| 1 |
DEFINITIONS |
| 1.1 |
"Buyer" means the
organisation or person who buys or agrees to buy the Goods from the
Seller; |
| 1.2 |
"Buyer’s Purchase Order"
means an order for Goods by the Buyer and acknowledged by the Seller in
accordance with clause 2.2; |
| 1.3 |
"Contract" means the
contract between the Seller and the Buyer for the sale and purchase of
Goods and where appropriate Services incorporating these Terms and
Conditions; |
| 1.4 |
"Delivery Date" means the
date specified by the Seller when the goods are to be delivered; |
| 1.5 |
"Goods" means the articles
that the Buyer agrees to buy from the Seller; |
| 1.6 |
"Services" means "Design",
"Training", "Marketing" and "Installations"; |
| 1.7 |
"List Price" means the
list of prices of the Goods maintained by the Seller as amended from
time to time; |
| 1.8 |
"Price" means the price
for the Goods excluding VAT (if applicable) or any analogous sales tax,
carriage, freight, installation, postage or insurance costs, unless
specifically detailed in the quoted price; |
| 1.9 |
"Seller" means Lighting
Styles Ltd of 9 Glen Industrial Estate, Essendine, Stamford, PE9 4LE; |
| 1.10 |
"Terms and Conditions"
means the terms and conditions of sale set out in this document and any
special terms and conditions agreed in writing by the Seller; |
| 1.11 |
It is expressly understood
that neither the Buyer nor the Seller are consumers, as defined by the
Unfair Contract Terms Act 1977; |
| 1.12 |
Any reference to a
statutory provision shall be construed as a reference to that provision
as amended, re-enacted or extended at the relevant time. |
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| 2 |
CONDITIONS |
| 2.1 |
These Terms and Conditions
shall apply to all contracts for the sale of Goods by the Seller to the
Buyer to the exclusion of all other terms and conditions including any
terms or conditions that the buyer may purport to apply under any
purchase order, confirmation of order or similar document. |
| 2.2 |
All orders for Goods and
Services shall be deemed to be an offer by the Buyer to purchase Goods
pursuant to these Terms and Conditions. |
| 2.3 |
Acceptance of delivery of
the Goods shall be deemed conclusive evidence of the Buyer’s acceptance
of these Terms and Conditions. |
| 2.4 |
Any variation to these
Terms and Conditions (including any special terms and conditions agreed
between the parties) shall be inapplicable unless agreed in writing by
the Seller. |
| 2.5 |
The plans, drawings,
specifications and samples submitted are the property of the Seller and
only to be used between the Buyer and their client. |
| 2.6 |
Costs involved by delay in
commencement of work on the order or a suspension of work on the
Buyer/client’s site for reason beyond the control of the Seller
including, but not limited to, industrial action, will be treated as a
variation. Where there is a variation then the Buyer will have to pay
for all the Goods and Services ordered. |
| 2.7 |
The Seller shall be
entitled to write or affix its name on the products sold or work done. |
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| 3 |
PRICE AND PAYMENT |
| 3.1 |
The Price shall be those
prices prevailing at the date of despatch, or such other price as the
parties may agree in writing. The Price is exclusive of VAT or any
analogous sales tax, carriage, freight, installation, postage or
insurance costs, unless specifically detailed in the quoted price. |
| 3.2 |
Payment of the Price and
VAT and any other applicable costs shall be due with order, unless
otherwise agreed. |
| 3.3 |
As per the “Late Payment
of Commercial Debt (Interest) Act 1998” interest on overdue invoices
shall accrue from the date when payment becomes due from day to day
until the date of payment at a rate of 8.00% per annum above the base
rate of The Bank of England from time to time in force. |
| 3.4 |
VAT will be charged at the
rate ruling at the time of completion of the contract. |
| 3.5 |
Credit cards are
acceptable for all orders |
| 3.6 |
Unless otherwise stated,
quotations, if given, are firm for 30 days from “Quote” date. |
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| 4 |
THE GOODS |
| 4.1 |
The quantity and
description of the Goods shall be as set out in the Buyer’s Purchase
Order. |
| 4.2 |
The Goods shall be
required only to conform to the specification in the Buyer’s Purchase
Order. Photographs and drawings are for illustrative purposes only and
may not exactly match the product itself. |
| 4.3 |
The Seller cannot accept
any responsibility for any variation of colour or design between
materials supplied and samples previously supplied to the customer. |
| 4.4 |
Credit or refunds for
goods ordered in excess of requirements may only be returned to the
Seller under the following conditions: |
| 4.4.1 |
the intention to return
the goods is notified to the Seller within 14 working days from date of
receipt of goods by the Buyer at their premises; |
| 4.4.2 |
the goods are returned to
the Sellers ofice address at the Buyer’s expense; |
| 4.4.3 |
all goods should be
returned in the original or other adequate packaging to avoid damaging
the goods; |
| 4.4.4 |
that the goods are in a
saleable condition, which will be determined on receipt of goods at the
Seller’s office; |
| 4.4.5 |
that the goods are
standard stocked items. Goods classified as “Specials”, which are goods
customised/specially made for the Buyer are not subject to any credit or
refunds; |
| 4.4.6 |
all goods will be subject
to a handling charge of 25% of original invoice value before discount,
excluding carriage, installation and VAT. |
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| 5 |
DELIVERY OF THE GOODS |
| 5.1 |
Unless otherwise agreed,
delivery of the Goods shall take place at the address specified in the
Buyer’s Purchase Order on the Delivery Date and the Buyer shall be
deemed to have accepted the Goods upon their delivery. The Buyer shall
make all arrangements necessary to take delivery of the Goods whenever
they are tendered for delivery. |
| 5.2 |
The Delivery Date
specified by the Seller is an estimate only. Time for delivery shall not
