LNL Ltd. - TERMS AND CONDITIONS OF SALE.

1. In these conditions:
'LNL' shall mean LNL Limited. A company registered in England, number 05075325
'the Customer' shall mean any person, firm or corporation at whose request or on whose behalf LNL undertakes any business or provides advice information or services. The customer will be either a business customer or a consumer. A consumer is an individual who is not acting for the purposes of his or her business, organization or profession.
'the Goods' shall mean any goods, hardware or software sold or hired by LNL to the Customer.

PART A Terms and Conditions of Trading applying to all customers and orders

2. All orders whether written or verbal are accepted subject to the Goods being available and subject also to the Terms and Conditions of Trading unless otherwise agreed by LNL in writing before delivery. These Conditions override any Conditions of Purchase printed on the Customer's order forms.

3. No variation of these Conditions shall be agreed unless confirmed in writing by LNL.

4. Any details of specifications or other information supplied by LNL shall be subject to verification by the Customer and in the event of any alteration, modification or amendment there to after quotation LNL reserves the right to alter, modify or amend its quotation accordingly. Notwithstanding this, LNL reserves the right to amend or change the specification of the products and goods and services offered without prior notice.

5. (a) LNL reserves the right to vary its prices without notice and unless otherwise agreed in writing prices shall be those ruling at the date of dispatch of the goods. This condition shall not apply to fixed price quotations expressed as such which shall be valid for 7 days from the date of issue, or any other period specified therein. Such fixed price quotations specifically exclude any increases in LNL prices that may be occasioned by the increase or imposition of any duty or tax or by adjustments or alterations in currency rates of exchange.
(b) All prices for the sale of products EXCLUDE delivery and insurance charges. These charges are payable by the customer as shown on the invoice or quotation.
(c) All prices for the sale of products EXCLUDE VAT. This will be added at the rate applicable at the date of purchase.

6. (a) LNL reserves the right to refuse to accept any order or to impose restrictions as LNL shall think fit. Once an order placed with LNL has been accepted it cannot be cancelled, deferred or altered except by mutual agreement.
(b) Any order placed on the basis of an error in the prices shown by LNL in any of its pricelists, quotations, internet sites or electronic commerce facilities (or any of these issued or operated on its behalf) will not be valid.

7. Payment shall be made in full before supply of products or services unless otherwise agreed in writing. Where agreement is made to supply on credit account terms the additional terms and conditions for such are set out in ‘Part B - Additional terms and conditions for credit account customers’ below.

8. Delivery
(a) LNL shall use its best endeavours to make delivery of The Goods as stated. LNL will not accept any responsibility or liability for their failure to deliver or for any delay in delivering the Goods in accordance with the contract to which these conditions apply nor for any loss or damage caused thereby whether such a loss or damage is a direct or indirect consequence of such failure to deliver or delay. Time is not of the essence in this contract to which these conditions apply unless otherwise specifically agreed in writing by LNL prior to delivery.
(b) Should delivery of the Goods or any part of them be delayed or prevented from any cause whatsoever beyond the control of LNL or due to some act or omission of the Customer then LNL shall have the right to terminate the contract or any part thereof which is uncompleted. Any termination shall not prejudice the rights and obligations of either party in respect of any part of the contract already completed.
(c) Delivery shall take place at the Customer's premises or at a site nominated by the customer in the United Kingdom mainland. The Customer shall be responsible for providing any reasonable assistance and facilities at the delivery point for the un-loading of the Goods ordered and shall indemnify LNL against all claims whatever arising from such delivery operations. LNL reserves the right for its drivers and carriers to refuse to make delivery to any location if in the reasonable opinion of the driver or carrier the conditions are such as to constitute a danger to the vehicle, the Goods or to any persons or property.
(d) It is the responsibility of the customer to inspect the goods promptly after delivery. Unless LNL are notified in writing to the contrary within a reasonable period, and in any event not more than 3 working days, the goods shall be deemed to be accepted.

9. (a) The risk in the Goods shall pass to the Customer upon delivery of the Goods in accordance with the terms agreed between LNL and the Customer.
(b) Not withstanding delivery the Goods sold hereunder shall remain the absolute property of LNL (who shall retain the right to dispose of them) until LNL has received payment in full of all sums that have or may become due.
(c) If payment in respect of any of the Goods is overdue in whole or in part or immediately upon the commencement of any actual proceedings relating to the customer's solvency LNL may recover and/or sell the goods or any of them and may enter upon the customer's premises for that purpose and nothing in this condition shall confer any right on the Customer to return Goods supplied by the company or to refuse or delay payment for them.

