TERMS AND CONDITIONS OF SALE OF GOODS

 

 

SALE OF GOODS

 

1                Definitions

 

In these terms and conditions, the following expressions have the following meanings:

“Company” means SKIALIGHT, a brand name of Cirrus Lighting Limited (registered number 07257459);

“Conditions” means these terms and conditions;

“Client” means any person or company placing a verbal or written order for any goods with the Company;

“Contract” means any agreement concluded between the Company and a Client for the sale of any goods to the Client;

“Goods” means the lighting product(s) a Client agrees to buy from the Company; and

“Price” means the price payable in respect of the Goods.

“Order” means the Client’s order that has been accepted by the Company;

 

 

2                Terms of Agreement

 

2.1             These Conditions shall apply to all Contracts and shall take precedence over and supersede any terms and conditions previously issued by the Company or issued by the Client. Acceptance of the Goods ordered shall be conclusive evidence of the acceptance of these Conditions.  The Company will not accept terms and conditions other than those specified nor any other additional or variations thereto.

 

2.2             The  Terms  and  Conditions,  any  order  form  and  payment  instructions  constitute  the  entire agreement between the Company and the Client. No other terms, representations, promises or statements whether expressed  or implied shall form part of this agreement including for the avoidance of doubt, any terms  and  conditions which the Client tries to apply in any purchase order, confirmation of order, specification or other document or communication. In the event of any conflict between these Terms and Conditions and any other term or provision, these Terms and Conditions shall prevail.

 

2.3             No employee or agent of the Company has the power to vary these Conditions unless such variation is recorded in writing and signed by a director on behalf of the Company.  No employee or agent of the Company has any power to make any representation on the part of the Company and the Client agrees that he has not relied on any such representations.

 

2.4             The agreement between the Client and the Company will only come into existence once the Company has received and accepted the Client’s Order and has provided written confirmation of its acceptance of the Order.  Once the Company has done so, there is a binding legal agreement between the Client and the Company.

 

2.5         When ordering any Goods from the Company the Client does so in accordance with this agreement. The Client is deemed to have accepted the prices of the Goods quoted and other terms such as delivery, which may have been quoted at the time of placing the order.

 

 

3                Price

 

3.1         All prices quoted are correct at the time of quotation and are valid for 30 days. The Company reserves the right to alter prices after this time. Prices are exclusive of VAT and delivery charges, which will be added to the order, if appropriate.

 

3.2             The total price for Goods ordered, including delivery charges, will be confirmed to the Client when the order is placed. Please note however that the final price charged may vary to reflect those prices applicable at the time of delivery.

 

 

4                Terms of Payment

 

4.1         Full payment must be made for all Goods on the date and by the payment method specified by the Company in the quotation. The Client has no right of set off.

 

4.2             Payment should be made by bank transfer to the account numbers shown on the invoice, or by cheque payable to the Company.

 

 

 

 

4.3             If payment is not made by the due date, the Company reserves the right to cancel the Client’s order and determine any contract.  The Company shall also be entitled to charge interest on all outstanding amounts calculated on a daily basis at a rate of 5% over the Company’s bank’s lending rate from the date the payment was originally due until the date of receipt of payment in cleared funds.

 

4.4             Goods remain the property of the Company until full payment has been made.  The risk of goods remains that of the Client after goods have been delivered.

 

4.5             In the event of an invoice not being paid, or non-compliance with the payment  terms  granted,  all  other  sums  as  yet  unpaid  become  due immediately.

 

4.6             Any discounts granted lapse in the event of overdue payment. 

 

4.7             Failing payment of an invoice on the due date, or non-compliance with payment terms granted, all the other invoices issued by the Company to the Client shall fall due immediately, without prejudice to the Company's other rights.

 

4.8             The Company is also entitled to compensation for any other costs, such as collection expenses and judicial expenses, costs and the fees of lawyers used by the Company, but for the extra-judicial and judicial steps to ensure debt recovery, as well as costs arising from unpaid bills of exchange.

 

 

5                Goods and Trade Description

 

5.1             Due to the nature of the Goods sold by the Company, the Company does not sell by sample. Individual Goods may vary and any descriptions, samples, drawings, specifications, colours and advertisements are illustrative only, are intended as a guide only to the final product and do not form part of this agreement. The Company is not the manufacturer of the Goods and cannot be held liable if the finished Goods do not conform to the original description or specification.

