For the supply of services and goods to business customers
Application and entire agreement
1 – These Terms and Conditions apply to the provision of goods and/or services detailed in our quotation (together, the “Deliverables”) by LBFG Ltd, a company registered in England and Wales under number 14105347, whose registered office is at Unit 78, Basepoint Business & Innovation Centre, Metcalf way, Crawley, RH11 7XX (“we”, “us”, or “the supplier”) to the person or business buying the goods and/or services (“you” or “the customer”).
2 – You are deemed to have accepted these Terms and Conditions when you accept our quotation, place an order, or when we begin performing any part of the Deliverables (whichever occurs first). These Terms and Conditions and our quotation (together, “the Contract”) constitute the entire agreement between us.
3 – You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in the Contract. These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or that are implied by trade, custom, practice or the course of dealing.
Interpretation
4 – A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5 – The headings in these Terms and Conditions are for convenience only and do no affect their interpretation.
6 – Words imparting the singular number shall include the plural and vice-versa.
Goods and Services
7 – We warrant that we will exercise reasonable care and skill in providing the Goods and/or Services, and that they will substantially comply with the quotation and any agreed specification in all material respects. We may make changes to the Goods or Services where necessary to comply with any applicable law or safety requirement, or to implement minor technical adjustments or improvements, and we will notify you if such changes are required.
8 – We will use our reasonable endeavours to deliver the Goods and/or complete the performance of the Services within the time agreed or as set out in the quotation. However, time shall not be of the essence unless specifically agreed in writing.
9 – Except where otherwise stated, the Terms and Conditions apply to the supply of both Goods and Services provided by us.
Your obligations
10 – You must, at your own cost, obtain any permissions, consents, licences, or other approvals that we reasonably require in order to supply the Goods and/or Services. You must also provide us with timely access to all relevant information, materials, specifications, drawings, models, data, properties, or other items that we reasonably need to perform our obligations under the Contract
11 – It is your responsibility to ensure that all drawings, CAD models, specifications, and other design data you provide to us are complete, accurate, consistent, and represent the latest approved version before we begin production or provide the Services. We are not responsible for verifying that the information supplied is up to date or that drawings, models and specifications match each other, unless we have expressly agreed and quoted to carry out such verification.
12 – If you fail to comply with clause 10 or 11, we may suspend or terminate the supply of the Goods and/or Services until the matter is resolved, and we shall not be responsible for any resulting delay, rework, or additional cost.
13 – We shall not be liable for any delay in, or failure of, performance of our obligations under the Contract to the extent that such delay or failure results from your failure to comply with this section (Your Obligations).
Fees and Deposit
14 – The fees (“Fees”) for the Goods and/or Services are set out in the quotation and are based on a time and materials basis unless otherwise stated.
15 – In addition to the Fees, we may recover from you:
a) reasonable incidental expenses, including but not limited to travel, accomodation, and subsistence costs;
b) teh cost of services provided by third parties that are necessary for the performance of the Contract (for example, subcontract machining, finishing, or courier services); and
c) the cost of any materials, consumables, or tooling required to produce the Goods or perform the Services.
16 – You must pay us for any additional work or variations request by you that are not specified in the quotation, at our then current applicable hourly rate or such other rate as we may agree in writing. The provisions of clause 15 also apply to these additional services.
17 – All Fees are exclusive of VAT and any other applicable taxes or levies, which will be charged at the prevailing rate.
18 – You must pay any deposit (“Deposit”) specified in the quotation at the time of accepting the quotation of before work commences, whichever occurs first.
19 – If you fail to pay the Deposit in accordance with clause 18, we may withhold the supply of the Goods and/or Services until payment is received or may terminate the Contract in accordance with the Termination clause.
20 – Unless otherwise stated in writing, all Deposites are non-refundable, as they cover costs incurred in preparing, scheduling, or procuring materials for your order. A Deposit will only be refundable if we fail to deliver the Goods and/or Services and such failure is solely to our fault.
21 – Where goods are custom-made, manufactured to order, or include bespoke tooling or design work, the entire value of the order (including any Deposit) becomes non-refundable once production has commenced, except where we are at fault.
