Standard Terms & Conditions of Sale

Last updated: 14 August 2025

Interpretation
Acceptance of orders
Price
Programme/Delivery
Damage or loss in transit
Payment
Retention of title
Cancellation
Subcontracting
Guarantee
Liability
Non Performance
Indemnity
Hazards
The Customer’s Obligations
General

1. Interpretation

In these Conditions:

Business Days means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Company means learnd UK limited.
Agreement means the agreement between the Company and the Customer for the supply of Goods, the Installation and/or the Services in accordance with these Conditions.
Goods means the goods as set out in the Quote.
Installation means the installation works and services to be provided by the Company as set out in the Quote.
Order means the Customer’s written approval of the Company’s Quote.
Order Confirmation has the meaning given in sub clause B2.
Quote means the Company’s quotation for the goods to be provided and the installation and other services to be carried out by the Company provided to the Customer in writing, as the same may be amended prior to the Company issuing an Order Confirmation.
Services means the services to be provided by the Company as set out in the Quote.

2. Acceptance of orders

The Order constitutes an offer by the Customer to purchase Goods, Installation and/or Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order (an “Order Confirmation”) at which point and on which date the Agreement shall come into existence.
Any Company materials including samples, sales literature, manuals, drawings, specifications, quotations or other descriptive matter (“Information”) are not an offer to create an Agreement, nor shall they form part of the Agreement.
These Conditions apply to the Agreement to the exclusion of any other terms and conditions which the Customer may purport to apply or seek to impose or incorporate or which are implied by law, trade custom, practice or course of dealing.
Any Quote provided by the Company shall not constitute an offer, and is only valid for a period of 30 Business Days.
The Company reserves the right to accept any changes in the manufacturer’s specification of the Goods:
1. in order to conform with any applicable statutory or regulatory requirements; or
2. where the Goods are not readily available or cannot be obtained at reasonable cost, if such changes do not materially affect the quality or performance of the Goods.
Where the Company becomes aware of a change in the manufacturer’s specification, the Company will consult with the Customer so far as reasonably practicable before accepting any such change.
The Company reserves the right to amend the Services and/or Installation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services and/or Installation, and the Company shall notify the Customer in any such event.

3. Price

The price of the Goods, the Installation and/or the Services is set out in the Quote. The price (unless stated otherwise) is exclusive of VAT or any other sales tax and all costs and charges of transport and delivery, which the Customer shall additionally pay.
The Company may increase prices to reflect any increase in cost to the Company beyond its control including (without limitation):
1. any delay caused by the Customer’s instructions or failure to provide adequate information;
2. foreign exchange fluctuation, currency regulation, alteration of duties, increases in labour, materials or other manufacturing costs, or additional costs arising from the UK leaving the European Union;
3. war, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped power;
4. changes in statute, rules, regulations, orders or requisitions by any government department, council or other duly constituted authority;
5. strikes, lockouts, breakdown of plant beyond the Company’s control;
6. infection or suspected infection by a contagious disease (including COVID-19) and associated governmental action or guidance, or similar events recognised by the World Health Organization as an epidemic or pandemic;
7. consequences of the termination of the United Kingdom’s membership of the European Union.
If the Customer requests changes to delivery dates or programme, quantities, design/specification, the Company may adjust price and time for delivery by an amount fair and reasonable in the circumstances, including amounts for abortive work and disruption of production. The adjustment shall be notified to the Customer.

4. Programme/Delivery

Any time for dispatch/delivery of Goods and/or completion of Services and/or Installation stated in the Quote shall, in the case of a stated period, be calculated from the later of the date of the Order Confirmation and the date of receipt of all complete information enabling the Company to commence manufacture and/or commence installation and Services.
Any dates quoted for delivery or completion are approximate only. The Company shall not be liable for any direct, indirect or consequential loss caused by delay. Time shall not be of the essence. Goods may be delivered in advance upon reasonable notice.
The Company shall be entitled to a reasonable extension of time in the event of delay beyond its control including (without limitation) Customer delay or instructions, war/hostilities, changes in law, strikes/lockouts/breakdown of plant, and consequences arising from the withdrawal of the UK from any international organisation, union or treaty and any resulting changes to laws, regulations, trade agreements or market conditions.
If the Customer fails to take or accept delivery or to give adequate delivery instructions:
1. delivery shall be deemed completed at 9:00am on the third Business Day following the day on which the Customer was notified the Goods were ready; and
2. the Company shall store the Goods and charge reasonable costs (including insurance) of storage and any re-delivery.
For the avoidance of doubt, the Company shall be entitled to payment for Goods deemed delivered.
If, ten Business Days after notification that the Goods were ready, the Customer has failed to take or accept delivery, the Company may:
1. store the Goods and charge reasonable storage costs (including insurance);
2. re-sell or otherwise dispose of all or part of the Goods and, after deducting reasonable storage and selling expenses, account to the Customer for any excess over the price or charge for any shortfall; and
3. charge the Customer for carriage costs incurred for re-delivery, if applicable.
Delivery will only be made within the United Kingdom.

