for payment thereof to the date of actual payment.
3. CLIENT’S OBLIGATIONS
The Client shall perform its obligations in accordance with these Terms and shall provide at no charge to LRG International all such documents, materials, data and any other information (“Client Material”), assistance and services necessary to enable LRG International to perform its obligations under these Terms including without limitation to the generality of the foregoing:
(a) appointing an authorised person (“Authorised Person”) who shall make binding decisions on behalf of the Client with regard to the Terms herein, including any changes to the Services and/or Merchandise and notifying LRG International of the identity and contact details of such Authorised Person and any changes to such details;
(b) procuring such instructions and information as may reasonably be requested by LRG International as soon as reasonably practicable after the time such request is made;
(c) procuring that all copyrighted material provided to LRG International by the Client or any third party at the Client’s direction for LRG International’s use in the Services and/or the Merchandise is provided in accordance with valid license or sub-license terms, as appropriate, for such use;
(d) ensuring that all consumables necessary for the provision of the Services and/or the Merchandise are in good condition and fit for their purpose;
(e) executing promptly any and all licenses and consents which may be required by LRG International, pursuant to these Terms, including for the avoidance of doubt, consent to use such information, data and any other material (or part thereof) made available to LRG International in respect of the performance of the Services and the provision of the Merchandise so as to enable LRG International to properly fulfill its obligations hereunder;
(f) providing promptly upon request from LRG International such funds as are required to pay third party disbursements in advance;
(g) procuring the availability of the Authorised Person for the purpose of reviewing the Services and/or the Merchandise and, where appropriate, to procure such Authorised Person’s sign-off of the Services and/or the Merchandise. For the avoidance of doubt, if a sign-off is requested and no response is received by LRG International within seven (7) days, then LRG International shall not proceed with any actions that would follow sign-off. The Client further understands that in the event of a delay of a sign-off, all further actions shall be delayed including without limitation, the delivery dates for the Merchandise;
(h) if the Services, the Merchandise or any part thereof is rejected by the Client, LRG International shall be entitled to charge the Client a reasonable sum for the work completed up until the time of such rejection; and
(i) if the Client cancels the Services or rejects the Merchandise at any time, LRG International shall be entitled to charge a reasonable sum for the Services and/or the Merchandise provided prior to such cancellation of the Services and/or the rejection of the Merchandise. For the avoidance of doubt, the parties agree that such sum shall reflect the proportion of the time spent in the performance of the Services and the provision of the Merchandise. Notwithstanding the foregoing, any materials acquired in order to perform the Services and provide the Merchandise shall be paid for in full by the Client. All such sums together with any sums payable by LRG International to third parties in relation to the Services and the Merchandise shall immediately fall due for payment.
For the avoidance of doubt, LRG International shall not in any way be liable for any loss, damage or delay in providing the Services caused by or arising from the Client’s failure to comply with its obligations under these Terms and, in the event of such failure, the time for performance of LRG International’s obligations under these Terms shall be extended by an equivalent period of time.
4. INTELLECTUAL PROPERTY RIGHTS
Provided that LRG International is unaware of any infringement of any third party intellectual property right at the time of its performance of the Services and that the Services are performed in good faith, LRG International shall not be liable in any way to the Client for any breach of such rights subsequently notified to either party.
Nothing in these Terms shall serve to transfer from LRG International to the Client, all patents, trademarks, design rights, copyright, and all other intellectual property rights whether registered or unregistered throughout the world (“Intellectual Property Rights”) and all right, title and interest in the LRG International Intellectual Property Rights shall remain exclusively with LRG International and/or those of its licensors.
Except for the rights expressly granted in these Terms, nothing in these Terms shall serve to transfer from the Client to LRG International any of the Intellectual Property Rights in the Client Materials and all right, title, and interest in and to the Client Material shall remain exclusively with the Client.
The Client hereby grants LRG International a non-assignable, non-transferable license to use the Client Materials to perform the Services and provide the Merchandise.
5. RISK AND PROPERTY
Ownership of the Merchandise shall not pass to the Client until LRG International has received full payment of the Charges in accordance with these Terms.
Until title passes the Client shall hold the Goods as bailee for LRG International and shall keep them separate and apart and store or mark them so that they can at all times be identified as the property of the Company.
Risk in the Merchandise shall pass to the Client upon delivery.
LRG International may at its discretion deliver the Merchandise by installments in any sequence.
Where the Merchandise is delivered by installment, each installment shall be deemed to be the subject of a separate contract and no default or failure by LRG International in respect of one or more installment shall violate the contract in respect of either the Merchandise previously delivered or undelivered Merchandise.
If the Client fails to accept delivery of the Merchandise for any reason; or if LRG International is unable to deliver the merchandise on the estimated delivery date due to actions attributed to the Client:
(a) risk in the Merchandise shall pass to the Client (including for loss or damage caused by LRG International’s negligence); and
(b) the Merchandise shall be deemed to have been delivered, and
LRG International may retain and store the Merchandise with a third party until delivery, whereupon the Client shall be liable for all related costs and expenses, including without limitation, costs for such additional storage and insurance.
For the avoidance of doubt, such circumstances include but are not limited situations where LRG International has attempted to deliver the Merchandise, the Merchandise has been signed for and then the Merchandise has failed to reach the Client; or a courier is not permitted to enter into a location to deliver the Merchandise to the Client. The Client acknowledges and agrees that it is the Client’s responsibility to ensure that delivery can be made to the Client.