10. Warranty
The customer shall have the benefit of any warranty offered by the manufacturer. Where registration of the goods is required by the manufacturer to enable such warranty or as a condition of providing any extended warranty the customer agrees to carry out such registration as required within the timescale required by the manufacturer to facilitate this warranty. The customer agrees to work co-operatively with the manufacturer or their helpline or agents to identify, verify and resolve any issue or fault with the goods supplied in the first instance.

11. In addition to this LNL warrant that the goods will be free from defects in materials, workmanship and design for a period of 6 months from the date of delivery, or 1 month in the case of consumable items, unless otherwise stated. Any warranty offered by LNL shall only apply to goods remaining in the United Kingdom.

12. Any modification to the Goods or the use of compatible or remanufactured items, such items not having been remanufactured or refurbished by the original equipment manufacturer, will invalidate the warranty.

13. Whilst all product information is given in good faith the use or application of the goods is outside the control of LNL. LNL gives no warranty nor is any to be implied as to the suitability of the goods for any particular purpose or for use under any specific conditions notwithstanding that such purpose or conditions may be known or made known to LNL and accordingly the company shall be under no liabilities to the customer for any loss damage or injury arising from a defect in the goods or from any cause whatsoever relating to the goods subject as hereinafter stated:
(a) The Company's liability in respect of the quality or fitness for purpose of the goods supplied shall not extend to the Customer's loss of profit, increased costs or consequential loss and shall be limited to the invoiced value of the Goods
(b) In the event that damage or loss occurs following the use of the Goods by the Customer the Company must be notified as soon as reasonably practicable. In the event that the customer shall not notify the company at such an early date then this shall be held to prejudice any claims the customer may have against the company for goods supplied.
(c) Customers should follow proper working practices particularly in the maintaining of backup copies of data. LNL accept no responsibility whatsoever for the loss of such data.

14. LNL may cancel any contract without prejudice to any other rights and remedies it may have and without any liability whatsoever if prevented in performing it owing to force majeur including, but not limited to, act of God, war, riot, strike, lock out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or components therefore by LNL’s normal source of supply or the manufacture of the goods by LNL’s normal means or the delivery of the goods by LNL's normal route or means of delivery.

15. Returns:
Goods are not supplied on a trial basis. Customers are strongly advised to check suitability and specifications of products before ordering. Accordingly, orders for goods once accepted by LNL cannot be cancelled and LNL can only accept a return of such Goods where they prove to be defective.

NB By exception and at the sole discretion of LNL (unless the Consumer Protection (Distance Selling) Regulations 2000 apply, see Clause 16), agreement may be reached for the return of certain goods for credit against future purchases. Such agreement will be subject to terms and charges offered by LNL and set out at the time such offer is made. No goods should be returned to LNL without prior agreement.

16. The Consumer Protection (Distance Selling) Regulations 2000:
Contracts for the purchase of goods by a Customer not acting in the course of a business and made over the telephone or through the internet, or by mail order, are, with the exception of certain excepted contracts, subject to The Consumer Protection (Distance Selling) Regulations 2000 ('DS Regulations').
(a) If the DS Regulations apply, customers may cancel goods purchased from LNL by sending a written notice of cancellation by post or hand delivery addressed to LNL Sales at PO Box 46, DRIFFIELD, East Yorkshire YO25 9WN, by fax to 01377 270897 or by e-mail to lpwsales@lnl.co.uk.
(b) The notice of cancellation must be delivered within 7 working days of the day after date of delivery of the goods.
(c) The Customer will be responsible for the cost of returning the goods if he or she exercises this right of cancellation under the DS Regulations. If the Customer does not actually return the goods to LNL, the Customer is under a duty to make the goods available for collection at the Customer's expense from the address to which they were delivered.
(d) The Customer is under a duty to retain possession of the goods whilst awaiting return to LNL and to take reasonable care of them during this period. The Customer will be liable for any loss of or damage to the goods if he or she fails to comply with this obligation.

17. Other:
(a) Any notice to be given by the Company or the Customer shall be sufficiently given if posted by first class post or delivered by hand to the other at the address set out in the contract. Every notice shall be deemed to have been received and given either 48 hours after posting or at the time of delivery.
(b) The contract in these conditions are governed by English law and any dispute arising in relation to the Goods supplied or the terms of the contract shall be determined by the English Court s to whose jurisdiction the company and the customer admit.
(C) Paragraphs are numbered ,and may be titled,for ease of reference only and shall not affect the interpretation of these terms and conditions.