5. Damage or loss in transit

The Customer must examine the Goods immediately upon delivery. The Company shall not be liable for shortages, damage, or errors unless notified in writing within five Business Days of delivery.
If Goods are accepted from the carrier without being checked, the carrier’s delivery note should be signed “not examined”.
On written notice, Goods must be properly stored intact as delivered for fourteen Business Days to allow inspection by the Company and/or carrier.
The Company’s liability shall be limited to, at its option: (i) using reasonable endeavours to make good the shortfall or damage or rectify the error; or (ii) sourcing equivalent goods reasonably comparable in specification as soon as reasonably practicable.
Claims for non-delivery must be made in writing to the Company within 1 day of the date when the Goods would ordinarily have been delivered, else the Goods shall be deemed delivered in accordance with the Agreement.
Goods must not be returned without prior authorisation. Unauthorised returns will not be accepted. Photographic or other evidence may be requested.
To arrange a return, contact the Company’s project manager by email. The Company will cover the cost of return if Goods are found to be defective, damaged, or delivered in error.

6. Payment

Unless otherwise specified in the Quote, the Company shall before the end of each calendar month submit either an application for payment or an invoice stating the amount due and the calculation basis. The due date for payment is the first Business Day of the month after the month in which the application/invoice is submitted. The Customer shall issue a payment notice within five Business Days after the due date. If no notice is issued, the Customer shall pay the sum stated in the Company’s application. The final date for payment is 30 Business Days from the due date.
If the Customer fails to pay by the final date for payment, interest accrues from the final date until actual payment at 5% per year above the Bank of England base rate.
The Customer has no right of set-off, counter-claim or deduction (other than any deduction of tax as required by law).

7. Retention of title

Liability and risk in the Goods pass on delivery or deemed delivery; title does not.
The Goods remain the property of the Company until delivery and the Company’s receipt of payment in full of all sums due from the Customer on any account.
Until title passes, the Customer shall:
1. store the Goods separately so they remain readily identifiable as the Company’s property;
2. not remove, deface or obscure any identifying mark or packaging;
3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from delivery;
4. notify the Company immediately if it becomes subject to any insolvency event;
5. provide information relating to the Goods as reasonably required; and
6. allow the Company to enter premises (including third-party premises) to repossess the Goods.

8. Cancellation

After acceptance of an Order, the Customer may not cancel without the Company’s written consent and indemnity for all loss, costs, damages, charges and expenses arising from cancellation.
The Company may terminate the Agreement with immediate effect if the Customer fails to pay any amount due by the final date for payment.
The Company may suspend Installation, Services or stop Goods in transit or suspend further deliveries if the Customer fails to pay by the final date and/or becomes unable to pay its debts or is subject to insolvency events. The Company shall not be liable for loss arising from suspension.
The Company may terminate the Agreement on 10 Business Days’ written notice at any time.
On termination:
1. the Company is under no further obligation to carry out Installation, supply Services or associated Goods;
2. the Customer must immediately pay all outstanding sums and interest. For any Installation, Services and associated Goods supplied but not yet invoiced, the Company shall submit an invoice payable immediately on receipt; and
3. any provision intended to have effect after termination or expiry shall continue in full force and effect.

9. Subcontracting

The Company reserves the right to subcontract the performance of this Agreement, in whole or in part.

10. Guarantee

The Company agrees to exercise reasonable skill and care in the manufacturing of the Goods, the Installation and the Services and warrants that the Goods will conform in all material respects with the description agreed in writing in the Agreement (for the avoidance of doubt, the Company is not required to achieve fitness for purpose in respect of any design Services). All other warranties, conditions or terms implied by statute or common law are excluded to the fullest extent permitted by law. Suitability of the Goods for the Customer’s intended use is the Customer’s responsibility unless such use has been made known to the Company in writing in the Agreement.

If any component parts of the Goods are not manufactured by the Company, the Company will use reasonable endeavours to procure for the Customer the benefit of any guarantee given to the Company in respect of such component parts.

All intellectual property rights created, developed or used by the Company in providing the Goods, Services and/or Installation shall remain the sole property of the Company.

