LENORA Terms and Conditions
These Terms and Conditions of Sale apply in all instances where Lenora Innovation is the Supplier under the Contract.
1. ORDER PROCESS
1.1 Lenora may issue to the Customer a price list detailing the current price of the Goods or a quotation detailing an estimate for the price of Goods. Any quotation given by Lenora shall be deemed an invitation to treat and shall not constitute an offer, and is only valid for the quotation validity period detailed in the quotation. The Customer can only order Goods from Lenora in accordance with Clause 1.2.
1.2 The Customer shall place orders for Goods by sending a completed Order in writing to Lenora. The Order constitutes an offer by the Customer to purchase Goods and is subject to the terms of these Conditions.
1.3 Lenora may accept or reject an Order at its discretion and the Order shall only be deemed to be accepted when Lenora issues an Order Confirmation and the Contract shall come into existence from the date of the Order Confirmation ("Commencement Date"). For the avoidance of doubt, rejection by Lenora of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
1.4 Each Contract shall constitute a separate agreement and shall incorporate and be deemed to have incorporated all of the terms and conditions set out in these Conditions and in the relevant Order, to the exclusion of any and all other terms or conditions provided, included or referred to by the Customer.
1.5 Lenora may, at its sole discretion, accept amendments to an Order proposed by a Customer after the Commencement Date. Lenora shall only consider such proposed amends to the Location if the Customer gives Lenora written notice of any such changes.
1.6 Any samples, drawings, descriptive matter or other descriptions of the Goods contained in Lenora's catalogues, brochures or other marketing materials (“Ancillary Materials”) are for illustrative purposes only and are issued or published for the sole purpose of giving an approximate understanding of the relevant Goods. They shall not form part of the Contract or have any contractual force. The Customer agrees that, in submitting an Order, it has not relied on any representations or statements contained in the Ancillary Materials. This does not include the Goods Specification which is contractually binding. Ancillary Materials may be amended, modified, and/or deleted from time to time at the sole discretion of Lenora.
1.7 These Conditions shall prevail over and apply to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing to the fullest extent permitted by applicable law.
1.8 For the avoidance of doubt, nothing in these Conditions shall restrict Lenora from supplying Goods (or any other products) to other customers.
2. DELIVERY OF GOODS
2.1 Lenora will use its reasonable endeavours to deliver the Goods to the Customer or make the Goods available to the Customer at the Location on the Confirmed Delivery Date. The Confirmed Delivery Date is approximate only.
2.2 Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the relevant Customer and Lenora reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable).
2.3 Delivery of the Goods shall be completed in accordance with the relevant Incoterm outlined in the Order Confirmation. Where no Incoterm is detailed, delivery of the Goods shall be completed once the Goods have been despatched by Lenora.
2.4 If Lenora fails to deliver the Goods within twenty (20) Business Days of the Confirmed Delivery Date, Lenora and Customer shall discuss a new delivery date, or Customer shall have the option to cancel its Order if it was not given prior notice of a delayed delivery date. Lenora shall have no further liability. Lenora shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide Lenora with adequate delivery instructions for the Goods, or any relevant instruction related to the supply of the Goods.
2.5 If the Customer fails to collect the Goods from the Location or Lenora premises in accordance with Clause 2.3 within seven (7) Business Days of Lenora notifying the Customer in writing that the Goods are ready for collection, then except where such failure or delay is caused by a Force Majeure Event or by Lenora's failure to comply with its obligations under the Contract in respect of the Goods:
a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the seventh (7th) Business Day following the day on which Lenora notified the Customer in writing that the Goods were ready for collection and Lenora will notify the Customer in writing of such deemed completion;
b) Lenora shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including but not limited to insurance);
c) Lenora may terminate the Contract, retain, resell or dispose of the Goods and charge the Customer reasonable cancellation charges.
2.6 The Customer shall be responsible for inspecting the Goods immediately following delivery and notifying Lenora in writing of any errors in the delivery note or defects in the Goods within three (3) Business Days of delivery. Subject to Clause 2.7, if, at the Point of Delivery, the Customer rejects the Goods without cause, Lenora may (at its option):
a) resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods; or,
b) where the Goods have been manufactured and supplied in accordance with a Goods Specification, charge the Customer for the full price of the Goods and any reasonable cancellation charges.
2.7 For the purposes of Clause 2.6, where it has been agreed between the Customer and Lenora in the Order Confirmation that Goods will be delivered to a port or vessel under Incoterms in accordance with Clause 2.3, the point of delivery shall be the premises or site agreed between Lenora and Customer in the Order Confirmation or, where no such premises or site has been agreed, the closest Customer warehouse to such port or vessel.
2.8 Unless otherwise specified in writing between the parties, Lenora reserves the right to deliver to the Customer up to and including 10 per cent more or less (+/- 10%) than the quantity or, where appropriate, length of Goods ordered. The Customer shall pay for the actual quantity or, where appropriate, length delivered.
2.9 Lenora may deliver the Goods by instalments, as agreed with the Customer and outlined in an Order Confirmation or otherwise agreed in writing between the Customer and Lenora, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any remaining instalments.
