Terms and conditions of use
Newtech Lighting Limited Conditions of Sale
1a “The Seller” means Newtech Lighting Limited.
“The Goods” means the Goods the subject of the contract or contracts to which these Conditions apply.
“United Kingdom” means England, Scotland Wales and Northern Ireland.
1b These Conditions of Sale shall be applicable only to Goods, which are the subject of contract or contracts between the Seller and Buyer. The installation service supplied by the Seller shall be specifically excluded from these Conditions of Sale.
2a Every sale by the Seller shall in every case be subject to these Conditions to the exclusion of any other terms whether contained in any earlier set of Conditions issued by the Seller or the Seller’s Agents or in a form of order or any other document issued by the Buyer or the Buyer’s Agents or otherwise arising whether expressly or by implication additions accessories or ancillary products which it may be agreed shall be supplies in connection with the Goods or for use herewith, and any other Goods whatsoever which the Seller may supply to the Buyer in future, shall be supplied
the terms contained in these conditions.
2b No representative or Agent of the Seller has authority to contract with the Buyer for the sale of Goods or to amend vary or waive these Conditions or to make any binding representation or warranty in respect of the Goods.
2c All quotations are made at current prices, but are subject to alteration without notice and Goods all be charged at prices ruling at the date or despatch. The price quoted will be applicable only to the quantity specified on the Buyer’s enquiry. Any delivery times quoted are advisory only and may be subject to alteration dependent on supplier’s delivery to the Seller. The Seller cannot accept responsibility for any loss suffered by the Buyer in respect of delay or price increase beyond the Sellers control.
Where no period is stated in the Sellers Quotation, the contents will be valid for 28 days.
2d the Seller’s Quotations do not constitute an offer.
2e Unless previously withdrawn, Quotation are open for acceptance for period stated hereon.
2f The Buyer and the Seller shall be liable and entitled under this contract as principals save that the Seller shall have the option of enforcing this contract against any principal of the Buyer.
3 Except as otherwise agreed in these conditions, all drawings, descriptive matter, samples, weights, dimensions specifications, capacities, brochures, catalogues, price lists and advertising matter are published or issued for the sole purpose of giving an approximate idea of the Goods described herein and no information contained in any of them or in any other document whatever shall form part of the contractual description of the Goods, nor shall they form part of any contract. The Seller reserves the right to make without notice such reasonable modification in specifications descriptions, designs, materials or finishes as it deems necessary or desirable. The Buyer shall not be entitled to object to or reject the Goods or any of them by reason of such reasonable modifications.
3a To the best belief of the Seller all Goods comply in all aspects with the requirements of the Health and Safety at Work Act 1974 (“the Act”) subject as hereinafter provided.
3b The Buyer shall ensure that the Goods will be safe and without risk to health when properly used and in particular (without prejudice to the foregoing) the Buyer shall ensure that the Goods are used in accordance with any instruction manual, which the Seller may supply. If the buyer fails to comply with the foregoing provisions of this clause then 1) the Seller shall be relieved of its liability (if any) to the Buyer under Act or under sub-paragraph (a) of this condition or otherwise howsoever to the extent that such liability would not have arisen but for such failure and 2) the Buyer shall indemnify the Seller against all claims by third parties and all penalties for which the Seller as a result of duplications of an Order will be charged to the Buyer.
4 Orders sent in confirmation of telephone instructions should be clearly marked as such, otherwise costs incurred by the seller as a result of duplications of an Order will be charged to the Buyer.
Any works charges incurred by the Seller in respect of cancellation of any non-stock items will be invoiced to the Buyer.
5 The Seller will repair or replace free of charge goods damaged in transit, provided that the Carriers and the Sellers receive written notice of such damage within three days of delivery.
Goods should be checked by the Buyer, with the advice note enclosed with the goods, upon receipt and if received in a damaged or unsatisfactory condition must be reported as such.
Shortages must also be notified by the Buyer to the Carriers within three days of delivery,
failing which no liability will be accepted.
Non delivery of Goods must be reported in writing by the Buyer to the Seller within three days of receipt of invoice or advise of despatch, whichever is the earlier
6 Goods correctly supplied may not be returned without the written agreement of the Seller. Goods so returned must be consigned by the Buyer carriage paid and be accompanied by full details stating the invoice number and date together with the reason for return.
