Terms & Conditions
Trading terms and conditions of Lubetec UK Ltd
These terms and conditions are the contract between you and Lubetec UK Ltd (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them.
They are based on a set written by Net Lawman and released under licence. They protect your rights as well as ours.
I / We are Lubetec UK Ltd a company registered in UK, number 5151672. Our address is Springwell Road, Leeds, LS12 1BH.
Please read this agreement carefully and save it. If you do not agree with it, you should leave our website immediately.
The terms and conditions:
In this agreement:
means any person or business contracted by us to carry Goods from us to you.
means any material in any form published on Our Website by us or any third party with our consent.
means any of the goods we offer for sale on Our Website, or, if the context requires, goods we sell to you.
means pre-defined commercial terms published by the International Chamber of Commerce to describe a specific action or situation.
means any website of ours, and includes all web pages controlled by us.
In this agreement unless the context otherwise requires:
- a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
- these terms and conditions apply to all supplies of Goods by us to any customer. They prevail over any terms proposed by you.
- any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
- Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;
- in this agreement references to a party include references to a person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.
- the headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;
- a reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
- in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated £50 per hour.
- these terms and conditions apply in any event to you as a buyer or prospective buyer of our Goods and so far as the context allows, to you as a visitor to Our Website.
- this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Our contract with you
- This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
- Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
- If you use Our Website in any way and make an order on behalf of another person, you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
- Because we rely on our suppliers, we do not guarantee that Goods advertised on Our Website are available.
- The price of Goods may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy those Goods.
- We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods.
- If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.
- We do not sell the Goods in all countries. We may refuse to deliver the Goods if you live in a country we do not serve.
4. Acceptance of your order
- Your order is an offer to buy from us. Nothing that we do or say will amount to any acceptance of that offer until we actually dispatch the Goods to you. At any point up until then, we may decline to supply the Goods to you without giving any reason.
- Your order is an offer to buy from us. We shall accept your order by [e-mail confirmation]. That is when our contract is made. Our message will also confirm details of your purchase and tell you when we shall despatch your order.
- If we do not have all of the Goods you order in stock, we will offer you alternatives. If this happens you may:
- accept the alternatives we offer;
- cancel all or part of your order;
5. Price and Payment
- The price payable for the Goods that you order is clearly set out on Our Website.
- It is possible that the price may have increased from that posted on Our Website. If that happens, we will not despatch the Goods until you have confirmed that you wish to buy at the new price.
- Prices include UK value added tax. If you show by your delivery address that you reside outside the United Kingdom, VAT will be deducted at the payment point.
- If the item you order is available in parts, you must pay us the full price of your order before we will send any part of it.
- Banking charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.
- Any information given by us in relation to exchange rates are approximate only and may vary from time to time.
- If, by mistake, we have under-priced the Goods, we will not be liable to supply those Goods to you at the stated price, provided that we notify you before we dispatch these to you.
- The price of the Goods does not include the delivery charge which will be charged at the rates applicable at the date you place your order and which will be displayed on a page of Our Website before we ask you to pay.
- If we owe you money (for any reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than 14 days from the date when we acknowledge that repayment is due.
6. Security of your credit card
We take care to make Our Website safe for you to use.
- Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
- If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.
7. Payment on running credit account
This paragraph applies only if credit facilities have been granted to you.
- Payment is due to reach our account before the last day of the month following delivery of the Goods. Kindly note that your cheque may take some days to clear.
- On request, we will supply details of our bank account so as to enable you to pay directly via the Internet or BACS.
- Our accounting system will automatically charge interest to your account after the due date, at the rate of 5 percent per month.
- If money due remains overdue after one month, the rate we charge will be 15%. You agree that this does not represent a penalty but is a reasonable estimate of the loss incurred by us as a result of not having the money.
8. Delivery and pick up
- Goods are delivered within 2-7 days from the day you place an order to purchase the Goods.
- Deliveries will be made by the Carrier to the address stipulated in your order. You must ensure that someone is present to accept delivery.
- If we are not able to deliver your Goods within 2-7 days of the date of your order, we shall notify you by e-mail to arrange another date for delivery.
- We may deliver the Goods in instalments if they are not all available at the same time for delivery.
- Goods are sent at our risk until signed for by you or by any other person at the address you have given to us.
- All Goods must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted the Goods may be retained by the driver. When your Goods arrive it is important that you check immediately the condition and quantity. If your Goods have been damaged in transit, you must refuse the delivery and immediately contact us so that we may dispatch a replacement quickly and minimise your inconvenience.
- Signing "Unchecked", "Not Checked" or similar is not acceptable.
- Goods are sent by courier or post. We will send you a message by email to tell you when we have despatched your order.