 

 

6                Specification / Quantities

 

6.1             The Company endeavours to quote correct quantities specified.  It is the responsibility of the Client of contract to verify quantities against drawings and final specifications. 

 

6.2             The Company cannot accept responsibility for lamp manufacturers' colour variances or batch production tolerances.

 

 

7                Delivery

 

7.1             Delivery periods quoted at the time of ordering are approximate only and may vary. Time is not of the essence for delivery of any Goods under this agreement.

 

7.2             Whilst the Company undertakes to use all reasonable endeavours to deliver the Goods on the promised delivery date, it does not guarantee to do so.  Time of delivery is not the essence of the contract.  The Client shall be bound to accept the Goods and the Company shall not incur any liability or obligation in respect of any reasonable or unavoidable delay in delivery.  Any delay does not entitle the Client to cancel the order.

 

7.3             The Company is not responsible for any penalties which may be levied against the Client for Goods that are not delivered by a specified date.  Nor may the Client issue any penalties directly against the Company for Goods that are not delivered by a specified date.

 

7.4             Goods will be delivered to the address nominated by the client at the time of ordering.

 

7.5             The Company will use any reasonably appropriate method of transport at its own discretion. The Company will only deliver to a site at which it is reasonably safe to unload the Goods.

 

7.6             Delivery is to the ground floor only.  The Client must ensure that, at the time of delivery of the Goods, adequate arrangements, including labour and access, are in place for the safe delivery of the Goods.  The Company cannot be held liable for any damage, cost or expense incurred to the Goods or premises where this arises as a result of a failure to provide adequate access or arrangements for delivery.

 

 

 

7.7             If the Company is unable to supply the Goods ordered, the Company will notify the Client and the Client may cancel the Order and the Company will refund any monies paid.

 

7.8             If the Client fails to accept delivery of the Goods at the time they are ready for delivery, or the Company is unable to deliver the Goods at the nominated time due to the failure of the Client to provide appropriate instructions, documentation, licences, consents or authorisations, then the Goods shall be deemed to have been delivered to the client and all risk and responsibility in relation to such Goods shall pass to the Client. Any storage, insurance and other costs which are incurred as a result of the inability to deliver the Goods shall be the responsibility of the Client and the Client shall indemnify the Company in full for such costs.

 

7.9        The Client must notify the Company immediately if the Goods have not been delivered or if there has been a partial delivery of the Goods only.  Any missing items should be listed and notified in writing to the Company within two (2) days.

 

7.10       All risk in the Goods shall pass to the Client upon delivery.

 

 

8                Loss or Damage in Transit

 

8.1             Immediately on receipt of the Goods, the Client must inspect the Goods and notify the Company in writing within two (2) days of any difference between the Goods ordered and those delivered, of any missing Goods and of any apparent damage to the Goods.  Failure to give such notice shall be conclusive evidence that no such difference, missing Goods or apparent damage exists.   In the event of any difference, missing or damage to Goods, the Client must keep the Goods within the original packaging and make them available to the Company to inspect.  The Client must give the Company notice of any other matters not in accordance with the Contract within 7 days of delivery. In the absence of any such notices, acceptance of the Goods will be deemed to occur at the end of such period.

 

8.2             Provided that the Client has complied with Clause 8.1, the Company’s total liability will be limited to replacing or repairing the Goods within a reasonable time period.

 

8.3             Access costs, electrician or tradesmen fees, or installation-related expenses are never covered or reimbursed by the Company.

 

 

9                Risk and Ownership

 

9.1             Responsibility for insuring the Goods passes to the Client on delivery.

 

9.2             Ownership passes to the Client on satisfaction of the invoice in respect of such Goods and when no other sums due from the Client to the Company are outstanding (whether due for payment or not).  From delivery until such time as ownership passes to the Client, the Client holds the Goods as bailee for and owes a fiduciary duty in respect of them to the Company and must store the Goods or procure that the Goods be stored safe from damage and must insure them with a reputable insurer to their full value against all reasonable risks.  

 

9.3             Where the Client is a Wholesaler or a business purchasing the Goods on behalf of a third party, the Client may re-sell the Goods in good faith in the ordinary course of business (but not otherwise deal with them until ownership has passed to the Client) and ownership shall pass to the person to whom such Goods are re-sold at the time of sale. 

