Leadtime CA shall provide the Goods and Services (as defined below) in accordance with these terms and conditions.
Whereby it is agreed as follows:
1. Definitions and Interpretation

1.1. Definitions

In these Conditions, the following definitions apply:
LEADTIME CA: means Leadtime CA International or any subsidiary or associate thereof as such terms are defined in the Companies Act 2006 (as amended from time to time) but excluding any such subsidiary or associate company registered in the United States or Canada.
"Applicable Law" means any applicable law, statute, bye-law or regulation in force from time to time including anti-bribery law and data protection law.
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
"Conditions" means the terms and conditions set out in this document as amended from time to time in accordance with clause 17.2.
"Contract" means the contract between Leadtime CA and the Customer for the supply of Goods, Services, Repairs, and/or Testing, entered into in accordance with these Conditions which consists of the Order, Order Confirmation and these Conditions.
"Customer" means the party from whom an Order is received by Leadtime CA.
"Customer Default" has the meaning given in clause 7.2.
"Factory New Goods" means Goods supplied in the manufacturer’s original packaging.
"Force Majeure Event" means any event outside the reasonable control of the relevant party affecting its ability to perform any of its obligations under the Contract including natural disaster, earthquake, epidemic, fire, flood, lightning, war, revolution, acts of terrorism, riot or civil commotion, imposition of sanctions, embargo, or breaking off of diplomatic relations, pandemic (including governmental restrictions in respect of such), any labor or trade dispute, strikes, industrial action or lockouts, and any non-performance by suppliers or subcontractors.
"Goods" means the goods (including Factory New Goods and Non-Factory New Goods) set out or referred to in the relevant Order or the Order Confirmation issued by Leadtime CA.
"Goods Specification" means the description of Goods provided by Leadtime CA.
"MSA" means the Modern Slavery Act 2015.
"Non-Factory New Goods" means any Goods which are not Factory New Goods.
"Order" means an order placed by the Customer for Goods, Repairs and/or Services, whether in formal writing, email or verbally.
"Order Confirmation" means the confirmation of in respect of an Order, issued by Leadtime CA to the Customer whether in formal writing, email or verbally, which may for the avoidance of doubt take the form of Leadtime CA issuing an invoice in respect of an Order, delivering the Goods or performing the Services.
"Price" means the price for Goods, Services and/or Repairs set out in an Order Confirmation in respect of which a Contract has been entered into.
"Leadtime CA" means Leadtime Canada or any subsidiary or affiliate thereof as set out as the contracting entity on the Order Confirmation.
"Leadtime CA Materials" means all materials, equipment, documents and other property of Leadtime CA.
"Repair Items" means items sent to Leadtime CA by the Customer for Repairs and which Leadtime CA have agreed to receive for the purposes of Repair.
"Repaired Items" means Repair Items that have been subject to Repairs made by Leadtime CA.
"Service Specification" means the written description or specification of the Services provided by or made available by Leadtime CA.
"Services" means the Repairs, Testing and on-site services, supplied by Leadtime CA or its selected sub-contractor to the Customer as set out in the Service Specification below.
"Testing" means testing and cleaning of items undertaken by Leadtime CA on items supplied by Customers.
"Warranty Period" as the meaning given to that term in clause 4.1.

1.2. Interpretation

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written excludes fax but not email.
1.3. This clause 1 shall survive expiry or earlier termination of the Contract.

2. BASIS OF CONTRACT

2.1. The Order will detail the type and quantity of Goods and/or Services requested. The Customer is responsible for ensuring the completeness and accuracy of the Order. The Order, when placed by the Customer with Leadtime CA, constitutes an offer by the Customer to purchase the Goods and/or Services from Leadtime CA, subject to these Conditions. Leadtime CA reserves the right to accept or decline the offer at its discretion.

2.2. The acceptance of the Order occurs when Leadtime CA sends an Order Confirmation to the Customer. Upon Leadtime CA sending the Order Confirmation, the parties enter into the Contract for the specified Order. Both parties are bound by their respective obligations under these Conditions regarding the Contract. A binding Contract is only formed when Leadtime CA issues an Order Confirmation for an Order.

2.3. The Contract is formed and governed by these Conditions. These Conditions apply exclusively to the supply of all Goods and/or Services by Leadtime CA to the Customer, overriding any other terms and conditions sought to be imposed or incorporated by the Customer or implied by trade, custom, practice, or in the course of dealing. In case of conflict between the terms of an Order, contract, purchase order, invoice, or similar document and these Conditions, the provisions of these Conditions prevail.

