General Terms of Conditions and Sale

These Terms and Conditions of Sale and Contract, any special conditions or additional conditions agreed by Liberty Control Networks Ltd, or any of its associated or trading companies (herein after referred to as the "Company") constitute the entire agreement between the Company and any person or company (hereinafter referred to as the "Customer") to whom, or for which the Company supplies or undertakes any goods or services, including any reconditioning, overhaul, service , repair, testing or inspection or otherwise howsoever, to the exclusion of all other terms, conditions and warranties whatsoever and represent the only terms on which the Company trades, not withstanding any terms and conditions that may be contained in any order or other form of the customer.

No employee, servant, or agent of the Company has any authority to amend or waive any part of these Terms and Conditions, or make any representations or warranty relating to goods or services provided, or to be provided by the Company, unless such representations or warranty is expressed in writing and signed on behalf of the Company by a Director of the Company.

This agreement shall not be varied save by written agreement between the Company and the Customer, signed by a duly authorised officer of the respective parties.
Acceptance of these Terms and Conditions constitutes acceptance also of the standard

Terms and Conditions of any delivery company, whether nominated by the Company or specified by the Customer.

1.   Quotations
1.1 No estimate or quotation given by the Company constitutes an offer.
1.2 The Company reserves the right to withdraw or amend a quotation at any time before receipt of an unqualified order from the Customer and each quotation shall be deemed withdrawn unless so accepted within the period for acceptance stated in the quotation or, if no such period is stated, within thirty (30) days from the date of the quotation.
2. Prices
2.1 Where a list price has been quoted the contract price is that stated in the price list, less any discount quoted in writing, but the Company reserves the right to amend the price if the Customer requests any variation from the listed product.
2.2 Where a quotation has been given the contract price is that stated in the quotation.
2.3 The Company reserves the right to vary such sum to cover any of the following:
2.3.1   the cost of any additional special testing, or investigation, required by the Company, or any statutory agency;
2.3.2   the cost of any amendments to the order, or any variation between the original enquiry and the order;
2.3.3   any increase in labour costs and/or material prices outside the control of the Company;
2.3.4   the prior sale of any material (whether held by the Company or an outside supplier) the prices of which were used in the preparation of the quotation;
2.3.5   any expense incurred by the Company as a result of any suspension or delay to the contract by the Customer's instructions, or by any change in the Customer's instructions;
2.3.6   any expense incurred by the Company as a result in any changes in duty or taxes payable in respect of performance of the contract;
2.3.7   any fluctuation in rates of exchange occurring between the time of the quotation or acknowledgement and the date of completion of the contract.
2.4 Where there is no list price and no quotation has been requested by the Customer, the contract price shall be that stated on the Company's invoice.
2.5 Any goods will be supplied in standard packaging free of charge and will be supplied ex-works, or in the case of overseas freight, f.o.b. The Company reserves the right to charge extra for any special packaging required.
2.6 Costs of delivery and any airport or dock handling fees are not included in the price quoted and (where the Company has agreed to provide or arrange carriage from its works to a place specified by the Customer) shall be charged in addition to the price quoted unless otherwise agreed in writing by the Company.
3 Cancellation or Variation
3.1 In the event of cancellation of a confirmed order the Company reserves the right to charge the Customer for any costs incurred up to the date of receipt of the cancellation by the Company, including the costs of any special or excess materials purchased to fulfil the order.
4 Payment
4.1 All goods or services must be paid for in full within 30 following the date of the invoice, unless agreed otherwise in writing by the Company (signed by a Director of the company). The Company shall be entitled to invoice each part delivery as if it were a separate order or contract and the provisions of this clause shall apply to each such invoice.
4.2 Time of payment is of the essence and the Company reserves the right to charge interest on any overdue amount at the same rate as the rate of interest that would be charged to the Company in respect of any overdraft by the Company's bank.
4.3 While the cost of goods or services sold or supplied to the Customer includes the cost of any goods or services sold or supplied by a third party (for example a sub-contractor for installation of equipment) and no invoice has been received from such party by the Company by the time the invoice in respect of the goods or services sold or supplied to the Customer is raised, the Company shall, provided that this is indicated on the initial invoice, be entitled to charge an estimated amount for such bought-out goods or services, subject to adjustment after.
4.4 If exchange equipment is being supplied by the Company, the Customer will become liable to pay the full sale cost of the replacement equipment, if the Customer's equipment (which must be like for like) being exchanged for the equipment of the Company is not received within thirty (30) days of the replacement equipment being delivered, unless an extension is expressly granted in writing by a Director of the company. Otherwise the Company shall be entitled to issue a supplementary invoice to cover the difference between the exchange price (if any) and sale price or value of the exchange equipment.