- If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
- Some Goods will be delivered direct from the manufacturer who may contact you to arrange delivery. When delivery of the Goods has been arranged directly with the manufacturer, you will be subject to the manufacturer's delivery policy.
- Some Goods are so large and heavy that delivery times may be slightly longer. In this case, approximate delivery dates will be given when you place your order.
- Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence.
- We are happy for you to pick up Goods from our shop/ warehouse provided you make an appointment in advance and payment has been received into our bank. A cheque on arrival is not acceptable.
- If you pick up Goods from our premises then:
- we will not be able to assist you in loading heavy items;
- Goods are at your risk from the moment they are picked up by you or your Carrier from our shop / warehouse;
- you agree that you are responsible for everything that happens after you take possession of the Goods, both on and off our premises, including damage to property of any sort, belonging to any person.
The Goods will be [supplied / carried / delivered] as follows:
- EXW – Ex Works at (named place of delivery).
- FCA – Free Carrier (named place of delivery).
- CPT - Carriage Paid To (named place of destination).
- CIP – Carriage and Insurance Paid to (named place of destination).
- DAT – Delivered at Terminal (named terminal at port or place of destination).
- DAP – Delivered at Place (named place of destination).
- DDP – Delivered Duty Paid (named place of destination).
- FAS – Free Alongside Ship (named port of shipment).
- FOB – Free on Board (named port of shipment).
- CFR – Cost and Freight (named port of destination).
- CIF – Cost, Insurance and Freight (named port of destination).
- All rights, obligations, conditions and matters relating to the above Incoterm shall apply to this contract. So far as any cost is not allocated by the relevant Incoterm, it shall be payable by you.
- You will pay any handling and shipping or other incidental costs and expenses we have incurred or will incur in relation to the Goods.
10. Foreign taxes and duties
- If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.
- You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.
11. Liability for subsequent defects
- We will repair or replace the Goods showing a defect in the following circumstances:
- the defect is reported to us within 7 days of purchase;
- the defect results only from faulty design or manufacture;
- you have returned the defective Goods or parts to us if we have so requested.
- If we agree that we are liable, we will refund the cost of return carriage and will repair or replace the Goods free of charge.
- If we repair or replace Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.
12. Goods returned
These provisions apply in the event that you return any Goods to us for any reason:
- We do not accept returns unless there was a defect in the Goods at the time of purchase or we have agreed in correspondence that you may return them.
- The Goods must be returned to us as soon as any defect is discovered but not later than 14 days
- So far as possible, Goods should be returned:
- with both Goods and all packaging as far as possible in their original condition;
- securely wrapped;
- including our delivery slip;
- at your risk and cost.
- You must tell us by email message to [address] that you would like to return Goods, specifying exactly what Goods and when purchased, and giving full details of the defect or other reason for return. We will then issue a returns note. If you send Goods to us without a returns note, we may not be able to identify sufficient details to enable us to attend to your complaint.
- In returning faulty Goods please encloses with it a note clearly stating the fault and when it arises or arose.
- Some of the Goods are covered by the manufacturer's guarantee for a minimum of 12 months. Please first check the plug, fuse, batteries and the manufacturer's operating instructions.
- If delivery was made to a UK address, you are also protected by the Sale of Goods Act 1979 and Supply of Goods and Services Act 1982.
- If we agree that the Goods are faulty, we will:
- refund the cost of return carriage;
- repair or replace the Goods as we choose.
- The law differs from one country to another. This paragraph applies so far as the applicable law allows.
- All the conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
- We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the Goods, at any time and without advance notice.
- You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
- We give no warranty and make no representation, express or implied, as to:
- the quality of the Goods;
- any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose;
- the correspondence of the Goods with any description;
- the adequacy or appropriateness of the Goods for your purpose;
- the accuracy of any Content on Our Website;
- non-infringement of any right.
- We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website or the purchase of Goods.
- In any event, our liability under this contract is limited, to the maximum extent permitted by law, to the value of the Goods you have purchased.
14. Your account with us
- You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods.
- If you use Our Website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your account.
- You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
15. Intellectual property
- We will defend the intellectual property rights in connection with our Goods and Our Website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
- Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
- You may not use our name or logos or trademarks or any other Content on any website of yours or that of any other person.
- Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
- your failure to comply with the law of any country;
- your breach of this agreement;
- any act, neglect or default by any agent, employee, licensee or customer of yours;
- a contractual claim arising from your use of the Goods;
17. Security of Our Website
If you violate Our Website, we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
- link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- download any part of Our Website, without our express written consent;
- collect or use any product listings, descriptions, or prices;
- collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Website;
- share with a third party any login credentials to Our Website;
- Despite the above terms, we now grant a licence to you to:
- create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any goods in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
- you may copy the text of any page for your personal use in connection with the purpose of Our Website.
18. Miscellaneous matters
- So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
- In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise.
- Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.
- In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- The validity, construction and performance of this agreement shall be governed by the laws of England and Wales / Scotland / Northern Ireland and you agree that any dispute arising from it shall be litigated only in that country.
Website terms and conditions template: international sale of goods to business
- Recognition of our copyright in this document
We assert our copyright in this document. When you downloaded it, you agreed to our terms and conditions, which set out in full how it may and may not be used. Without amending those terms, we remind you that you may not distribute it further or republish it in any way without permission from Net Lawman. Solicitors, accountants and other professional advisers may re-use the document as for any legal precedent.
Once you have edited the document for final use, you may remove the copyright notice in the footer.
- Document review service
If you would like our legal team to check your edited version, we offer a document review service.
Please contact our support team at email@example.com for further information.
Paragraph specific notes:
Notes numbering refers to paragraph numbers.
Every business is different, not only in terms of the product or service being offered, but also the processes. The defined terms that we use are unlikely to suit most businesses perfectly.
By all means use the search and replace function in your word processor to change them, either to other general adjectives, or to specific product or service names. For example:
you might decide to change to
“Products or Water Coolers”/ “Home Appliances”
“The WaterCooler Site” / “The Site”
But if you do change the defined word, make sure it applies to every use of it in the document.
Remember too, that when a word or phrase is defined, the defined meaning, capitalised, takes precedence over the common meaning of that word or phrase.
You should first decide on the contents of the document, then return to check what definitions are needed and whether they really fit the text you have left in place.
Leave these items in place unless there is a good reason to remove. There are some places where you will are required to edit the paragraphs.
- Our contract with you
This paragraph prevents a party from later saying he was relying on some other document or web site or conversation. With the exception of editing 3.3, leave these items in place.
- Acceptance of your order
This paragraph establishes the contract. This is very important in an Internet contract because there are so many places in the buying procedure where it could be claimed that the contract has been completed. By leaving the point at which the contract is formed as late as possible, you avoid a position arising where:
- you hold your customers’ goods; or
- every piece of advertising or information on your website could constitute an offer; or
- a customer could claim goods that you inadvertently priced wrongly; or
- goods are provided later than you expected or represented.
There are three options. Make quite sure that one of these accurately reflects the way your order process works.
- Price and Payment
You must edit these paragraphs to make sure that they reflect how your business works.
- Security of your credit card
This paragraph is more for information than contractual commitment. We have included it here because many users are reluctant to make payment, so this assurance given at the point of sale will allay their fears.
For payment, you may have various alternatives like the PayPal, BACS and cheque. Edit this paragraph accordingly.
- Payment on running credit account
There is no need to write into your terms your requirements for giving credit. First, you need absolute flexibility and second, it is not a contractual matter but a concession by you.
The only contractual requirement is the charging of interest. Most customers assume that if they pay late, there will be no problem. That is unfair to the seller. This provision is written to give the impression that the automated system is in charge and not the kind customer service representative with whom the customer negotiated the deal. If you choose not to charge interest, that is fine, of course.
This provision will be most useful when a customer has problems but eventually pays after a long delay.
The mention of “not a penalty” is necessary because a higher rate of interest would otherwise be regarded as a penalty. That provision would be void in law.
If you don’t take payment on credit, you may delete this entire paragraph.
- Delivery and pick up
As for the paragraph on price and payment, there are many alternative ways that your business could work. Edit these paragraphs to suit your business.
These are incoterms - standard, internationally recognised options for transportation. They are only applicable if you export. If you sell only to UK customers, they should not be applicable, and you can delete this entire section.
If you choose to use an incoterm, use one only and delete the others.
An explanation of the incoterms follows.
The seven rules defined by Incoterms 2010 for any mode(s) of transportation are:
EXW – Ex Works (named place of delivery)
The seller makes the Goods available at its premises. This term places the maximum obligation on the buyer and minimum obligations on the seller. The Ex Works term is often used when making an initial quotation for the sale of Goods without any costs included. EXW means that a seller has the Goods ready for collection at his premises (works, factory, warehouse, plant) on the date agreed upon. The buyer pays all transportation costs and also bears the risks for bringing the Goods to their final destination. The seller doesn't load the Goods on collecting vehicles and doesn't clear them for export. If the seller does load the good, he does so at buyer's risk and cost. If parties wish seller to be responsible for the loading of the Goods on departure and to bear the risk and all costs of such loading, this must be made clear by adding explicit wording to this effect in the contract of sale.
FCA – Free Carrier (named place of delivery)
The seller hands over the Goods, cleared for export, into the disposal of the first carrier (named by the buyer) at the named place. The seller pays for carriage to the named point of delivery, and risk passes when the Goods are handed over to the first carrier.