2.4. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Leadtime CA.

2.5. The Customer explicitly acknowledges that it is not entering into the Contract as a consumer.

2.6. Unless expressly stated otherwise in these Conditions or the Order Confirmation, any samples, drawings, descriptive matter, or advertising provided by Leadtime CA, as well as any descriptions or illustrations in Leadtime CA's catalogues or brochures, are intended solely to provide an approximate idea of the Goods and/or Services and do not form part of the Contract or have any contractual force.

2.7. Quotations from Leadtime CA do not constitute an offer or an Order Confirmation.

2.8. Both parties shall comply with their obligations under Applicable Law when acting under or in connection with the Contract.

3. Goods and Delivery

3.1. The Goods are described as outlined on the Leadtime CA website (accessible here: https://www.Leadtime CA.com) and in any applicable Goods Specification.

3.2. Leadtime CA reserves the right to modify the Leadtime CA website or any Goods Specification if required by any applicable statutory or regulatory requirements.


3.3. If the quoted Price includes carriage, Leadtime CA shall not be responsible for loss or damage to any Goods during transit unless the Customer provides notice of such loss or damage to the carriers, and to Leadtime CA, verbally within 24 hours, and in writing within 5 days, from the date of delivery.

3.4. In cases where the Customer requests Leadtime CA to expedite the delivery of Goods (for instance, for same-day delivery), Leadtime CA may arrange specific types of carriage at the Customer's expense, and Leadtime CA will have no liability or obligation for that delivery.If, due to the Customer's instructions or lack thereof, Leadtime CA cannot dispatch the Goods within seven (7) days after notifying the Customer that they are ready for dispatch, the Goods will be considered delivered.

3.5. Leadtime CA is entitled to arrange insurance and storage, and the Customer must reimburse Leadtime CA's
reasonable charges for such insurance or storage. The Goods will be invoiced, and the Customer must pay the invoice as per the Contract. Once the Customer provides the necessary instructions for dispatch, Leadtime CA will proceed accordingly.

3.6. Leadtime CA is not responsible for export, demurrage charges, and/or customs charges. The Customer is responsible for obtaining any required import or export licenses, certificates of origin, or other necessary documents and for paying all applicable customs, duties, and taxes (both present and future) for the delivery of the Goods.

3.7. Leadtime CA is not liable for any additional costs resulting from delay in unloading or delivery.

3.8. Any dates provided for the delivery of Goods are estimates only. No warranty is given for the specific time of delivery, and time of delivery is not of the essence. Leadtime CA is not liable for any delay in delivery caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions or any other instructions relevant to the supply of the Goods. Additionally, Leadtime CA is not liable for delays less than four (4) months from the original estimated time of delivery.

3.9. If Leadtime CA fails to deliver the Goods, its liability is limited to the direct cost incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods.

3.10. Goods supplied by Leadtime CA may be unused but repackaged, or used. Leadtime CA provides no warranty that the Goods are brand new unless the Goods are specified in the applicable Order Confirmation as 'Factory New'.

4. Warranty for Goods and Repaired Items

4.1. Subject to clause 12, Leadtime CA warrants that, at the point of delivery, and for a period of:

a. One (1) year from the date of delivery, Factory New Goods shall conform in all material respects with the applicable Goods Specification.
b. One (1) year from the date of delivery, all Non-Factory New Goods shall conform in all material respects to the applicable Goods Specification.
c. One (1) year from the date of delivery (subject to clause 4.2), all Repaired Items shall conform with their applicable description and will remain functional in respect of the Repair (but for the avoidance of doubt, Leadtime CA provides no warranty in respect of the performance of the Repaired Item where such performance is unrelated to the Repair), and each such period is a (Warranty Period).
4.2. Notwithstanding the above, Leadtime CA expressly provides no warranty as to the future functionality of Repaired Items that are robotic or the subject of testing, except that any Repairs and Testing to be carried out on such Repaired Items shall be done in good faith.
4.3. Subject to clause 4.3, if:

The Customer gives written notice to Leadtime CA that a Good or Repaired Item does not comply with the respective warranty set out in clause 4.1;
b. Such notice is provided during the applicable Warranty Period; and
c. Leadtime CA is given a reasonable opportunity to examine the relevant Good or Repaired Item,
Leadtime CA shall, at its discretion, either (i) repair or replace the defective Good or Repaired Item; or (ii) refund the Price paid (or offer credit against such Price where the Price has not yet been paid) for the aspect of the Good or Repaired Item found to be defective.
4.4. Leadtime CA shall not be liable for the failure of Goods or Repaired Items to comply with the warranties set out in clause 4.1 in any of the following events:

a. The Customer, any end user, or any installer failed to follow Leadtime CA’s oral or written instructions regarding the storage, commissioning, installation, use, and maintenance of the Goods and/or Repaired Items, and (if there are none) good industry practice regarding the same.
b. The Customer, any end user, or any installer alters or repairs such Goods or Repaired Items without the written approval of Leadtime CA.
c. The defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.