 

9.4             Where the Client sells any of the Goods which it does not have ownership of, then until such time as the conditions are fulfilled so that had the Goods continued to be in the possession of the Client ownership would have passed to the Client, the Client shall hold the consideration received for such sale on trust for the Company and account to the Company for such funds and further the Client assigns to the Company the benefit of all rights and claims the Client has in respect of the Goods re-sold.

      

9.5             In any of the circumstances set out in Clause 10 and in respect of any of the Goods in respect of which ownership has not passed to the Client, the Client shall cease to be entitled to deal with such Goods in any way whatsoever and must place them at the disposal of the Company who shall have the right to repossess such goods and the Client irrevocably grants the Company authority to enter any place to which the Client is entitled to grant such access (or, if such Goods are stored in some other place, the Client will use best endeavours to procure such access) so that the Company may recover such Goods.

 

 

10              Termination

 

10.1          All sums due under any Contract will become payable immediately and the Company may terminate the Contract without incurring any liability if the Client: (a) defaults under the terms of the Contract; (b) suffers any distress or execution on its property; (c) enters a compromise agreement with creditors; (d) is the subject of insolvency or bankruptcy proceedings before the courts; or (e) suffers the equivalent in any other jurisdiction.

 

 

11              Cancellation and Returns – Non Faulty Goods

 

11.1     The Client must notify the Company in writing immediately if they wish to cancel an order and in any event the Client must   

                 do this within 2 days of placing the order.  The Company reserves the right to charge for any costs that may incur in accepting

                 any cancelled order.

 

11.2          Orders for goods made to the Client’s specification, also known as special or bespoke Goods, cannot be cancelled once the order has been placed with the manufacturer.

 

11.3        The Company reserves the right to cancel an order at any time if the Client becomes bankrupt, enters into any arrangement with its creditors, or being a company, goes into liquidation or is wound-up, or being a partnership, is dissolved or if, in the Company’s reasonable opinion, one of the aforementioned events is likely to occur.

 

11.4          Retail Clients (B2C)

 

11.4.1       Retail Clients (B2C) may request to return standard Goods up to 14 days after delivery.  Goods must be unused, in original condition and returned in original packaging. 15-30 days from delivery, returns may be considered; however, a handling and restocking charge will apply.  After 30 days from delivery, returns are not accepted. In all cases, Clients are responsible for all return transport costs.

 

11.4.2       Retail Clients (B2C) must not return any Goods until written authorisation to do so has been received from the Company.  Goods must be returned within 7 days of receipt of authorisation from the Company.

 

11.4.3       Retail Clients (B2C) may not return Goods that have been made to order, these may also be described as specials or bespoke Goods.  

 

11.4.4       Retail Clients (B2C) cannot cancel orders that are to be made to order (specials or bespoke Goods) once the order has been placed with the manufacturer.

 

11.4.5       Returns will not be accepted on Goods that have been installed or used, unless they are confirmed to be electrically faulty.  Installed products cannot be resold. 

 

11.4.6       It is the Client’s responsibility to check the specification, finish, quality and suitability of the Goods upon delivery, before instructing installation.  The Company cannot be held liable if a Good is installed without these checks being carried out correctly.

 

11.5          Trade and Professional Clients (B2B)

 

11.5.1       Returns are only accepted at the discretion of the Company.

 

11.5.2       Returns are only accepted with prior written authorisation from the Company

 

11.5.3        Approved returns are subject to a handling and restocking charge.  Clients are responsible for all return transportation costs.

 

11.5.4        No returns are accepted beyond 30 days of delivery.

 

 

11.5.5       Returns will not be accepted on Goods that have been installed or used, unless they are confirmed to be electrically faulty.  Installed products cannot be resold. 

 

11.5.6       It is the Client’s responsibility to check the specification, finish, quality and suitability of the Goods upon delivery, before instructing installation.  The Company cannot be held liable if a Good is installed without these checks being carried out correctly.

 

 

12              Faulty Goods

 

12.1          The Client is entitled to return Goods ordered from the Company within 30 days of receipt of the Goods if the

                 Goods are faulty.  However, the Company must first have the opportunity to repair the faulty Goods.  If the Client does not accept      

                  the repair of faulty Goods, the Client will be charged a re-stocking charge for the return of the Goods.

