Litre Meter Ltd. Terms & Conditions
This contract is made between Litre Meter, and the Customer as
stated in the order from you (“you”). The terms of this contract will
override terms that you may have sent or may send to us or any other
written correspondence or verbal communication including any
advice or recommendation made before we accept the order. Any
typographical clerical or other errors or omissions in the catalogue,
quotation, price list order or any other document may be changed
without us incurring any liability.
The description of the goods in any literature whether by photograph,
written statement, diagram, illustration or other such means is only
included for the purpose of demonstration and information and does
not form part of the contract terms in any way whatsoever.
We reserve the right to supply you with alternative goods if a supplier
marginally alters the item or we change supplier to one that supplies
items of a similar design to the same specification or description so
that there is no material effect on the quality or performance.
Subject to Clause 5.3 below, an order for goods will be accepted once
it has been received in our offices, either in writing (including
electronic receipt by email or fax) or verbally. We will not send any
written confirmation of order but all orders are subject to these
We will not accept the cancellation of an order unless the
cancellation is made in writing and you agree to pay us in full for all
our costs and losses resulting from such cancellation.
Price of Goods
All goods will be supplied at a price ex‐factory in pounds sterling as
set on the date of dispatch. Payment will be in the currency stipulated
by us at the time of the order or as subsequently varied by us to take
account of exchange rate fluctuations. Value added tax (VAT) and
postage and packing will be added at the rate current on that date.
Prices are only provided as a guideline. We reserve the right to vary
the prices at any time in particular but not limited to any increase in
the cost to us which is due to any factor beyond our control (such as,
without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of
labour, materials or other costs of manufacture).
Subject to Clause 4.2, If we do provide you with a written quotation,
then the prices quoted will be held for the time period written in the
quotation or if no period is stated then the time period will be set at
For deliveries within Mainland UK, we will issue you with an invoice
on delivery of the goods. All invoices must be paid at the terms shown
on each invoice. In addition to any other rights we may have under
this contract, we reserve the right to charge interest on any sum
overdue at a rate of 4% above the base rate of National Westminster
Bank PLC (or its equivalent) from the date the sum becomes due until
the date we receive payment in cleared funds (such dates inclusive).
The Company reserves the right to claim interest under the Late
Payment of Commercial Debts (Interest) Act 1998
Payment terms for contracts over £50,000 are as follows:
MILESTONE # DESCRIPTION Payment %
1 Submittal of required drawings for review and
2 Receipt of major materials for approval 30%
3 Notice of readiness to ship 30%
4 Receipt, review and acceptance of all required final
vendor documentation, certificates and test reports
Unless other arrangements are agreed at the time of the order, if you
are making an order outside of the Mainland UK, then before we will
accept the order and arrange delivery we will require you to either
pay for the order in advance, or by credit card or arrange for an
irrevocable letter of credit through a reputable bank.
In any event, if you fail to pay an invoice, then at our discretion we
may cancel the order together with any future orders and/or suspend
delivery immediately until we are in receipt of the outstanding
moneys. We may also add to the outstanding invoice any additional
costs (including but not limited to any legal costs) that we may have
to incur as a result of your default.
Cancellation following receipt of order where manufacturing has
commenced will be subject to a charge of not less than 100% of the
original order value. In addition you agree to indemnify us against any
additional costs associated with such cancellation.
We will only issue a receipt if you request so in writing.
We will use our reasonable endeavours to arrange delivery to the
delivery address given on the order form. Delivery dates are only
given as estimates and we will not be liable for any delay in delivery
of the goods. You will not be entitled to cancel the order or refuse
payment for late delivery.
If we deliver the order in instalments, each delivery will be regarded
as separate contract to be covered by the contract terms, and our
failure to deliver one instalment will not give you the right to reject
the whole order.
If you do not allow us to deliver the goods, or you fail to give us an
address adequate to allow delivery and without just cause (and
provided this is not due to anything we have done or failed to do)
then without jeopardising any other right that we may have under
this contract, we will be allowed to:
Store the goods until actual delivery and charge you additional
storage costs provided that the costs are reasonable. We may
also charge you for the cost of insurance; or
After one month dispose of the goods, and charge you for any
shortfall (or pass to you any excess payment).
You must notify us of any shortfall in the delivery of your order within
5 working days of receipt of the order. Notification may be made by
telephone if followed up in writing, or by fax.