4.5. All terms implied by statute are excluded to the fullest extent permitted by law.

5. TITLE AND RISK

5.1. Risk of damage to or loss of the Goods shall pass to the Customer on delivery, or if the Customer wrongfully fails to take delivery of the Goods, at the time when Leadtime CA has tendered delivery of the Goods (in which case clause 3.5 shall apply).

5.2. Full legal and equitable property in the Goods will remain with Leadtime CA and shall not pass to the Customer until Leadtime CA receives payment in full in cash or cleared funds (including any interest) for:


a. the Goods; and
b. any other goods that Leadtime CA has supplied to the Customer in respect of which payment has become due.

5.3. Until such time as property in the Goods has passed to the Customer, the Customer shall:

a. Hold the Goods as Leadtime CA's fiduciary agent and bailee.
b. Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Leadtime CA property.
c. Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.
d. Maintain the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery.
e. Notify Leadtime CA immediately if it becomes subject to any of the events listed in clause 10.2.
f. Provide Leadtime CA with such information relating to the Goods as Leadtime CA may require from time to time.

5.4. Subject to clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Leadtime CA receives payment for the Goods (as principal and not as Leadtime CA’s agent), in which event title to the Goods shall pass to the Customer immediately before the time of resale. However, if the Customer resells the Goods before Leadtime CA receives payment for them, the Customer will hold on trust for Leadtime CA so much of the proceeds of sale received by it, under contracts which include any of the Goods hereby sold either in their original or altered state, as are necessary to discharge payment in full to Leadtime CA.

a. Any sale shall be effected in the ordinary course of the Customer's business at full market value.
b. The Customer shall hold as trustee for Leadtime CA so much of the proceeds of any such sale received by it, which shall not be mixed with any other monies and shall at all times be identifiable as, and available to Leadtime CA as, a fund from which the Customer's liabilities to Leadtime CA, whether in respect of the Contract or otherwise, can at the discretion of Leadtime CA be discharged.

5.5. If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 10.2, then, without limiting any other right or remedy Leadtime CA may have:

a. The Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately.
b. Leadtime CA may at any time require the Customer to deliver up all Goods in its possession which have not been resold or irrevocably incorporated into another product; and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6. Supply of the Services

6.1. Leadtime CA warrants that it shall provide the Services to the Customer in accordance with the Service Specification in all material respects, except to the extent the Services are Repairs or Testing, in which case the clause 4 applies to such.

6.2. Any performance dates specified by Leadtime CA for delivery or completion of the Services shall be estimates only, and time shall not be of the essence for the performance of the Services. Leadtime CA shall have no liability for delay in the delivery of Services provided that such Services are delivered within 4 months of when estimated.

6.3. Leadtime CA shall have the right to make any changes to the Services which are necessary to comply with any Applicable Law or safety requirement, or which do not materially affect the nature or quality of the Services, and Leadtime CA shall notify the Customer in any such event.

6.4. Where the Services are Repairs, Leadtime CA may, at its option, perform Testing on the Repair Item. Where Testing reveals that the Repair Item does not require Repairs, Leadtime CA may charge a reasonable fee for the performance of the Testing as the Price for such Testing.

7. Customer's Obligations

7.1. The Customer shall:
a. Cooperate with Leadtime CA in all matters relating to the Goods and Services.
b. Prepare and facilitate the Customer's receipt of delivery of Goods and/or Repaired Items at the designated site so that such delivery can be performed by or on behalf of Leadtime CA.
c. Sign any delivery note accompanying delivered Goods and/or Repaired Items.
d. Employ and maintain appropriate, up-to-date, and accurate traceability records to enable the immediate return of any Goods or batches of Goods to Leadtime CA in the event of a product recall, and such records shall be available for inspection by Leadtime CA.
e. Provide Leadtime CA, its employees, agents, consultants, and subcontractors with access to the Customer's premises, office accommodation, and other facilities as reasonably required by Leadtime CA to provide the Services.
f. Provide Leadtime CA with such information and materials as Leadtime CA may reasonably require to supply the Services and ensure that such information is accurate in all material respects.
g. At the Customer’s cost, where Leadtime CA is to perform the Services at a site that is not owned or licensed by Leadtime CA:

I. Prepare the site in all material respects so that the Services may begin on time and without delay, and without further preparatory work not specifically agreed and costed by Leadtime CA.
II. Take out and maintain in force, during the period in which the Services are being performed, insurance with a reputable insurance company. Provide Leadtime CA with a corresponding certificate of insurance and otherwise provide evidence of such to Leadtime CA upon request, reflecting the following coverage:

A. Public liability insurance with a minimum coverage of $5,000,000 USD per occurrence in the annual aggregate.

B. Professional liability insurance with a minimum coverage of $5,000,000 USD in the annual aggregate.

C. Cybersecurity insurance with a minimum coverage of $5,000,000 USD per occurrence in the annual aggregate.

D. Employer's liability insurance.

h. Prepare or deliver any items (including Repair Items) in all material respects to the extent necessary so that the Services may begin on time and without delay, and without further preparatory work not specifically agreed and costed by Leadtime CA.
i. Obtain and maintain all necessary licenses, permissions, and consents which may be required for the Services before the date on which the Services are to start.
j. Keep and maintain all Leadtime CA Materials at the Customer's premises in safe custody at its own risk, maintain Leadtime CA Materials in good condition until returned to Leadtime CA, and not dispose of or use Leadtime CA Materials other than in accordance with Leadtime CA's written instructions or authorization.
7.2. If Leadtime CA's performance of any of its obligations in respect of the Goods or Services is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any of its obligations (Customer Default):

a. Leadtime CA shall, without limiting its other rights or remedies, have the right to suspend performance of the Services and/or further delivery of the Goods until the Customer remedies the Customer Default. Leadtime CA shall be relieved from the performance of any of its obligations to the extent the Customer Default prevents or delays Leadtime CA's performance of any of its obligations.
b. Leadtime CA shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Leadtime CA's failure or delay to perform any of its obligations caused directly or indirectly by a Customer Default.
c. The Customer shall reimburse Leadtime CA on written demand for any costs or losses sustained or incurred by Leadtime CA arising directly or indirectly from the Customer Default.


8. Charges and Payment

8.1. The Price is exclusive of the costs and charges of packaging, insurance, and transport, which shall be invoiced by or on behalf of Leadtime CA to the Customer unless otherwise stated in writing and agreed by Leadtime CA.

8.2. The Price for Services is exclusive of any expenses reasonably incurred by Leadtime CA and its personnel and subcontractors engaged in connection with the Services, including, but not limited to, traveling expenses, hotel costs, subsistence, and any associated expenses. Additionally, the cost of services provided by third parties and required by Leadtime CA for the performance of the Services, as well as the cost of any materials, shall be recoverable in addition to the Price from the Customer. Leadtime CA may invoice, and the Customer shall accordingly pay, for such expenses.


8.3. Leadtime CA reserves the right to increase the Price of the Goods and/or Services by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to Leadtime CA that is due to:

a. Any factor beyond the control of Leadtime CA (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs).
b. Any request by the Customer to change the delivery date(s), quantities, or types of Goods and/or Services ordered, or the Goods Specification or Services Specification.
c. Any delay caused by any instructions of the Customer or failure of the Customer to give Leadtime CA adequate or accurate information or instructions.

8.4. Leadtime CA shall be entitled to invoice the Customer on or at any time after dispatch for Goods and performance for Services. Leadtime CA may deliver Orders by instalments, which may be invoiced and paid for separately.

8.5. The Customer shall pay each invoice submitted by Leadtime CA:

a. In line with payment terms agreed in writing (including in email) between the parties or where no such payment terms have been agreed, within thirty (30) days of the date of the relevant invoice.
b. In full and in cleared funds to a bank account nominated in writing by Leadtime CA.

8.6. The Price of the Goods and/or Services is exclusive of amounts in respect of value-added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Leadtime CA, pay to Leadtime CA such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services.

8.7. If the Customer fails to make any payment due to Leadtime CA under the Contract by the due date for such payment, then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

8.8. The Customer shall pay all amounts due under the Contract in full without any setoff, counterclaim, deduction, or withholding (except for any deduction or withholding required by law).

