STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. APPLICATION OF TERMS AND CONDITIONS
1.1 The Company shall sell and the Customer Shall purchase the Goods in accordance with any quotation or offer of the Company which is accepted by the Customer, or any order of the Customer which is accepted by the Company; and
1.2 These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Company, or any such order is made or purported to be made, by the Customer.
1.3 Specifically, when a Contract for the supply of Work is established on these Agreed Terms, the Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any Purchase Order, other document or written communication shall not govern the Contract.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Business Day”||means any day other than a Saturday, Sunday or bank holiday;|
|“Customer”||means the person or business who accepts a quotation or offer of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company;|
|“Contract”||means the contract for the purchase and sale of the Goods which shall incorporate, and be subject to, these Terms and Conditions;|
|“Contract Price”||means the price stated in the Contract payable for the Goods;|
|“Delivery Date”||means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Company, as evidenced in the Contract;|
|“Goods”||means the goods (including any installment of the goods or any parts for them) which the Company is to supply in accordance with the Contract;|
|“Month”||means a calendar month; and|
|means White Label Lighting Limited, a company registered in England under Company Number 10565074 of 6 Sheepscar Court, Northside Business Park, Leeds, LS7 2BB and includes all employees and agents of White Label Lighting.|
|“Quotation”||A written proposal issued by White Label Lighting Limited which details Work to be carried out, Specification of Goods, Price, Payment Terms and the estimated time for completion.|
|“Purchase Order”||A written order instruction for Work that is issued by the Customer.|
|“Order Confirmation”||The Order Confirmation document issued by White Label Lighting Limited.|
|“Work”||All Goods and services supplied by White Label Lighting Limited.|
|“Delivery”||Presentation of Goods to the customers elected shipping supplier.|
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions; and
2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. BASIS OF SALE
3.1 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.
3.3 Sales literature, price lists and other documents issued by the Company in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods shall be binding on the Company unless the Company has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Customer by whichever is the earlier of:
3.3.1 the Company’s written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Company’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
4. ORDERS AND SPECIFICATIONS
4.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative.
4.2 Following receipt of a Purchase Order, the Company shall issue an Order Confirmation that details specification of Goods, Price, Payment Terms and the approximate time for completion.
4.3 The specification for the Goods shall be that set out in the Company’s product datasheet documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Company in writing) or the Companies Quotation
4.5 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Company are intended as a guide only and shall not be binding on the Company.
4.6 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.7 Any changes to the Order Confirmation that are required by the Customer must be communicated to the Company in writing, within 24 hours and specifically before any Work commences.
4.8 If the Customer requests changes to an Order Confirmation; the Company shall confirm the original Goods order is cancelled and shall issue a revised Order Confirmation.
4.9 Together, the Order Confirmation and the Agreed Terms form the Contract agreement between the Company and the Customer.
4.10 Work detailed in the Order Confirmation will automatically commence 24 hours after the Order Confirmation document is issued to the Customer.
4.11 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company on the terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such cancellation.
5.1 The Company issues all Quotations on the basis that no Contract shall come into existence except in accordance with clause 4.
5.2 The Company reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
5.3 Except as otherwise stated under the terms of any Quotation or in any price list of the Company, and unless otherwise agreed in writing between the Customer and the Company, all prices are ex-works and exclusive of any charges for packaging and transport.
5.4 The Contract Price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Customer shall be additionally liable to pay to the Company.
6.1 Title in Goods shall only transfer to the Customer when the full invoice value has been paid.
6.2 The Company, may at its sole discretion, request part or full payment before commencing the contracted Work.
6.3 Subject to any special terms agreed in writing between the Customer and the Company, the Company shall invoice the Customer for the Contract Price of the Goods before making delivery of the Goods.
6.4 The Customer shall pay the Contract Price of the Goods without any other deduction, credit or set off in accordance with the terms as agreed in writing between the Customer and the Company in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the Contract Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.5 All payments shall be made to the Company as agreed in the Quotation, Order Confirmation or invoice issued by the Company.
6.6 Unless otherwise specified, all payments should be made in United States Dollars (USD).
7.1 Unless otherwise agreed in Writing, the Price of the Goods will be quoted “ex-works” and Delivery shall be charged extra.
7.2 If Delivery of Goods is agreed, the method of Delivery will be at the sole discretion of White Label Lighting Limited.
7.3 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the Delivery Date upon giving reasonable notice to the Customer.