CPT - Carriage Paid To (named place of destination)
The seller pays for carriage. Risk transfers to buyer upon handing Goods over to the first carrier.
CIP – Carriage and Insurance Paid to (named place of destination)
The containerized transport/multimodal equivalent of CIF. Seller pays for carriage and insurance to the named destination point, but risk passes when the Goods are handed over to the first carrier.
DAT – Delivered at Terminal (named terminal at port or place of destination)
Seller pays for carriage to the terminal, except for costs related to import clearance, and assumes all risks up to the point that the Goods are unloaded at the terminal.
DAP – Delivered at Place (named place of destination)
Seller pays for carriage to the named place, except for costs related to import clearance, and assumes all risks prior to the point that the Goods are ready for unloading by the buyer.
DDP – Delivered Duty Paid (named place of destination)
Seller is responsible for delivering the Goods to the named place in the country of the buyer, and pays all costs in bringing the Goods to the destination including import duties and taxes. This term places the maximum obligations on the seller and minimum obligations on the buyer.
Rules for Sea and Inland Waterway Transport
The four rules defined by Incoterms 2010 for international trade where transportation is entirely conducted by water are:
FAS – Free Alongside Ship (named port of shipment)
The seller must place the Goods alongside the ship at the named port. The seller must clear the Goods for export. Suitable only for maritime transport but NOT for multimodal sea transport in containers (see Incoterms 2010, ICC publication 715). This term is typically used for heavy-lift or bulk cargo.
FOB – Free on Board (named port of shipment)
The seller must load themselves the Goods on board the vessel nominated by the buyer. Cost and risk are divided when the Goods are actually on board of the vessel (this rule is new!). The seller must clear the Goods for export. The term is applicable for maritime and inland waterway transport only but NOT for multimodal sea transport in containers (see Incoterms 2010, ICC publication 715). The buyer must instruct the seller the details of the vessel and the port where the Goods are to be loaded, and there is no reference to, or provision for, the use of a carrier or forwarder. This term has been greatly misused over the last three decades ever since Incoterms 1980 explained that FCA should be used for container shipments.
CFR – Cost and Freight (named port of destination)
Seller must pay the costs and freight to bring the Goods to the port of destination. However, risk is transferred to the buyer once the Goods are loaded on the vessel (this rule is new!). Maritime transport only and Insurance for the Goods is NOT included. This term is formerly known as CNF (C&F).
CIF – Cost, Insurance and Freight (named port of destination)
Exactly the same as CFR except that the seller must in addition procure and pay for the insurance. Maritime transport only.
- Foreign taxes and duties
It is important to make this point clear if any of your sales are to other countries. It is not simply a question of avoiding expense or dealing with these matters yourself. More important is that if you tangle with the tax authorities of a foreign government, you may find yourself on the wrong side of the law if you later travel to that country.
- Liability for subsequent defects
The Law lays down these minimum standards. You do not have to offer more in the UK.
You do not have to offer anything at all to foreign buyers. However, you might decide that bad Internet publicity is more than enough to incentivise you to look after the goodwill of your customers.
- Goods returned
This paragraph provides for the alternative of stating your returns policy on your website. You could argue that a customer is unlikely to have your terms and conditions at hand when he wants to return goods.
It may be easier to edit text on a web page than to change your T&C document. The problem that may arise is that what you say on your website may not be contractually binding. If you are selling low value goods, it is unlikely to matter, but if each sale is high value you need to get it right. The best course is to set out your conditions for return both in the T&C document and on your website.
Disclaimers are not always binding. The law is complicated and much depends on the facts of each case. Our best advice to you is to include these disclaimers so far as they apply to your business, but do not expect that you can conduct your business with disregard to basic moral principles. The Sale of Goods Act and Misrepresentation Act and many others still apply.
- Your account with us
These terms provide some protection in case of customer disputes about use of an account. We recommend leaving these if your website records customer information for subsequent purchases. If they are not applicable, remove them.
- Intellectual property
Few business managers appreciate just how much IP is owned by the business. There is an enormous variety of IP rights, from domain names to trade marks.
We suggest that you edit these paragraphs, but keep them within the document.
We suggest no edits.
- Security of Our Website
These paragraphs may sound overly strong, but they aim both to protect your business and to dissuade misuse of your website. We recommend that you leave all these in place.
- Miscellaneous matters
A number of special points. Unless you have a good reason to delete any one of these, we recommend that they should remain as drawn.
Email communications are usually binding in the UK, but may not be, elsewhere. In any case, not everyone is aware of the legal position. If your business is such that you do not want email to be binding, you may specify that to be the case and so it will be.
Take care before agreeing to accept service by e-mail. It may be convenient, but you could miss or accidentally delete the message.
Rights of Third Parties Act - We have provided reference of two Acts. By all means select the one according to your jurisdiction clause.
End of notes