9. Returns Policy

9.1. Leadtime CA operates a returns policy for Goods ordered in error. This does not apply to items that are not routinely held in stock by Leadtime CA. Where a customer seeks to return Goods for reasons other than Leadtime CA’s fault, Leadtime CA may, in its sole discretion, offer a refund of up to 75% of the Price minus any costs incurred by Leadtime CA associated with their initial delivery and return. No refund will be provided unless the Goods are returned in a manner that allows them to be sold by Leadtime CA for at least the same price as they were sold to the Customer. Specifically but without limitation, the Goods packaging must not have been opened. No refund will be considered unless the Goods are returned by the Customer within 5 days of their receipt.

10. Termination and suspension

10.1. The Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply.
10.2. The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer.

a. (Being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made for, or in connection with, the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer.
b. (Being a company) an application is made to court, or an order is made for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer.
c. (Being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver.
d. A person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets.
e. (Being an individual) the Customer is the subject of a bankruptcy petition or order.
f. A creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.
g. Any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(a) to clause 10.2(f) (inclusive).
h. The Customer suspends, threatens to suspend, ceases, or threatens to cease, to carry on all or a substantial part of its business.
i. The Customer's financial position deteriorates to such an extent that in Leadtime CA’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
j. (Being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

10.3. Without limiting its other rights or remedies, Leadtime CA may suspend the provision of the Goods and/or Services under the Contract or any other contract between the Customer and Leadtime CA if the Customer becomes subject to any of the events listed in clause 10.2(a) to clause 10.2(l), or Leadtime CA reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due to Leadtime CA on the due date for payment. Leadtime CA shall have no liability to the Customer for suspension properly exercised under this clause.

11. Consequences of Termination

11.1. On termination of the Contract for any reason, the Customer shall immediately pay to Leadtime CA all of Leadtime CA’s outstanding unpaid invoices and any interest due.

11.2. Termination of the Contract, however arising, shall not affect either of the parties' rights, remedies, obligations, and liabilities that have accrued as at termination.

11.3. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

11.4. This clause 11 shall survive expiry or earlier termination of the Contract.


12. Limitation of Liability USA Contracts

12.1. The limitations in clause 12 shall apply only to those Contracts not subject to clause 13. For the avoidance of doubt, the limitations in clause 12 shall apply to International Supply Contracts.

12.2. Nothing in the Contract shall limit or exclude Leadtime CA's liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable);
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
d. breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982;
e. defective products under the Consumer Protection Act 1987; or
f. any matter in respect of which it would be unlawful for Leadtime CA to exclude or restrict liability.

12.3. Subject to clause 12.2, Leadtime CA shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise or that of its agents, or employees, for:

a. loss of profit, anticipated savings, contract, business, depletion of goodwill and/or similar losses
b. loss of Goods where risk has passed to the Customer in accordance with the Contract;
c. loss of production, shut down or non-operation;
d. the cost of demobilization, disassembly, or reconstruction;
e. the cost of renting or leasing a back-up unit, cost of renting or leasing a crane and any form of manipulator, costs of transportation for obtaining replacement equipment or components;
f. loss or corruption of data or information;
g. any loss of government grant or similar financial allocation;
h. any loss of trust status or similar;
i. any special, indirect, or consequential loss; or
j. any pure economic loss, costs, damages, charges, or expenses.

12.4. All free issue material, equipment, and goods provided by the Customer and intended for incorporation into the works of Leadtime CA, and all Repair Items shall be at the Customer's risk as regards any loss or damage, howsoever caused. If any such loss is caused by Leadtime CA, it shall provide substitute materials and/or Repair Items supplied by the Customer, at no additional charge, but shall have no further liability to the Customer whatsoever.

12.5. Leadtime CA’s total liability to the Customer, whether arising in tort (including negligence), contract, breach of statutory duty, or otherwise, in respect of all claims arising under or in connection with the Contract for the supply of Goods and/or Services shall be limited to ten thousand pounds sterling ($10,000).

12.6. Leadtime CA’s total liability to the Customer, whether arising in tort (including negligence), contract, breach of statutory duty, or otherwise, for defects in the supply of Services shall be limited to the amount paid by the Customer to Leadtime CA for the Services in the 12 months prior to the event giving rise to the claim.

12.7. Where so instructed in Leadtime CA’s installation instructions for a product, the Customer accepts responsibility for the recording of the location of installation of any Goods supplied by Leadtime CA. Leadtime CA shall have no liability for additional losses or costs incurred by the Customer or its customers caused by the failure to record the precise location of installation of each individual item of Goods.