6. CLAIMS NOTIFICATION
Any claim that any Merchandise has been delivered damaged or are not of the correct quantity or do not comply with their description or in respect of any other defect shall be notified by the Client to LRG International within 48 hours of their delivery.
Any claim under this condition must be in writing and must contain full details of the claim, accompanying photo evidence and relevant product compliance test report(s) from one of the following accredited bodies; Intertek, SGS or Bureau Veritas.
LRG International shall be afforded reasonable opportunity and facilities to investigate any claim made under this condition and the Client shall if so requested in writing by LRG International promptly return any Merchandise the subject of any claim and any packing securely packed and carriage paid to LRG International for examination and further third party compliance testing where necessary. Any further third-party compliance testing costs are to be borne by the Client and payable to LRG International.
LRG International shall have no liability with regard to any claim in respect of which the Client has not complied with the provisions of this condition.
For the avoidance of doubt, LRG International shall not be held liable in any way if the Merchandise is supplied as per artwork approved by the Client, allowing reasonable tolerance for variances between computer-generated designs and physical product. In addition, reasonable tolerance should be applied to variances in colour due to different print processes and the Merchandise material.
7. TERM AND TERMINATION
These Terms shall commence on the date of LRG International’s receipt of the Confirmation and, unless otherwise set out to the contrary, shall terminate upon the completion of the Services by LRG International and delivery of the Merchandise to the address as set out in the Order Acknowledgment.
8. LIMITATION OF LIABILITY
All warranties, representations, guarantees, conditions and terms, other than those expressly set out in these Terms whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by law.
LRG International accepts liability for death or personal injury that is due to the negligence of LRG International or its employees in the performance of the Terms herein.
LRG International shall not be responsible for products or services supplied to LRG International by third parties on behalf of the Client or directly to the Client by third parties. Responsibility for decisions taken on the basis of information, suggestions and advice given by LRG International to the Client shall remain solely with the Client.
LRG International shall not be liable for any failure or damage caused by the Services and/or the Merchandise unless the failure can be directly and solely attributed to LRG International. In no event shall LRG International be liable to the Client for any consequential, indirect or special losses, loss of profits or revenue, loss of savings, interest or production, loss of business or business benefit, loss of contracts, loss of management time, loss of expectations, loss of reputation, loss of fashion appeal, loss of income or any other losses arising out of or in connection with the Services whether such losses or damages arise in contract or tort.
In the event that LRG International fails to comply with its obligations under these Terms, then it shall be entitled to be given a reasonable opportunity to rectify any errors and to re-perform its obligations and provide the Services hereunder.
If LRG International’s failure to comply with its obligations is not remedied as above then the total amount of LRG International liability to the Client for all losses, damages, costs, claims and expenses howsoever and whenever arising under these Terms shall not exceed in aggregate the amount paid to LRG International under these Terms.
The sum set out in this clause 8 represents the total liability accepted by LRG International for any claims arising under or in connection with these Terms.
Neither Party shall during the term of these Terms (except in the proper provision of the Services) or after it has ended (except as required by law) disclose to any person any confidential information or trade secrets relating to the other party’s business. Such matters include (but will not be limited to) information or secrets relating to: corporate and marketing strategy, business development and plans, sales reports and research results, design sketches, design prototypes, business methods and processes, technical information and know-how relating to the other party’s business and which is not in the public domain, including inventions, designs, techniques, database systems, formulae and ideas; business contacts, lists of customers and suppliers and details of contracts with them; and any document marked “confidential”.
During the term of these Terms, either party shall use all reasonable endeavours to prevent the publication or disclosure of any such information or secrets. These restrictions shall not apply during or after the termination of these Terms, in respect of information which has become available to the public generally, otherwise than through unauthorised disclosure.
References to clauses and schedules shall be to clauses and schedules of these Terms. The Quote and Order Acknowledgment(s) forms part of these Terms and shall be interpreted accordingly.
The waiver by either party of its rights in respect of any breach of any provision of these Terms shall not be taken or held to be a waiver in respect of any subsequent breach thereof.
LRG International reserves the right to amend these Terms, on the provision of not less than thirty days’ notice in writing or by email. If you do not agree to such amended Terms, you must inform LRG International within seven days of receipt of such notification. If you do not do so, you will be deemed to have accepted the amended terms.
Neither party or any of its employees, servants, agents or sub-contractors shall be under any liability whatsoever to the other party for any non-performance, defective performance or delay in the performance of any of the services or work to be supplied hereunder caused directly or indirectly by an Act of God, by delays or non-performance of third party suppliers, or by any other event or circumstance beyond the reasonable control of that party.
If any part of these Terms is found to be unreasonable, invalid or unlawful under any enactment or rule of law the Court shall have the power to strike out or override that part whether it be an entire clause or clauses or some part or parts thereof and enforce these Terms as if the offending part or parts had not been included.
The clause headings in these Terms are inserted for ease of reference only and shall not affect the construction or interpretation of these Terms.
Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against LRG International and such third parties shall not be entitled to enforce any term of these Terms against LRG International.
These Terms constitute the entire contract between the parties. Other than as expressly stated otherwise in these Terms, neither party shall be under any liability for any representations made prior to or during the operation of these Terms.
These Terms shall be governed and construed in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the Courts of England.
UPDATED JANUARY 2019