 

12.2          The Client must not return any Goods until written authorisation to do so has been received from the Company.  The Client will   

                  be entitled to have the Goods replaced provided: the Company agree that the Goods are faulty and cannot be repaired, the   

                  Goods have not been damaged, the Goods have not been used.  Replacement Goods will be charged at the full price.

 

12.3       The cost of returning the goods to the Company must be paid by the Client.

 

12.4          Any refunds or re-credits will be undertaken within 30 days or receipt of the returned Goods.

 

12.5           Subject to paragraph12.6, Goods which develop a fault or become faulty within the manufacturer’s warranty or guarantee period may be repaired or replaced at the Company’s discretion provided that the Goods are installed and used in accordance with the manufacturer’s recommendations and guidance.

 

12.6          If Goods supplied comprise of interdependent component parts from multiple manufacturers, the warranty or guarantee period for all parts is 24 months, or the shortest warrantee period offered of all associated manufacturers, whichever is the least.

 

12.7          Faults or issues caused by misuse, incorrect installation, or poor handling are not covered and will not be refunded, replaced or covered by manufacturers warrantee.

 

12.8          The existence of complaints does not release the Client from his obligation to pay the Company’s invoices on the due date.

 

12.9          Access costs, electrician or tradesmen fees, or installation-related expenses incurred as a result of faulty Goods are never covered or reimbursed by the Company.

 

 

 

13              Guarantee

 

13.1          Subject to paragraph 13.2, the Goods provided by the Company are manufactured in accordance with the latest international standards and covered by the manufacturer’s Warranty.  Components which develop faults, not caused by client's negligence, within the manufacturer’s warranty period will be repaired or replaced at the Company’s discretion.

 

13.2          If Goods supplied comprise of interdependent component parts from multiple manufacturers, the warranty or guarantee period for all parts is 24 months, or the shortest warrantee period offered of all associated manufacturers, whichever is the least.

 

13.3          The Company will pass on to the Client the benefit of any manufacturer warranty which is provided with the Goods and no other warranty is hereby expressed or implied in respect of the Goods.

 

13.4          Any replacement parts supplied are chargeable and will be invoiced at full value pending return of faulty parts for testing.  Faulty parts returned within 30 days of receipt of replacements may be credited in full dependent upon testing results.

 

13.5          Under no circumstances can the Company accept liability for labour charges, out of pocket expenses or damage incurred by defects however caused.

 

 

14              Conformity and visible defects

 

14.1          Complaints concerning visible defects in the Goods must be notified to the Company, in writing, within two (2) days of receipt of the goods, citing the reasons. Within that period, the Client must demonstrate that the visible defects were present at the time of receipt of delivery.  Once  that  period  has  lapsed,  the  goods  are  deemed  to  have  been accepted definitively by the Client.

 

14.2          It is the responsibility of the Client to check that all component parts supplied are appropriate and conform.  Complaints concerning conformity must be notified to the Company, in writing, within two (2) days of receipt of the goods, citing the reasons. Within that period, the Client must demonstrate that the conformity defects were present at the time of receipt of delivery. Once  that  period  has  lapsed,  the  goods  are  deemed  to  have  been accepted definitively by the Client.  The Client may wish to use a qualified third-party to check the conformity of all component parts.  The Company will not be responsible for the competence of the third-party or any costs involved.

 

14.3      Subject to paragraphs 14.1 and 14.2, the Client is entitled to return Goods ordered from the Company within 30 days of receipt of the Goods if the Company agrees that there are conformity and / or visible defects.  However, the Company must first have the opportunity to repair the conformity and / or visible defects.  If the Client does not accept the repair of the Goods, the Client will be charged a re-stocking charge for the return of the Goods.

 

14.4          The Client must not return any Goods until written authorisation to do so has been received from the Company.  The Client will be entitled to have the Goods replaced provided: the Company agree that the Goods have conformity and / or visible defects and cannot be repaired, the Goods have not been damaged, the Goods have not been used.  Replacement Goods will be charged at the full price.

 

14.5       The cost of returning the goods to the Company must be paid by the Client.

 

14.6          The existence of complaints does not release the Client from his obligation to pay the Company’s invoices on the due date.

 

14.7          Access costs, electrician or tradesmen fees, or installation-related expenses incurred as a result of defects are never covered or reimbursed by the Company.