be of the essence of the Contract. |
| 5.3 |
If the Seller is unable to
deliver the Goods for reasons beyond its control, then the Seller shall
be entitled to place the Goods in storage until such times as delivery
may be effected and the Buyer shall be liable for any expense associated
with such storage. |
| 5.4 |
The Buyer shall be
entitled to replacement Goods where the Goods have been damaged during
transportation. The Buyer must notify the Seller in writing of the
damage within 48 hours of delivery. |
| 5.5 |
Risk shall pass on
delivery of the Goods to the Buyer. |
| 5.6 |
No claim will be made by
the Buyer nor accepted by the Seller for any losses due to late delivery
however caused. |
| 5.7 |
The Seller reserves the
right to make deliveries/ and or services by instalments and to render a
separate invoice in respect of each such instalment. |
| 5.8 |
If the Seller exercises
its rights to make deliveries/and or services in accordance with
sub-paragraph 5.7 above, then any delay in the provision of such
deliveries/and or services, or failure to deliver any further instalment
or instalments, shall not entitle the Buyer to reject the Contract or
the delivery/service of any other instalment or to withhold payment in
respect of any instalment previously delivered/serviced. |
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| 6 |
TITLE |
| 6.1 |
The Seller warrants that
it has good title to the Goods. |
| 6.2 |
Title to the Goods shall
not pass to the Buyer until the Seller has been paid in full for the
Goods. |
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| 7 |
GUARANTEE |
| 7.1 |
Where the Goods have been
manufactured by the Seller and are found to be defective, the Seller
shall repair, or in its sole discretion, replace defective Goods free of
charge, subject to the following conditions: |
| 7.1.1 |
such notice being served
in writing within 12 months of delivery; |
| 7.1.2 |
the defect being due to
the faulty design, materials or workmanship of the Seller and not due to
normal wear and tear. |
| 7.1.3 |
the Seller shall not be
liable for any defects or damage caused through use of equipment, which
was not specified at the time of quotation/acceptance of order. |
| 7.1.4 |
the above provisions do
not apply to light bulbs or fuses. |
| 7.2 |
Any Goods to be repaired
or replaced shall be returned to the Seller at the Buyer’s expense. |
| 7.3 |
Where goods have been
installed by the Seller and have become defective then the Seller will
visit the Buyer, free of charge and replace the product. |
| 7.4 |
Where goods have been
installed by the Buyer or sub-contractor of the Buyer and have become
defective then the Seller will not be at liberty to visit the Buyer to
replace the product. If a visit is made by the Seller then a charge for
the visit will be made. |
| 7.5 |
Where the Goods have been
manufactured and supplied to the Seller by a third party, any warranty
granted to the Seller in respect of the Goods shall be passed on to the
buyer. |
| 7.6 |
Subject to the Seller’s
liability under Clause 6 and subject to Clause 8, the Seller shall be
under no liability whatever to the Buyer for any loss (including loss of
profit), costs, damages, charges or expenses incurred by the Buyer or
for any loss or damage to or caused by the Goods. |
| 7.7 |
Subject to this Clause 7
and to Clause 8, all other warranties, conditions or terms whether made
expressly or implied by common law or by statute relating to use,
quality, and/or fitness for purpose are excluded. |
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| 8 |
LIMITATION OF LIABILITY |
| 8.1 |
Subject to Clauses 8.2 and
8.3, in the event of any breach of these Terms and Conditions by the
Seller the remedies of the Buyer shall be limited to damages, which
shall in no circumstances exceed the Price of the Goods. |
| 8.2 |
Nothing contained in these
Terms and Conditions shall be construed so as to limit or exclude the
liability of the Seller for death or personal injury as a result of the
Seller’s negligence or that of its employees or agents. |
| 8.3 |
Nothing contained in these
Terms and Conditions shall be construed so as to limit or exclude the
liability of the Seller for breach of the warranties contained in Clause
6 or for breach of warranty as to title and quiet possession implied by
the Sale of Goods Act 1979 where such Act applies to the Contract. |
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| 9 |
FORCE MAJEURE |
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Neither party shall be
liable for any delay or failure to perform any of its obligations if the
delay or failure results from events or circumstances outside its
reasonable control, including but not limited to acts of God, strikes,
lock outs, accidents, war or threat of war, terrorist activity, closure
of ports or airports, fire, breakdown of plant or machinery or shortage
or unavailability of raw materials from a natural source of supply, and
the party shall be entitled to a reasonable extension of 90 days of its
obligations. Outside this 90 day period the contract will then become
terminated and any work done, Goods Installed, Goods Ordered/bought will
have to be paid for in full by the Buyer. |
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| 10 |
SEVERANCE |
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If any term or provision
of these Terms and Conditions is held invalid, illegal or unenforceable
for any reason by any Court of competent jurisdiction such provision
shall be severed and the remainder of the provisions hereof shall
continue in full force and effect as if these Terms and Conditions had
been agreed with the invalid illegal or unenforceable provision
eliminated. |
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| 11 |
GOVERNING LAW AND
JURISDICTION |
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These Terms and Conditions
shall be governed by and construed in accordance with the Law of England
and Wales and the parties hereby submit to the exclusive jurisdiction of
the Courts of England and Wales. |