11. Liability

The restrictions on liability in this clause apply to every liability arising under or in connection with the Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in these Conditions excludes or limits any liability which cannot legally be limited, including liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
4. defective products under the Consumer Protection Act 1987.
Subject to the above, the Company’s liability to the Customer shall not exceed the price paid by the Customer to the Company.
The Company is not liable for loss of profits, loss of sales or business, depletion of goodwill, loss of agreements, loss or corruption of software, data or information, loss of anticipated savings, or any indirect or consequential loss.
Where any Installation, Services and/or associated Goods are defective, the Company shall, at its sole option, replace the Goods (or the defective part), and/or rectify the defective Service and/or Installation, and/or refund the price (or a proportionate part) provided that:
1. the Customer notifies the Company in writing that the Installation, Goods or Services do not comply:
  1. within 7 days of delivery of the Goods (defective Goods); or
  2. within 7 days of completion of the Services (defective Services); or
  3. within 7 days of completion of the Installation (defective Installation); or
  4. where not immediately apparent, within 7 days after discovery; and in any event not later than 6 months after delivery or completion;
2. the Customer makes no further use of such Goods after notice;
3. the defect has not arisen due to the Customer failing to follow good trade practice;
4. the Customer has not altered or repaired Goods without the Company’s written consent;
5. the defect has not arisen as a result of the Company following a Customer specification;
6. the defect has not arisen due to fair wear and tear, wilful damage, negligence or abnormal working conditions; and
7. the Customer provides a reasonable opportunity for examination and, if authorised in advance in accordance with clause 5, returns Goods to the Company’s place of business.
The terms of these Conditions apply to any replacement Services and/or associated Goods supplied by the Company.

12. Non Performance

The Company shall be relieved of any and all outstanding liabilities under the Agreement if fulfilment of the whole or any remaining part of its obligations is frustrated, prevented or impeded by reason of any cause or circumstance beyond its control, including (without limitation): Customer delay or inadequate information; war/hostilities; changes in law; strikes/lockouts/breakdown of plant; infection or suspected infection and associated governmental action or guidance; or consequences arising from the withdrawal of the United Kingdom from any international organisation, union or treaty and any resulting changes to laws, regulations, trade agreements or market conditions affecting performance of this Agreement.

13. Indemnity

Except in respect of loss or damage caused by the Customer’s negligence, the Customer indemnifies and shall keep the Company indemnified against any loss, costs, charges, liabilities or expenses (including reasonable legal costs) incurred by the Company relating to the Customer’s breach of the Agreement.

14. Hazards

If any contaminant, toxic matter or other hazard is discovered on site then, on notice, the Company shall be entitled to suspend works forthwith until the hazard has been removed to the Company’s satisfaction. The Company shall not be liable for any loss or expense arising from the suspension.

15. The Customer’s Obligations

The Customer shall ensure that the terms of the Order and any plans, information, measurements and data provided by it (or on its behalf) in respect of specifications for the Services, Installation and/or associated Goods are complete and accurate; co-operate with the Company in all matters; provide such information and materials as reasonably required (ensuring such information is complete and accurate in all material respects); and comply with all applicable laws, including health and safety laws.
If the Company’s performance is prevented or delayed by any act or omission of the Customer or failure to perform any obligation when due (a “Customer Default”), then:
1. without limiting any other remedy, the Company may suspend performance of the Services, Installation and/or supply of Goods until the Customer remedies the default, and rely on the default to relieve it from performance to the extent prevented or delayed;
2. the Company shall not be liable for costs or losses sustained by the Customer arising from the Company’s failure or delay to perform as set out in this clause; and
3. the Customer shall indemnify the Company on written demand for costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer’s default.

16. General

Any notice required or permitted to be given under these Conditions shall be in writing and sent by hand or by pre-paid first-class post or other next Business Day delivery service, addressed to the recipient’s registered office or principal place of business. Hand-delivered notices are deemed received when left at the proper address. Posted notices are deemed received at 9:00am on the second Business Day after posting or at the time recorded by the delivery service.
A notice given under this Contract shall not be valid if sent by email.
The Customer shall not assign, transfer, charge or otherwise deal with the Agreement or any rights under it, nor sub-contract any or all obligations, without the Company’s prior written consent.
This Agreement comprises the entire agreement between the parties in relation to fees payable and legal terms, but the parties acknowledge that the Company’s understanding of the nature of the project and the Services is based on additional information provided to and obtained by the Company.
The Customer acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) made by the Company or its employees or agents that is not set out in this Agreement.
No variation of the Agreement is effective unless agreed in writing and signed by the parties.
Unless expressly stated otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.
No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy, nor prevent or restrict further exercise of it.
If any provision of these Conditions is held to be invalid or unenforceable in whole or in part, it shall be deemed deleted, but the validity and enforceability of the other provisions shall not be affected.
The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, and each party irrevocably agrees that the English courts shall have exclusive jurisdiction (without prejudice to proceedings elsewhere to enforce a decision of the English courts).

learnd ecosystem: engineered for efficiency