Risk and Title to the Goods
Risk in the goods will pass to you either:
On delivery to the delivery address on the order form;
On delivery to an authorised third party that you have notified to
When we attempt to make delivery but you wrongly fail to take
If delivery is outside Mainland UK, on delivery ex‐factory into the
hands of the party making the delivery on our behalf.
Even though risk may have passed under Clause 7.1, the right of title
in the goods will not transfer to you until we have received full
payment in cash or cleared funds into our bank account.
Hold the goods on our behalf as bailee, and keep the goods
separate from your own property and properly protected,
insured and identified as our property;
Allow us to enter your property or that of a third party where the
goods are stored and take repossession of the goods on an all
moneys due basis. This means that we do not have to show that
the particular item was delivered by us at some point.
Until full title has passed you will not be entitled to mortgage or
charge the goods and if you do this then all the moneys that you owe
us will become immediately due for payment. You are allowed to resell
the goods in the normal course of business but if you do so you
will hold the proportion of any proceeds received on trust on our
behalf as payment for the outstanding debt still owed to us.
We warrant that (subject to the other provisions of these conditions)
upon delivery and for a period of twelve months from the date of
delivery the goods will be free from defects in material and
We shall not be liable for a breach of the warranty unless;
you have given written notice of the defect to us within 5
working days of the time when you discover or (if the damage is
as a result of damage in transit to the carrier) ought to have
discovered the defect; and
we are given a reasonable opportunity after receiving notice of
examining such goods and you (if asked to do so by us) return
such goods to our place of business for inspection at our
cost (such cost to be reimbursed to us in the event that it is
established that we are not in breach of warranty). In the event
that any goods cannot reasonably be returned we reserve the
right to submit a separate quote for on‐site attendance and
repair, (provided that this will be reimbursed to you should the
goods prove to be due to our defect).
We shall not be liable for a breach of warranty if ;
you use the goods after giving notice under 8.2.1;
the defect arises because you failed to follow our oral or written
instructions as to storage, installation, commissioning or
maintenance of the goods or if there are none, good trade
you have altered or repaired the goods without our consent.
You have not paid for the goods in full.
Subject to 8.2 and 8.3 if any of the goods do not conform to the
warranties we shall at our option either repair or replace any goods
(or the defective part) that we have manufactured which you are able
to establish are not working due to our defective workmanship or
materials or refund the price of the goods at the contract rate
provided that if we so request you shall return the defective part or
parts to us. We reserve the right to choose which of the remedies of
repair, replacement or refund are appropriate in the circumstances.
Once the goods have been repaired or replaced or refunded we shall
have no further liability in respect of the said defects.
Any goods returned and replaced will become our property.
Any goods that we sell to you that are manufactured by a third party
are sold with only the manufacturers’ warranty (if any) and you will
have to take up such issue with the manufacturer directly. We do not
offer warranties or guarantees on these goods in any way
whatsoever. Subject to the above we agree on our prior agreement to
accept the return of any faulty third party goods so far as is
reasonably practicable and solely for the purpose of forwarding to
that third party and/or receiving any subsequently repaired goods on
Subject to clause 8.4 above, and clause 8.9 below, our entire liability
in respect of any act or omission as specified above will be limited in
respect of each such claim or series of claims to
£500,000 in respect of physical damage to or loss of tangible
In the case of any other permitted claim under this Clause to the
total fee payable under this contract.
We offer no other warranties on the goods, that is to say we do not
warrant that the goods are of satisfactory quality or that the goods
are fit for a particular purpose or subject to a particular description or
quality standard. We exclude to the fullest extent permitted by law all
warranties conditions or other terms implied by statute or common
Except in the event of death or personal injury caused by our
negligence, we will not be liable to you in any way whatsoever (and
this will include any losses as a result of failing to deliver under Clause
8.8), whether that be under contract, tort or otherwise, for any
consequential loss or damage (whether for loss of profit or otherwise)
costs, expenses or other claims for consequential compensation
(even if due to our negligence) that you may suffer as a result of the
supply of the goods or their use or re‐sale.
In any event we will not be liable for any breach of this contract if the
breach is caused by an event beyond our reasonable control.
Intellectual Property Rights and Confidentiality
You will not use or deal with any of our brochures, catalogues, or
price lists, in such a way as to infringe any intellectual property rights
that we may have in such items. You will also not infringe such rights
in any goods supplied by us whether they are manufactured by us or
by a third party.
If you have supplied us with any designs or information you will
underwrite us in full against any infringement of any third party’s
rights and any liability that we may incur as a result of such
infringement. You warrant that you have the right to disclose to us
any third party information.