5 Transport and Delivery
5.1 Unless otherwise stated, delivery of goods shall be ex-works or, in the case of overseas deliveries f.o.b at a U.K. port or airport (see clause 2.5 above).
In the case of ex-works delivery, delivery shall be deemed to have taken place twenty-four (24) hours after the goods in question are despatched from the Company's premises.
In the case of f.o.b. delivery, delivery shall be deemed to have taken place at the time of arrival of the goods at the port or airport.
5.2 The time quoted for delivery or completion is to be treated as an estimate only and, while the Company will make every reasonable effort to deliver or complete the contract within the time quoted, it shall not be responsible or liable for any losses or damage caused to the Customer by later delivery or completion, unless expressly agreed in writing by a Director of the Company (see clause 7.2 below).
5.3 If the Customer fails to take delivery of the goods (whether sold to it by the Company, or repaired or overhauled (except under warranty), or fails to give any adequate delivery instructions within fourteen (14) days after the same have been requested by the Company, the Company may, without prejudice to its other rights, dispose of the goods and (whether or not the goods are disposed of) charge the Customer with the cost of storage from the date the goods were tendered for delivery, the cost of any additional transport and (where the goods are disposed of) a sum equal to any loss suffered by the Company in any resale caused by the Company's default.
5.4 Except where collected by the Company's own transport, goods returned to the Company for repair or overhaul, shall be returned carriage paid, unless the Company has previously accepted in writing the return under warranty. Where this involves goods shipped from outside the United Kingdom the goods must be consigned c.i.f. port of entry. Any freight forward charges incurred by the Company as a result of the Customer failing to comply with this requirement will be recharged to the Customer. These charges will be invoiced separately, payable before the goods will be released for return to the Customer.
6 Warranty
6.1 Subject to the remaining provisions of this Clause, the Company warrants that :
6.1.1   new goods meet the specification (s) laid down in the relevant product data sheet, or any specification contained in the Customer's order previously accepted by the Company.
6.1.2   any repaired or overhauled goods will be returned to serviceable condition only, unless otherwise agreed in writing by the Company.
6.2 Should any defect, the result solely of a breach of the warranty contained in clause 6.1 above, occur:
6.2.1   in new equipment manufactured by the Company, within twelve months following delivery to the Customer;
6.2.2   in new equipment manufactured by a third party, within twelve months following delivery to the Customer;
6.2.3   in repaired or overhauled equipment, within three months of the repair or overhaul, or any outstanding expiry period of the original warranty;
the Company shall, free of charge to the Customer, rectify such defect in any way it thinks fit, including (but not limited to) replacing such goods or equipment with comparable goods or equipment.
6.3 Warranty claims will be subject to investigation by the Company, whose decision will be final, in the event of rejection of such claims a copy of the written report of the results of the investigation will be made available to the Customer on request.
6.4 The Company shall have no liability whatsoever, under this Clause or this contract, for any goods or equipment which have been subject to misuse or neglect, or which have not been maintained or operated in accordance with any manufacturer's handbook/manual or instructions, nor for any goods or equipment on which any locking device or seal has been tampered with outside normal installation adjustments.
6.5 The Customer shall have no remedy against the Company other than as provided in clause 7.2 above in respect of any defect the result solely of a breach by the Company of the warranty contained in clause 7.1 above which shall exist to the exclusion of any other condition or warranty, express or implied as to quality, workmanship, merchantability, correspondence with description or fitness for purpose or any other matter whatsoever of or relating to goods or equipment sold, repaired or overhauled by the company.
7 Limitation of Liability
7.1 Without prejudice to clause 6.2 above, any liability of the Company to the Customer in any way arising out of this contract:
7.1.1   shall be limited to direct losses or damage only and shall not extend to loss of use or loss of profit or any indirect or consequential loss or damage howsoever arising and
7.1.2   shall not exceed an amount equal to the contract price.
7.2 Advice and information in whatever form it may be given is provided in good faith by the Company for the Customer only and the Customer shall have no claim against the Company for any loss, damage, costs or expenses arising out of the Customer, or any other party, relying upon such advice or information . Except under special arrangements previously made in writing, advice and information which is not related to specific instructions accepted by the Company is provided gratuitously and without liability.
7.3 Whilst the Company shall seek to obtain for the customer from third party suppliers of any part , parts or equipment the benefit of any warranty or guarantee for those items given by the third party supplier to the Company, the Company shall not otherwise be liable for any loss or damage arising directly or indirectly from the failure of such part or equipment, unless it can be shown that the Company was in any way negligent in installing , fitting or supplying such part or equipment, whereupon it may be liable subject to clause 7.1 above solely in proportion to such negligence.
8 Property, Risk and Right of Recovery
8.1 Risk in the goods and equipment shall pass to the Customer on delivery.