Cancellation and Amendment
22 – We may withdraw, cancel, or amend a quotation if it is not accepted by you, or if the supply of the Goods and/or Services has not commenced, within 30 days from the date of the quotation (unless the quotation states otherwise or has been withdrawn earlier).
23 – Either party may cancel an order for any reason prior to acceptance of the quotation. Once you have accepted the quotation, any cancellation will only be permitted with our written consent and may be subject to payment for all work carried out, materials purchased, and cost incurred up to the data of cancellation.
24 – If you wish to amend any aspect of the Goods and/or Services, you must notify us in writing as soon as possible. We will use reasonable endeavours to accomodate your requested changes; however, any amendment may result in additional cost and/or extended lead times. Any such costs will be added to the Fees and invoiced to you accordingly.
25 – For bespoke or made-to-order Goods, amendments may not be possible once production has stated. Where changes can be made, you will be responsible for any resulting delay, scrap, or additional expense.
26 – If, due to circumstances beyond our constrol (including those set out in the clause below, Circumstances Beyond a Party’s Control), we need to make a change to the Goods and/or Services or to how they are provided, we will notify you as soon as reasonably praticable and will use reasonable endeavours to keep such changes to a minimum.
Payment
27 – We will invoice you for payment for the Fees either:
a) 100% of the fees before production starts for bespoke or made-to-order manufacturing work; or
b) in accordance with the payment schule or milestones stated in our quotation; or
c) on the invoice dates set out in our quotation or agreedn between us in writing.
28 – You must pay all invoices within 30 days of the invoice date, or otherwise in accordance with any separate credit terms agreed in writing between us.
29 – Time for payment is of the essence of the contract.
30 – Without limiting any other right or statutory remedy, if any sum is not paid when due we may charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full (whether before of after judgment).
We may also recover from you any reasonable costs of collection.
31 – All payments due under the Contract must be made in full and without deduction, withholding, or set-off, except as required by law. Neither party may assert any counterclaim or credit in order to withhold payment of any amount properly due.
32 – If you fail to make any payment when due, we may suspend further work, deliveries, or performance under the Contract until payment is received, and/or cancel any future orders or Services agreed with you.
33 – Receipts for payment will be issued only upon request.
34 – Payments must be made in the currency specified in our quotation, unless otherwise agreed in writing.
Termination
35 – We may terminate the supply of the Goods and/or Services immediately by written notice if you:
a) commit a material breach of your obligations under these Terms and Conditions and fail to remedy it (if remediable) within 14 days of being notified to do so; or
b) fail to make any payment due under the Contract on the due date for payment; or
c) become or, in our reasonable opinion, are likely to become insolvent, bankrupt, or subject to any insolvency proceedings; or
d) enter into a voluntary arrangement under Part I of the Insolvency Act 1986 or any other arrangement with your creditors; or
e) convene a meeting of creditors, enter into liquidation (voluntary or compulsory), have a receiver, manager, administrator, or administrative receiver appointed over your assets, or are otherwise subject to insolvency or similar proceedings.
36 – Termination of the Contract shall not affect any rights or obligations that have accrued prior to termination, including the right to recover outstanding sums or damages for breach.
Intellectual Property
37 – We retain ownership of all intellectual property rights, including copyright, design rights, and any other rights subsisting in any Goods, designs, drawings, CAD models, specifications, software, or other materials we create in connection with the Goods and/or Services.
38 – You shall not copy, reproduce, modify, or distribute any such materials without our written permission. We reserve the right to take appropriate legal action to protect our intellectual property rights.
39 – Ownership of such intellectual property may be transferred to you only if expressly agreed in writing, and subject to payment of an additional fee equal to twice the quoted price for the creation of that intellectual property (exclusive of any discount originally applied).
Liability and Indemnity
40 – Our total aggregate liability to you under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees payable by you under the Contract.
41 – We shall not be liable for:
a) any indirect, special, or consequential loss, damage, cost, or expense;
b) any loss of profit, anticipated profit, business, data, goodwill, or reputation;
c) any failure or delay in performing our obligations caused by circumstances beyond our reasonable control;
d) any loss resulting from your failure to comply with your obligations under these Terms, including provision of correct or current information, specifications, or models; or
e) any loss arising from your choice of Goods and/or Services or how they are used.