Any article that has been supplied to special requirements cannot be accepted by the Company for return under any circumstances and in other instances a re-stocking charge will be imposed.
7a Goods will be delivered outside the United Kingdom on an ex-works basis unless otherwise agreed.
7b Unless otherwise agreed by the Seller in writing, delivery of the Goods shall take place at the Sellers premises.
7c Unless otherwise stated in writing by the Seller all prices quoted are net ex-works and are exclusive of Value Added Tax (VAT) customs duties and import levies or any similar duties of levies and any charges for carriage.
7d Times or dates quoted by the Seller for completion or delivery are intended as an approximate estimate only. Every endeavour will be made to adhere to such times or date but the Seller does not give any other undertaking in that regard.
7e If for any reason the Buyer fails to accept delivery of the Goods within (seven) days of the date of service on the Buyer by the Seller of a written notice stating that the Goods are due and ready for delivery the Buyer shall remain liable to pay the price for the Goods at the times specified in these Conditions and without prejudice to any other right conferred upon it in that event by these terms or by law the Seller shall be entitled to store the Goods at the Buyer’s risk and the Buyer shall be liable to the Seller for the reasonable cost of doing so.
7f After the expiration of (seven) days from the date of service of a notice pursuant to sub-paragraph (e) of this Condition the Buyer shall be responsible for all loss or damage to the Goods howsoever arising (including loss or damage caused by the negligence of the Seller).
7g When the Buyer must do something so as to enable the Seller to manufacture, finish and/or deliver the Goods such act must be done by the date stipulated by the Seller or (if no date is so stipulated) must be done in such time as will enable the Seller to meet the estimated time stated for completion or delivery of the Goods. The act referred to include (but are not
i. The provision of all necessary drawings or information. The provisions of letter or credit and/or another necessary payment documents.
ii. The obtaining of any necessary licence or permission (including import and export licences) for delivery.
iii. The provision of shipping space.
iv. The Seller will not be liable for any delays in delivery caused by any failure or delay on the part of the Buyer in performing such acts surplus or shortfall and shall pay for the Goods pro rata at the contract rate.
8 The Seller shall be released form his obligations hereunder to the extent that the performance
Of those obligations is delayed, hindered or prevented by any circumstances beyond the Seller’s control including, without prejudice to the generality of the foregoing, strikes, lockouts or other industrial action, or the reasonable apprehension thereof civil disturbances, war, Queens enemies, Act of God, fire. Explosion, storm, flood tempest, seizure, arrest or
Requisition of Goods or any materials.
9a Unless otherwise agreed by the Seller in writing all payments shall be made in pounds sterling
.9b The Seller’s liability is limited to repair and replacement of goods and liability for every form of consequential damage or loss except only death or personal injury is hereby expressly excluded. Save as expressly provided to the contrary in these Conditions every term, conditions or warranty whatsoever relating to the quality, description or fitness of the
Goods implies by law otherwise howsoever is expressly excluded.
9c A prospective Buyer wishing to open a credit account should apply to the Seller enclosing full details of address, two trade references and the name of their bank. Until the opening of an account has been confirmed by the Seller in writing Goods will be supplied against the first two orders on a Proforma basis payable at the time the writer Order is placed. If the Buyers Credit Application is authorised by the Seller subsequent orders shall be executed on the basis of nett payment 30 days from invoice date.
10a Time for payment shall be of the essence.
10b All accounts are payable to the Seller by the Buyer 30 days following date of invoice or on such other terms are agreed at the time order is placed,
10c If payment is not received from the Buyer by a further 30 days from this date, or after the expiry of any other payments period agreed in writing, the Seller reserves the right to withhold deliveries and to charge 3% interest on the amount not settled by the due date.
10d The Buyer shall pay the price of the Goods including any increase price pursuant to clause (hereof) without any deduction whether by way of set-off counterclaim or otherwise howsoever.
10e The Seller reserves the right to determine any contract without prejudice to the seller’s right to recover money due in the event of the Buyer failing to comply with the Seller’s terms of payment.