Other than specified in Clause 9.4 below, we are and will remain the
absolute owner of all intellectual property rights in any work, which is
made, conceived, created, developed, written, devised or acquired by
us in the course of the provision of the goods under this contract. We
will grant Client a non‐exclusive, non‐transferable and personal
licence to use such intellectual property rights for the period of this
contract or while the goods continues to be used (whichever period is
Each party will keep all details of this contract confidential. This will
not apply if the details were known to that party before entering into
the contract, were told by a third party who was not under an
obligation of confidentiality, or where the details are required to be
disclosed by law or statute.
Where the goods are supplied for export from the United Kingdom,
the provisions of this Clause 10 shall apply in addition to and, in case
of conflict, to the exclusion of the other Clauses hereof
We reserve the right not to supply certain customers or countries and
to require full details of intended use and final destination of the
You shall be responsible for complying with any legislation or
regulations governing the export of goods from the United Kingdom
and importation of goods into the country of destination and for the
payment of any duties taxes or other expenses in connection
We shall be under no obligation to give Notice under Section 32 (3) of
the Sale of Goods Act 1979.
Unless otherwise agreed, payment is due on delivery. Goods shall be
deemed to have been delivered when the invoice has been presented
in the United Kingdom accompanied by appropriate documents of
We reserve the right to charge VAT at the ruling rate until you provide
proof of export of the goods from the United Kingdom.
You shall be responsible for arranging for testing and inspection of
the goods at our premises before shipment. We shall have no liability
for any claim in respect of any defect in the goods which would be
apparent on inspection and which is made after shipment, or in
respect of any damage during transit.
For full details on export orders please discuss with the order office at
time of order.
In the event that a petition is presented or a meeting is convened for
the purpose of either winding‐up your company, or a petition for an
administration order is made or a receiver (including if an
administration receiver) is appointed on your behalf, or a voluntary
arrangement or a petition for bankruptcy is made against you, or any
such similar action is taken against your company or business, then
we will have the immediate right to cancel the contract or suspend
performance of the contract and all moneys will become due for
On termination of this contract for whatever reason
we will be entitled to payment for any goods that we have
properly provided or charges we have incurred in respect of the
provision of those goods prior to the date of termination;
we will immediately return all your records, or if you instruct
otherwise we will arrange for their immediate destruction;
you will immediately cease to use our intellectual property rights
(if any) in any goods.
Non‐Poaching and Publicity
You will not attempt to employ either directly or as consultants any of
our employees or third party sub‐contractors to provide the same or
similar services as provided by us under this contract for a period of
six months after the date of the delivery of the goods without our
prior written permission. We will be entitled to charge a fee
equivalent to the fees charged under this contract by way of
We will be allowed to refer to you in publicity after the completion of
Notices to be given under this contract must be made in writing to
the address written on the order form or such other address as you or
we may notify to the other from time to time. Notices will be sent by
recorded delivery, hand delivered or sent by facsimile transmission,
provided that the original of the fax is then sent by post within 24
hours of the facsimile transmission having been sent.
If any dispute arises in connection with this agreement, the parties
will attempt to settle it by mediation in accordance with the CEDR
Model Mediation Procedure. Unless otherwise agreed between the
parties, the mediator will be nominated by CEDR. To initiate the
mediation a party must give notice in writing (“ADR notice”) to the
other party to the dispute requesting a mediation. A copy of the
request should be sent to CEDR. The mediation will start not later
than 30 days after the date of the ADR notice. No party may
commence any court proceedings OR arbitration in relation to any
dispute arising out of this agreement until it has attempted to settle
the dispute by mediation and either the mediation has terminated or
the other party has failed to participate in the mediation, provided
that the right to issue proceedings is not prejudiced by a delay.
If either of us choose to waive or ignore a breach of the contract,
then this will not prevent us from taking action in respect of the same
type of breach at a future date.
We will not be liable for any breach of the contract as a result of any
circumstance beyond our reasonable control. We will notify you
immediately if such a circumstance arises and work with you to
alleviate the issue, but this will be the total extent of our liability
under this contract.
The contract will be governed by English Law and will come under the
exclusive jurisdiction of the English Courts.
Notwithstanding anything else herein under no circumstances will
Seller be liable for any, indirect, punitive or consequential damages
(including lost profits), whether arising in contract or tort, and under
no circumstances shall Seller be liable for any amounts in excess of
the total amounts actually received by Seller from Buyer.