2.10 Lenora will agree with the Customer in writing if packaging and/or containers are to be made available by the Customer for collection by Lenora after delivery. In such instance, the Customer shall make such containers and/or packaging available for collection by Lenora at such times as Lenora shall reasonably request. Collection of containers and/or packaging shall be at Lenora's expense unless otherwise agreed by the parties in writing. If Lenora does not collect or arrange collection of packaging and/or containers within ten (10) Business Days of the agreed collection date, the Customer may dispose of or destroy the packaging and/or containers without liability to Lenora.
3. GOODS
3.1 The Goods are described in Lenora's catalogue in accordance with Clause 1.6, or where relevant, the Goods Specification or in any relevant and communicated data sheet provided to the Customer prior to the Customer placing an Order.
3.2 Lenora reserves the right to amend any Goods Specification if required by any applicable statutory or regulatory requirements or due to any cost reduction or product improvement. Where such circumstances have a direct impact on the size, dimensions or functionality of the Goods, Lenora shall notify the Customer in writing of such changes as soon as reasonably practicable.
3.3 The Customer shall ensure that the Order and the Goods Specification are complete, clear and accurate; and obtain and maintain all necessary licenses (including import licenses), permissions and consents which may be required in respect of the Goods before delivery of the Goods.
4. QUALITY OF GOODS
4.1 Lenora warrants that on the Delivery Date and for a period of 12 months ('Warranty Period') from the Delivery Date the Goods, unless otherwise indicated by Lenora in writing, shall conform with any applicable Goods Specification based on information provided by the Customer in respect of the Goods and be free from material defects in design, material and workmanship. all other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these Conditions are expressly excluded to the fullest extent permitted by law.
4.2 The Customer shall notify Lenora in writing in accordance with Clause 3.6 if the Goods do not comply with the warranties set out in Clause 4.1 and, if requested to do so by Lenora, return such Goods to Lenora's place of business at Lenora's cost. Lenora shall be entitled to examine, and take samples of, such Goods to verify whether they comply with the warranties set out in Clause 4.1. Where Lenora accepts the Goods do not comply with the warranties set out at Clause 4.1, it shall, at its option, repair or replace such Goods. Lenora will not repair or replace Goods where it receives such notification out with the Warranty Period.
4.3 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Lenora under Clause 4.2.
4.4 The terms and conditions of this Clause 5 shall survive any expiration or termination of the Contract.
5. CHARGES AND PAYMENT
5.1 The price for Goods shall be:
a) the price set out in the Order Confirmation or in any separate agreement between Lenora and the Customer in respect of the Goods; or
b) if no price is quoted in the Order Confirmation or there is no separate agreement between Lenora and the Customer in respect of the Goods, the retail price set out in Lenora's price list published as at the Delivery Date.
5.2 Except where the Goods are collected by the Customer from Lenora’s premises (in which case the price of the Goods is inclusive of insurance) or as otherwise expressly agreed to by Lenora in writing, the price of the Goods is exclusive of:
a) any costs and charges of expedited postage carriage or freight, including any additional handling charges, or any additional packaging required and approved by the Customer or requested by the Customer;
b) insurance; and
c) any customs, import or other duties charged in respect of the sale and importation of the Goods into the country in which the Goods are to be delivered to the Customer, which shall be charged to the Customer by Lenora in addition to the price of the Goods.
5.3 Lenora reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before the Delivery Date, to reflect any increase in the cost of the Goods to Lenora that is due to:
a) any factor beyond the control of Lenora (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) any request by the Customer to change the Confirmed Delivery Date, Location, quantities or types of Goods ordered, or (where applicable) the Goods Specification;
c) any delay caused by any instructions or failure to give Lenora adequate or accurate information or instructions of the Customer in respect of the Goods,
d) where there is a change to the Goods Specification, where relevant.
5.4 Lenora shall invoice the Customer on the Despatch Date, or on the Despatch Date for each instalment, as appropriate, and the Customer shall pay each invoice submitted by Lenora:
a) within 30 days of the date of the invoice unless otherwise agreed in writing between the parties; and
b) in full and in cleared funds to a bank account nominated in writing by Lenora.
Time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Customer under the Contract are exclusive of value added tax, any similar sales tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid in addition to the price of the Goods or any other amounts payable. If the Customer is required under any applicable laws to withhold or deduct any amount from the payments due to Lenora, the Customer shall increase the sum it pays to Lenora by the amount necessary to leave Lenora with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
5.6 If the Customer fails to make any payment due to Lenora under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of four per cent (4%) above the base rate for the time being of the Bank of Sweden, or the maximum amount permitted by law. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
5.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Lenora may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Lenora to the Customer.
5.8 On request by Lenora, the Customer shall enter into a security for the due performance of all of the Customer's obligations to Lenora under the Contract.
6. CONFIDENTIALITY
6.1 Each party undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it acquires prior to or during the course of the Contract, including all technical data, designs and drawings, except any information that is:
a) subject to an obligation to disclose under applicable law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or
b) already in its possession and not otherwise protected confidentiality agreement or in the public domain other than as a result of a breach of this Clause 9;
6.2 Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this Clause 6 by its employees, agents and subcontractors.
6.3 This Clause 6 shall survive expiration and termination of the Contract or these Conditions.