11 In the event of:
11a Any distress, execution levied upon any of the Buyer’s assets. or other legal process being
11b The buyer entering into any arrangement of composition with its creditors. Committing any act of bankruptcy of (being a corporation) an order being made or an effective resolution being passed for its winding up except for the purpose of amalgamation or reconstruction of a Receiver being appointed in respect of the whole or any part of its undertaking or assets,
11c non payment by the Buyer of any monies due from it to the Seller the seller shall be entitled to suspend all or any future deliveries and instalments under this or any other contract, and on written notice to cancel the undelivered portion of this or any contract between the Buyer and the Seller.
i. In the event of any such cancellation by the Seller and/or repudiation of the contract by the Buyer the Seller shall be entitled to recover as damages from the Buyer the following-
ii. The value of any work completed or Goods manufactured at the date of termination.
iii. The value of any work begun or Goods begun to be manufactures but not completed at the date of termination including the cost of materials, labour and overheads in connection herewith.
iv. A sum representing any further profit which the Seller would have made ion the Contract but for its termination such profit to be determined by the Sellers Auditors whose decision shall be conclusive and binding on the Buyers.
vi. The rights conferred by this Condition shall be without prejudice to any other right enjoyed by the Seller pursuant to these Conditions or by law, including in particular the right to recover the Goods or the or the proceeds thereof from the Buyer pursuant to clause 12 hereof.
12a Property in the Goods shall pass to the Buyer upon whichever is the last of the following events namely payment in full of the price of the Goods and payment in full of every sum which is due from the Buyer to the Seller whether under this contract or otherwise howsoever.
12b Until the happening of the last such event the Buyer shall keep the Goods as bailee and shall in so far as may be possible store them in such a way that they are identifiable as the Property of the Seller and separate from all other goods in the Buyers possession.
12c At any time before the happening of the last event mentioned (a) above the Seller may by notice in writing to the Buyer determine the Buyers right to sell the Goods and the Buyer shall thereupon return the Goods to the Seller and shall cease to be in possession of the Goods with the consent of the Seller and at any time after the giving of such notice the Seller may enter upon any premises where the Goods are or are reasonably believed to be and may remove them.
12d The Buyer shall be entitled to use or sell the Goods in the normal course of the Buyers business before the happening of the last event mentioned in (a) above but only upon the following conditions-
I If the Goods are prior to sale by the Buyer made up or incorporated in or mixed with other goods then if they remain separately identifiable the Seller shall retain title thereto and if they do not remain separately identifiable the Seller shall become a joint owner of the goods in or with which the Goods are incorporated or mixed in such proportion as the value of the Goods bears to the value of the goods in which the goods are so incorporated or mixed.
12e If the Buyer sells the Goods or goods in or with which the Goods have been so incorporated or mixed the sale shall be on behalf of the Seller as owner or joint owner thereof as the case may be and the proceeds of any such sale (or the Seller’s share thereof if the sale is of jointly owned property) shall be held in trust for the Seller and in a separate identifiable account.
12f Not withstanding the foregoing the Goods are at the entire risk of the Buyer from the time of delivery.
13a The Buyer shall not use the Goods for the purpose of designing or manufacturing identical goods, without the Sellers prior written consent. All patent, registered design copyright and other industrial property rights in or in connection with the Goods which the Seller may have shall remain the property of the Seller.
13b The buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s instruction which involves the infringement of any letter, patent, trade marks, copyright registered design.
14 The Buyer shall indemnify the Seller against all costs claims and demands proceeding charges and expenses for which the Seller may become liable in respect of the Goods except to the extent the liability is specifically assumed by
The Seller under these Conditions.
15 Any failure by the Seller to exercise any rights under these Conditions shall not constitute a waiver or prevent the subsequent exercise of such rights.
16 Any notice required to be given or served hereunder shall be addressed in the case of a notice to be given to or served on the Buyer at the address of the Buyer shown on the contract or invoice and in the case of the Seller at its registered office for the time being and may be given or served either.
a. By letter by leaving the same or sending the same by first class post in pre-paid envelope and a notice so given or served shall be deemed to have been given or served
b. on the day it was so left or on the day following that on which it was posted in the case of the Seller or in the case of the Buyer if the address if the Buyer is within United Kingdom or
c. within 7 days of the date of posting otherwise or
d. by facsimile transmission and a notice so given or sent shall be deemed to have been given or served
within 24 hours of the transmission.
16 This Contract shall be governed by English law and the Buyer and the Seller shall submit to the jurisdiction of the English Courts.