“The Company” means Future Lighting (Wholesale) Ltd and also where the context so permits it assigns a sub-contractor for the said company:
“Goods” means the articles or things or any of them described in the Contract:
“The Buyer” means the person, firm, or company with whom the contract is made by the company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person, firm or company:
“Company’s Premises” means the premises mentioned in the Company’s quotation or other contractual document or if not so mentioned means the Company’s premises at U11 South Fens Business Centre, Fenton Way, Chatteris, Cambridgeshire, PE16 6TT
“The Contract” means the Buyers order or the Company’s quotation for the sale or supply of the Goods and any Document referred to herein these Conditions of Sale, the Buyer’s order for the Goods or the Company’s acknowledgment thereof and if there shall be any inconsistency between the document comprising the contract they shall have precedence in the order herein listed.
Any contract made with the Company is subject to these Conditions which govern the Contract to the exclusion of any other terms including any terms to which any Order of the Customer may purport to be subject, unless these Conditions have been excluded or varied by express written agreement made between the Company and the Customer.
Unless otherwise agreed by the Company in writing, accounts are payable in full prior to delivery of the goods taking place. If the Buyer has exceeded any agreed credit terms, the Company may demand immediate payment of all amounts outstanding from the Buyer to the Company on any account. The Company reserves the right to withdraw credit at any time and demand immediate payment of all monies outstanding.
The price of the Goods shall be as stated on website.
The Company reserves the right by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Company which is due to any factor beyond the control of the Company including but not limited to increases in the cost of raw materials.
All prices are exclusive of any applicable VAT, which the Customer is liable to pay to the Company.
The Buyer agrees to pay for any loss or extra costs incurred by the company through the Buyer’s Instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on this part of the Buyer its servants agents or employees. The buyer agrees to pay for any administration charges incurred by the company including but not exclusively, notification letters for dishonoured cheques, demands for late payment, and legal letters for accounts in dispute, these letters and notices are charged at £22.50 plus vat and invoiced and added to any outstanding amount accordingly. In relation to the return of goods this must be arranged and agreed but the Company first also a 30% restocking charge will be incurred to the Buyer.
Time for delivery is given as accurately as possible but is not guaranteed. Time for delivery shall not be of the essence and the Customer shall have no right to damages or to cancel the Order for failure for any cause to meet any delivery time stated. The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. When delivery is postponed, otherwise than due to default by the Company, the Customer shall pay all costs and expenses, including a charge of 15% of the total value of the Order, for transportation and/or storage or restocking occasioned thereby and the Company shall be entitled to invoice the Goods in accordance with these conditions. The Company also reserves the right to levy a charge for labour costs incurred in cleaning and or repackaging returned products. Unless otherwise expressly agreed any packaging supplied by the Company is intended to be only sufficient to protect the Goods for all normal conditions of transit and for the normal period of transit only.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated
From the time of delivery the Goods shall be at the risk of the buyer who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing the Goods shall remain the property of the Company until all payments under the contract and any other Contract between the Seller and the Buyer for the goods have been made in full and unconditionally. Whilst the ownership of the Company continues the Buyer shall keep the Goods separate and identifiable from all other goods in its possession as bailee for the Company.
In the event of any resale by the Buyer of the Goods the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the Buyer and such proceeds shall not be mingled with other moneys or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s moneys.
In the event of failure to pay the price in accordance with the Contract the Company shall have the power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation or law or implication or charges and for such purpose the Company and its servants and agents may forthwith enter upon ant premises or land occupied or owned by the buyer to remove the Goods.
Pending payments of the full purchase price of the Goods the Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the buyer, in an amount at least equal the balance of the price for the same from time to time remaining outstanding. The Policy shall bear an endorsement recording the Company’s interest.
In substitution for all rights which the Buyer would or might have but for these Conditions the Company Undertakes in the case of Lamps (Bulbs) manufactured by the Company that if within 2 years of delivery of any item of the Goods with a serious defect in the manufacturing appears, the Company shall repair or replace the goods in accordance with our remake policy.