42 – You shall indemnify us in full against all claims, costs, damages, and expenses suffered by us arising from any loss or damage to our equipment, property, or materials caused by you, your employees, or your agents.
43 – Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other matter for which it would be unlawful to exclude or limit liability.
Shipping and Delivery
44 – Unless otherwise agreed in writing, all physical orders will be dispatched using a carrier service of our choosing.
45 – We reserve the right to use an alternative carrier to that quoted if circumstances require, provided the replacement offers an equivalent or higher service level.
46 – All orders will be delivered to the invoice address unless an alternative delivery address has been agreed with us in writing.
47 – Orders with a delivery address outside of the United Kingdom (Great Britain and Northern Ireland) shall ship:
a) under Incoterms® 2020 DAP (delivered at place) to the invoice address or agreed delivery address under clause 46; and
b) with transport insurance covering the full value of the parcel contents, excluding the cost of transport.
48 – If you do not accept delivery of the Goods, delivery will be deemed completed once all reasonable delivery options offered by the carrier have been exhausted. The following exceptions and provisions apply:
a) If the Goods are returned to us by the carrier at no cost to us, we may re-arrange delivery once you have contacted us, and all additional delivery charges shall be payable by you.
b) If the Goods are returned to us by the carrier and we incur any return, customs, storage, or handling charges, those costs will be added to your account and must be paid in full before re-delivery. We will then contact you to arrange a new shipment, again at your expense.
c) If the carrier is unable to complete delivery because you, your agent, or representative refuse the delivery, are not present at the agreed delivery address during the delivery attempts, or fail to respond to delivery notifications, the Goods will be deemed delivered after the carrier’s final delivery attempt. Any return, re-delivery, or disposal costs will be your responsibility.
d) If delivery fails because you have not paid any tax, duty, or fee due to the carrier or local customs authority, we will contact you to re-arrange delivery at your cost. See clause 47(a) regarding Incoterm rules.
e) If you refuse to pay the duty, fees, or taxes due after being contacted by us or the carrier, we may deem the Goods delivered and instruct the carrier to dispose of or destroy the shipment. You remain liable for any fees or charges incurred in doing so.
Data Protection
49 – In supplying the Goods and/or Services, we may access, store, or process personal data relating to your employees, contractors, or representatives.
50 – The parties agree that, where such processing occurs, you are the data controller and we are the data processor, as defined in the UK General Data Protection Regulation (“UK GDPR”).
51 – We shall only process personal data to the extent necessary to supply the Goods and/or Services under the Contract or as otherwise agreed in writing, shall not retain such data longer than necessary, and shall not process personal data for our own or any third party’s purposes.
52 – We shall not disclose personal data to any third party other than our employees, agents, sub-contractors, or advisers on a need-to-know basis and under equivalent confidentiality and data protection obligations, unless required by law.
53 – We shall maintain appropriate technical and organisational measures to safeguard personal data in accordance with the UK GDPR.
54 – Further details on our data protection practices are set out in our Privacy Policy. For any enquiries regarding data privacy, please contact contact@lbfg.co.uk
Circumstances Beyond a Party’s Control
55 – Neither party shall be liable for any failure or delay in performing its obligations under the Contract due to causes beyond its reasonable control, including (without limitation) industrial action, civil unrest, fire, flood, storm, earthquake, terrorism, war, governmental restriction, epidemic, or other similar events.
56 – If such delay continues for more than 90 days, either party may terminate the Contract for the affected Goods and/or Services by written notice.
Communications
57 – All notices under these Terms must be in writing and signed by or on behalf of the party giving notice.
58 – Notices shall be deemed received:
a) when delivered, if delivered by hand or courier during business hours;
b) when sent, if transmitted by email and no delivery failure notice is received;
c) on the fifth business day following posting by first-class mail; or
d) on the tenth business day following posting by airmail.
59 – All notices must be addressed to the most recent address or email notified by one party to the other.
No Waiver
60 – No delay, act, or omission by either party in exercising any right or remedy shall be deemed a waiver of that or any other right or remedy, nor shall it prevent further exercise of such right or remedy.
Severance
61 – If any provision of these Terms is found to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, that provision shall be deemed severed and the remainder shall remain in full force and effect.
Law and Jurisdiction
62 – This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.