8.2 Any goods or equipment supplied by the Company to the Customer shall remain the property of the Company until the full amount owing under this contract for the sale of those goods, or services performed under this contract, has been received by the company.
8.3 Where property in goods sold remains with the Company after delivery, the Customer may deal with those goods in the ordinary course of their business, provided that:
8.3.1   all sums due to or received by the Customer in respect of the goods shall be held in a fiduciary capacity as trustee and agent for the Company and
8.3.2   if required to do so by the Company, the Customer will keep the goods separate from other stock in such a way as to be readily identifiable by the Company and the proceeds of any sale or contract, or other disposition of the goods in a separate account for the benefit of the company and will assign to the Company the right to recover any such sum due in respect of such sale or other disposition of the goods;
8.3.3   if the goods lose their identity by becoming part of other goods, then, if required to do so by the Company, the Customer will keep those other goods into separate storage so as to be identifiable as being made from or with the company's goods and the Company shall become owner, or part owner (as the case may be) of such other goods, which shall themselves be subject to the provisions of this clause in respect to the Company's interests therein.
Any failure by the Company to require strict compliance with this clause shall not constitute a release, waiver or variation of the company's rights and the customer's obligations under this clause.
8.4 If the Customer takes delivery of the goods supplied to it by the Company before making full payment of the contract price, the Company shall be entitled to repossess the goods and thereafter to deal in any way with such goods free of any claim or right of the Customer therein if, before payment for such goods or services has been made:
8.4.1   if the Company becomes bankrupt, or makes an assignment, agreement or composition with its creditors, or suffers distress or process of execution to be levied on its property, or goes into liquidation (whether compulsory or voluntary), except for the purpose of reconstruction or amalgamation, or has a receiver or administrator appointed over any part of its undertaking, property or assets, or it appears to the Company likely that any of the above events will occur or
8.4.2  this contract is terminated by the Company pursuant to clause 10.2 below. The Company may return to the Supplier, at the Supplier's risk and expense, any goods rejected and the Supplier shall reimburse the Company for any costs incurred in respect to the packing or carriage of the rejected goods.
9 Lien and Right of Re-Sale
9.1 The Company shall have a lien on any of the Customer's goods in its possession for all monies (whether presently payable or not) payable by and all debts and liabilities (whether or not the period for payment or discharge of the same shall have actually arrived) of the Customer to the company under any contract and such lien shall cover such goods whether or not the Company shall at the time of exercise of the lien have commenced any work on the goods. The Company shall be entitled to refuse to deliver up any goods or services at any time unless all charges accrued due under this contract and all other sums (if any) owed by the Customer to the Company, or any of its associated companies, under any other contract shall have been previously paid.
9.2 Without prejudice to the company's other rights of action against the Customer for any breach of the Company's payment terms, or any other part of this or any other contract, if any such sum shall not have been paid within one month after becoming due, the Company may, upon giving seven (7) days notice of its intention to do so, unless all such sums have in the meantime been paid, sell (whether by auction or private treaty or in any other manner) any or all of the goods or equipment in the Company's possession on which the company has a lien. The net proceeds of such sale, after payment of the costs of the sale, shall be applied in or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists so far as the same are presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the goods prior to sale) be paid to the Customer.
10 Termination
10.1  Either party may immediately terminate this contract, or suspend future deliveries, if the other becomes bankrupt, or makes an assignment, agreement or composition with its creditors, or suffers distress or process of execution to be levied upon any of its property, or goes into liquidation (whether voluntary or compulsory) , except for the purpose of reconstruction or amalgamation, or has a receiver or administrator appointed over any part of its undertaking, property or assets, or if it reasonable appears likely that any of the above will occur in relation to the other party. 
10.2   Without prejudice to any other rights or remedies under this contract, either party may terminate this contract, or suspend future deliveries, if the other fails to comply with any of the material obligations hereunder and such remedy has not been remedied within thirty (30) days of notification from the other requiring remedy.
11 Patents and Liability
11.1 The Customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of any work done in accordance with the Customer's specification which involves any infringement of any copyright, patent, or registered design
12 Jurisdiction
12.1 This contract shall be governed by and construed in accordance with the laws of England and the Customer submits to the non-exclusive jurisdiction of the English courts.
13 Miscellaneous
13.1 If and in so far as in any case a clause, term, or part of a term shall be void or illegal under any English legislation, or common law, that clause, term, or part of a term shall, to that extent only, not apply, but without prejudice to the rest of the term or terms and conditions.