In the case of Goods not manufactured by the Company i.e. parts used to manufacture goods, the Company will pass on to the Buyer its suppliers guarantee or a 12 month guarantee whichever is the longest provided that the Goods have been accepted and paid for. (2a) The Company does not guarantee any goods for normal wear and tear, misuse, poor fitting or visible defects that could be noticeable prior to being used.
In order exercise its rights under this Condition the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall at the Company’s written request return the defective Goods carriage paid to the Company’s Premises.
Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company’s to storage and handling of the Goods and or failure of the Buyer its agents the buyers customer or end user or any third party not to install or use the goods according to the Company’s instructions and specifically but not exclusively the Company’s fitting and maintenance instructions.
Where the Goods are for Delivery by phases any defect in any individual item or phase shall not be a ground for cancellation of the phases and the Buyer shall be bound to accept Delivery thereof.
Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute.
The Company shall not be liable for any costs claims or damages or expenses arising out of any tortuous act Or omission or any breach of Contract or statutory duty calculated by reference to profits income production or Accruals or loss of such profits income production or accruals or by reference to accruals of such costs claims Damages or expenses on a time basis, this also expressly excludes the company being liable for any Additional costs endured or calculated by the customer and or its agents or any third party for the following Target dates, transportation, storage, maintenance, site visits installations and or reinstallation.
No representation is made nor warranty given by the Company as to the suitability or fitness of the Goods for any particular purpose, and the Customer shall be responsible for ascertaining whether the Goods are suitable or fit for the Customer’s purpose, and the Company shall be under no liability for any loss damage expense or liability incurred by the Customer or any third party as a result of the Goods not being suitable for a particular use.
Save as provided in this Condition 12 the Company’s liability in connection with the sale of the Goods to the Customer shall be as follows:-
(a) in respect of physical damage to or loss of the Customer’s tangible property to the extent that it results from the wilful default or negligence of the Company, its employees, agents or contractors the Company’s liability shall be limited to the level of insurance that the Company has in place from time to time in respect of each incident or series of connected incidents;
(b) in respect of all other direct loss (whether in contract, tort (including negligence), or otherwise) the Seller’s liability shall not exceed the price of the Goods; and
The Company shall not liable to the Customer in respect of any loss of goodwill, loss of profit, loss of business or for any type of consequential, special or indirect loss or damage.
Nothing in these Conditions shall be deemed to exclude or restrict the Company’s liability for fraudulent misrepresentation or for death or personal injury resulting from the Company’s negligence, or any liability for breach of the Company’s implied undertaking as to title.
The Customer recognises that the limitation of liability contained in this Condition is reasonable in that the prices quoted by the Company are dependent upon such limitation being incorporated in the Contract.
You must ensure that any installation / fitting of non-portable lighting purchased from Future Lighting (Wholesale) Ltd must be carried out by a qualified electrician.
From 1st January 2005 any installation / fitting of non-portable lighting may be subject to Part P of the current building regulations, for more information please contact your local building regulations office.
Failure to have none portable lighting installed / fitted by a qualified electrician may invalidate your warranty and may be in breach of the current building regulations.
Your electrician may require one of the following qualifications; BRE Certification Limited, British Standards Institute, ELECSA Limited, NICEIC Certification Services Ltd, N.A.P.I.T.
If the Buyer shall be in breach of any of its obligations under Contract or if any distress or execution shall be levied on the Buyers property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or of any bankruptcy petition be presented against him or (this Buyer is a Company) if any resolution or petition to wind up such Company shall be passed or presented or if a receiver administrative receiver or administrator of the whole or part of such Company’s undertaking property or assets shall be appointed the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company’s right subsequently to determine the contract for the same cause should if so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be redeemed.
No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any agents or employees of the Company shall be construed to enlarge or override in any way any of these Conditions.
The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented From or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or by means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability or raw materials from normal sources of supply.
The Company may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person, firm or Company.
The heading in these Conditions are intended for reference only and shall not affect their construction.
The Contract shall in all respects be governed by English Law and deemed to have been made in England And the Company agrees to submit to the non-exclusive jurisdiction of the English Courts.