12.8. This clause 12 shall survive expiry or earlier termination of the Contract.

13. Force Majeure

13.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.

14. Modern slavery act

14.1. The Customer shall take reasonable steps to ensure that slavery and human trafficking (as defined in section 54 of the MSA) is not taking place in any of its supply chains or in any part of its own business. The Customer shall, at Leadtime CA's request, provide Leadtime CA with a statement of any such steps it has taken, and such other information as Leadtime CA may reasonably require to enable it to prepare a slavery and human trafficking statement in accordance with the MSA. The Customer shall notify Leadtime CA immediately if it becomes aware of any actual or suspected slavery or human trafficking in a supply chain that has a connection with the Contract.

15. Confidentiality

15.1. Each party shall at all times during and after the termination of the Contract treat as strictly confidential all information received or obtained as a result of entering into or performing the Contract which relates to the provisions or subject matter of the Contract, to any other party, or the negotiations relating to the Contract.

15.2. Any party may disclose information which would otherwise be confidential if and to the extent:


a. It is required to do so by law or any securities exchange or regulatory or governmental body to which it is subject wherever situated.
b. It considers it necessary to disclose the information to its professional advisers, auditors, and bankers provided that it does so on a confidential basis.
c. The information has come into the public domain through no fault of that party.
d. The information was previously disclosed to it without any obligation of confidence.
e. The party to whom it relates has given its consent in writing.

15.3. No announcement concerning the terms of the Contract shall be made by or on behalf of either party without the prior written consent of the other, such consent not to be unreasonably withheld or delayed.

15.4. This clause 15 shall survive expiry or earlier termination of the Contract.

16. Subcontracting and Assignment

16.1. Leadtime CA retains the right to, at any given time, assign, transfer, mortgage, charge, subcontract, or handle in any other way its complete or partial rights and obligations outlined in the Contract.

16.2. The Customer is not allowed to assign, transfer, mortgage, charge, subcontract, establish a trust over, or manage in any other way any or all of its rights or obligations specified in the Contract without obtaining the prior written consent of Leadtime CA.


17. Miscellaneous

17.1. The Contract represents the complete agreement and understanding between the parties concerning the subject matter of the Contract, overriding any previous agreements, representations, understandings, or arrangements between the parties, whether oral or written, regarding such subject matter. Each party acknowledges that, upon entering the Contract, it does not rely, and has not relied, on any representation (whether negligent or innocent), statement, or warranty made or agreed to by any person (whether a party to the Contract or not) except those expressly outlined in the Contract.
17.2. No changes to the Contract, including the addition of any extra terms and conditions, shall be effective unless made in writing and signed by Leadtime CA, except as explicitly detailed in these Conditions.
17.3. No specific term of the Contract, nor any implied term under it, is enforceable according to the Contracts (Rights of Third Parties) Act 1999 or by any person who is not a party to it.
17.4. The Contract can be executed in multiple counterparts by the parties, but it will not be effective until each party has executed at least one counterpart. Each counterpart, once executed, serves as an original of the Contract, and together, all counterparts constitute one document.
17.5. Any written notice or communication provided to a party under or in connection with the Contract shall be deemed received according to the provisions of clauses 17.5 and 17.6.
17.6. If any provision or part-provision of the Contract becomes invalid, illegal, or unenforceable, it will be modified or deleted to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the relevant provision or part-provision will be deemed deleted, without affecting the validity and enforceability of the remaining portions of the Contract.
17.7. If one party notifies the other of the possibility that any provision or part-provision of the Contract is invalid, illegal, or unenforceable, the parties will negotiate in good faith to amend such provision.
17.8. A waiver of any right or remedy under the Contract or law is effective only if given in writing. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
17.9. The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.
17.10. This clause 17 will persist even after the expiry or earlier termination of the Contract.

18. Data Privacy and International Data Transfer

18.1. Location of Data Processing and Storage: We meticulously design, construct, and manage our systems to ensure the utmost safety of your data at every stage, including processing, transit, and storage. All personal data is securely stored and processed in compliance with Leadtime CA’s privacy policy, accessible at enter link here.
18.2. Please be aware that specific data, such as customer order processing data and Google Analytics data, may be transferred beyond the borders of the CA and the European Economic Area (EEA). By accessing our websites or requesting product or order data, data subjects acknowledge and understand that this data may be securely transferred to locations beyond the CA and EEA.