7.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the installments in accordance with these Terms and Conditions or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the Contract as a whole as repudiated.
7.5 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorizations required to enable the Goods to be delivered on that date, the Company shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 9.1, risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from such failure.
8.1 If the Company fails to deliver the Goods or any part thereof on the Delivery Date other than for reasons outside the Company’s reasonable control or for reasons that are the Customer’s or its carrier’s fault if the Company delivers the Goods at any time thereafter the Company shall have no liability in respect of such late delivery.
9.1 The Customer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
9.2 Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
9.3 The Company shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Company within 14 Business Days of the Customers receipt or collection of Goods detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are reported of the Company shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Company before any use is made thereof or any alteration or modification is made thereto by the Customer.
9.5 Subject to sub-Clauses 9.3 and 9.4, the Company shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
10. RISK AND RETENTION OF TITLE
10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
10.1.1 in the case of Goods to be delivered ex-works, the time when the Customers elected agent makes collection of the Goods from the Companies production premises; or
10.1.2 in the case of Goods to be delivered FOB, the time when the Goods have passed the ship’s rail at the named port of shipment, or when the Goods have been delivered into the charge of the air carrier or its agent or any other person at the named airport of departure
10.1.3 in the case of Goods to be delivered CIF, the time when the Goods have been delivered into the charge of the Customer or its agent at the specified delivery address.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Company has received cleared funds payment in full of the price of the Goods.
10.3 Until payment has been made to the Company in accordance with these Terms and Conditions and the Contract and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Company and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Company and shall insure the Goods against all reasonable risks.
10.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all money owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
10.5 The Company reserves the right to repossess any Goods in which the Company retains title without notice. The Customer irrevocably authorises the Company to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Company retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.3.
10.6 The Customer’s right to possession of the Goods in which the Company maintains legal and beneficial title shall terminate if:
10.6.1 the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
10.6.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
10.6.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
10.6.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
11. DEFECTIVE GOODS
11.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Company within 14 Business Days of such delivery, the Company shall at its option:
11.1.1 replace the defective Goods within 120 Business Days of receiving the Customer’s notice; or
11.1.2 repair the defective Goods (or parts thereof, as appropriate) which are defective within 120 Business Days of receiving the Customer’s notice;
11.1.3 but the Company shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
11.2 No Goods may be returned to the Company without the prior agreement in writing of the Company. Subject thereto any Goods returned which the Company is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced or repaired free of charge but the Company shall have no further liability to the Customer.
11.3 The Company shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Company’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Company’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
11.4 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.5 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms and Conditions, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Customer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer.
11.6 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Company or any competent governmental or regulatory authority and the Customer will indemnify the Company against any liability loss or damage which the Company might suffer as a result of the Customer’s failure to comply with this condition.
12. CUSTOMER’S DEFAULT
12.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
12.1.1 cancel the order or suspend any further deliveries to the Customer;
12.1.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
12.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 10% per annum above HSBC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
12.2 This condition applies if:
12.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
12.2.2 the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
12.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
12.2.4 the Customer ceases, or threatens to cease, to carry on business; or
12.2.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
12.3 If sub-Clause 12.2 applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13. LIMITATION OF LIABILITY
13.1 Subject to the provisions of Clauses 8, 9 and 11 the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
13.1.1 any breach of these Terms and Conditions or the Contract;
13.1.2 any use made (including but not limited to modifications) or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
13.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
13.3 Nothing in these Terms and Conditions excludes or limits the liability of the Company:
13.3.1 for death or personal injury caused by the Company’s negligence;
13.3.2 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
13.3.3 for fraud or fraudulent misrepresentation.
13.4 Subject to sub-Clauses 13.2 and 13.3:
13.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
13.4.1 the Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
14.1 The Customer will regard as confidential the contract and all information obtained by the Customer relating to the business and/or products of the Company and will not use or disclose to any third party such information without the Company’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer’s default.
14.2 The Customer will use all reasonable endeavours to ensure compliance with this Clause 14 by its employees, servants and agents.
14.3 The provisions of this Clause 14 shall survive the termination of the Contract.
15.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
15.2 Notices shall be deemed to have been duly given:
15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
15.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
15.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
15.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
15.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
16.1 The Company may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
16.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
17. FORCE MAJEURE
17.1 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
18.1 The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
19.1 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
20. THIRD PARTY RIGHTS
20.1 A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. LAW AND JURISDICTION
21.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.