 

 

 

15              Overseas Projects

 

15.1          All duties,  taxes,  Customs  and Export/ Import charges  and any other related costs  levied upon  the Clients  goods  for the country of destination are the responsibility of the Client, and these costs will be passed on to the Client prior to release of goods and shown on the final payment invoice.

 

 

16              Limitations of Liability

 

16.1          The Company shall in no circumstances have a greater liability to the Client than the amount of the Price and will not be liable for any consequential or indirect loss.

 

16.2          The Company disclaims any and all liability to the Client for the supply of the Goods to the fullest extent permissible under applicable law. This does not affect the Client’s statutory rights as a consumer. If the Company is found liable for any loss or damage to the Client such liability is limited to the amount paid for the relevant Goods.    The Company cannot accept any liability for any loss, damage, costs, expenses or any other claims for compensation, including any direct or indirect loss such as loss of profits, to the Client howsoever arising. This limitation of liability does not apply to personal injury or death arising as a direct result of Company negligence.

 

16.3                                          The Company shall not be held liable for any failure or delay in delivering Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as an act of God or those of third parties which shall include, but is not limited to, any labour strikes, bad weather conditions, fires, governmental actions, war or terrorist acts.

 

16.4          The Company does not accept liability for any indirect loss, consequential loss, loss of data, loss of income or profit, loss or damage to property and/or loss from claims of third parties arising out of the use of the Goods purchased from it.

 

16.5          The Company shall not be held liable for any misrepresentations other than fraudulent misrepresentations.

 

16.6          The Client shall hold the Company harmless against any claims from third parties for any losses. If a subcontractor is used, the Company  may not  be  held  liable  for  any  delays,  errors  in  execution or negligence by said subcontractor.

 

 

17              Force Majeure and Unavailability of Goods

 

17.1          The performance of all contracts is subject to cancellations by the Company owing to any act of God, war, strikes, any acts of government, national emergencies, lock-outs, fire, flood, drought, tempest of any other cause beyond the reasonable control of the Company and the obligations of the Company shall be held in abeyance for the duration of any such circumstances and any date or deadline under this Contract shall be extended by a period equal to the duration of the existence of such circumstances.

 

17.2          If the Company is unable to supply the Goods ordered on account of such Goods no longer being obtainable by the Company, the Company may terminate the Contract by giving notice to the Client and neither party shall have any liability to the other under the Contract.

 

17.3          The Company's  liability  is  always  limited  to  refunding  the  value  of  the goods. The Company cannot be held liable for other direct or indirect losses such as loss of sales, consequential loss, physical injury or losses by third parties.

 

 

18              Company Obligations

 

18.1          The Company’s responsibilities to the Client extend solely to the supply of Goods. Company is not responsible for the installation of the Goods. Nor is the Company responsible for overseeing the installation by a third-party.  It is the Client’s responsibility to appoint and oversee a competent installer.

 

18.2     Where the Client has requested, and the Company has agreed, to provide free of charge indicative lighting layouts, lighting calculations or emergency lighting layouts, the Company shall use reasonable skill and care however the Client acknowledge that the designs are indicative only and that the Company cannot accept responsibility for such designs. The Company does not warrant the accuracy of such designs or that they will meet the Client’s or legislative requirements.

 

18.3        The Company may assign, subcontract or novate any part or parts of its rights and obligations under these Terms and Conditions and this agreement without Client consent or any requirement to notify the Client.

 

 

 

19              Non - waiver of rights

 

19.1          The Company's failure to enforce one or more of the clauses of these general terms and conditions cannot be construed as a waiver of these rights.

 

19.2          If any term or condition of this agreement shall be deemed invalid, illegal or unenforceable, the parties hereby agree that such term or condition shall be deemed to be deleted and the remainder of the agreement shall continue in force without such term or condition.

 

19.3          No  delay  or  failure on the part of the Company  to  enforce  its  rights  or remedies  under  the  agreement  shall constitute a waiver on the        Company’s part of such rights or remedies unless such waiver is confirmed in writing.

 

 

20              Unforeseen circumstances

 

20.1          The Company reserves the right to impose amendment of the contract if unforeseen circumstances arise.

 

 

21              Law and Jurisdiction

 

21.1          These  Terms  and  Conditions  and  our  agreement  shall  be  governed  by  and  construed  in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.