PART B Additional terms and conditions for credit account customers. Credit accounts are offered by LNL strictly on the basis that such terms are only available to customers who are not consumers. The customer agrees that purchases made under the provisions of this section by them acting for the purposes of their business, organization or profession.

18. Credit account TERMS OF PAYMENT
(a) Subject to any special terms agreed in writing between the Customer and LNL, LNL shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event LNL shall be entitled to invoice the Customer for the price at any time after LNL has notified the Customer that the Goods are ready for collection or (as the case may be) LNL has tendered delivery of the Goods.
(b) The Customer shall pay the price of the Goods within 30 days of the date of LNL's invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract.
(c) If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to LNL, LNL shall be entitled to:
(i) cancel the Contract or suspend any further deliveries to the Customer;
(ii) demand payment of all outstanding balances whether or not due and/or cancel any outstanding orders from the Customer;
(iii) appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and LNL) as LNL may think fit (notwithstanding any purported appropriation by the Customer); and
(iv) charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of four (4) per cent per annum above HSBC plc base rate from time to time, until payment in full is made.

19. Insolvency of Customers
(a) This clause applies if:
(i) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
(ii) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
(iii) the Customer ceases, or threatens to cease, to carry on business; or
(iv) LNL reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
(b) If this clause applies then, without prejudice to any other right or remedy available to LNL, LNL shall be entitled to 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 and if any of the Goods have not been delivered LNL may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

20. Risk
(a) Risk of damage to or loss of the Goods shall pass to the Customer:
(i) in the case of Goods to be delivered to the Customer at LNL's premises, at the time when LNL notifies the Customer that the Goods are available for collection; or
(ii) in the case of Goods to be delivered otherwise than at LNL's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when LNL has tendered delivery of the Goods.
(b) The Customer shall insure the Goods from the date of their delivery to him until their title has passed to him and LNL shall be entitled to call for details of the insurance policy.
(c) If the Customer does not insure the Goods or fails to supply details of its policy on demand to LNL then the Customer shall reimburse LNL for the cost of any insurance which LNL may reasonably arrange in respect of any of the Goods during the whole or any part of the period from the date of LNL's delivery of the Goods until the date of payment to LNL of the price.

21. Title Retention
(a) Until the purchase price of the Goods comprised in this or any other contract between LNL and the Customer and all other sums whatsoever which are or shall become outstanding from the Customer to LNL shall have been paid or satisfied in full (and if by cheque, then only upon clearance):
(i) The property in the Goods remains vested in LNL (notwithstanding the delivery of the same and the passing of the risk therein) and the Customer shall hold the Goods as a bailee and be fully accountable to LNL in respect thereof until such time as LNL has received payment in full for all goods supplied.
(ii) The Customer shall store the Goods in such a way that they can be readily identified as being LNL's property.
(iii) The Customer shall on request inform LNL of the precise location of each item of the Goods identified where applicable by its serial number, by supplying LNL at the Customer's expense within seven days of LNL's request with a written schedule of the said locations.
(iv) Upon determination of the Customer's power of sale LNL shall be entitled by itself its servants or agents to enter upon any of the Customer's premises for the purpose of removing and repossessing such Goods or their proceeds of sale and LNL shall be entitled to claim from the Customer the costs and expenses incurred by LNL in and ancillary to the process of such removal and repossession.
(b) Until title in the Goods has passed to the Customer, the Customer shall not purport to be the owner of the Goods and shall not show the Goods as stock in the Customer's accounts.
(c) Nothing in these Conditions shall:
(i) entitle the Customer to return the Goods or to delay payment thereof; or
(ii) prevent LNL from maintaining an action for the price notwithstanding that the property in the Goods may not have passed to the Customer.

22. Lien
LNL retains a general lien on any of the Customer's equipment or materials supplied by LNL and in its possession for any unpaid balance the Customer may owe to LNL. LNL shall be entitled to sell such equipment or materials in the event that payment is not made in full within 30 days of notice given to the Customer by LNL of its exercise of the lien. The proceeds of sale may be taken by LNL for reimbursement of the expense of exercise of the lien and the sale and payment of the said balance, and LNL shall account for any surplus.

LNL_STC_0409A

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