Terms & Conditions
means Eco Lighting Specialists Limited of 31 Sackville street Manchester M1 3LZ and its subsidiary, trading or associated Companies.
the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Contract Payment Terms
the Seller’s payment terms attached to these terms and conditions
Goods and/or Services
the Goods and/or Services which the Buyer agrees to buy from the Seller as set out in the Order Form.
the price for the Goods and/or Services, excluding VAT as set out in clause 3 or within the attached Contract Payment Terms.
Force Majeure Event
has the meaning set out in clause 16.
Intellectual Property Rights
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
the Buyer’s order for the supply of Goods and/or Services, as set out within the attached Order Form
the Buyer’s order for the supply of Goods and/or Services attached to these terms and conditions
the services supplied by the Seller to the Buyer as set out in the attached Order Form (Proposal Ref).
has the meaning set out in clause 12.1.6.
These Conditions shall form the basis of the contract (“the Contract”) between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.
Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
These Conditions may not be varied except by the written agreement of a director of the Seller.
These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
4. Payment and Interest
The Goods are described in the Order Form
The Seller reserves the right to amend or change the specification of the Goods and/or Services if required by any applicable statutory or regulatory requirements.
The Seller warrants that for a period of 5 years commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (Warranty Period), the Goods and/or Services shall:
conform with their description;
be of satisfactory quality with the meaning of the Sale of Goods Act 1979;
be fit for any purpose held out by the Seller; and
be carried out in accordance with the Supply of Goods and Services Act 1982.
The Seller shall, to the extent it is reasonably able to do so, pass on any warranty rights granted by any third parties in relation to the Goods and/or Services.
7. Delivery of goods
Unless otherwise agreed in writing by seller delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but not guarantee to do so. Time of delivery shall not be of the essence of the contract.
The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
Non-Delivery of the Goods
The quantity of the consignment of the goods as recorded on dispatch by the seller or on the sellers behalf shall be conclusive evidence that the quantity received by the buyer on delivery unless the buyer can provide conclusive evidence proving the contrary.
The seller shall not be liable for any non-delivery of goods (even if caused by the sellers negligence) unless the buyer gives written notice to the seller of the non-delivery within two days of the date when the goods would in the ordinary course of events have been received.
Any liability of the seller for non-delivery of the goods shall be limited to replacing the goods within a reasonable 3 time or issuing a credit note at the pro rata contract rate against any invoice raised for such goods.
8. Acceptance of goods
The Buyer shall be deemed to have accepted the Goods two days after delivery to the Buyer.
The Buyer shall carry out a thorough inspection of the Goods within two days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and risk
Risk shall pass on delivery of the Goods to the Buyer’s address.
Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
No Seller and/or third party warranties or guarantees for the Goods and/or Services will pass to the Buyer nor be honoured by the Seller or any third party until the Price and all other amounts due to the Seller and payable by the Buyer pursuant to the Contract are paid in full without deduction or set off.
Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
The Seller may at any time before title passes and without any liability to the Buyer:
repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
10. Carriage of goods
11. Supply of services
The Seller shall provide the Services to the Buyer.
The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
12. Buyer's obligations
12.1 The Buyer shall:
Ensure that the terms of the Order are complete and accurate;
Co-operate with the Seller in all matters relating to the Services;
Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises as reasonably required by the Seller to provide the Services;
Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer’s premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation.
If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 12.2; and
The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
13. Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
All Seller Materials are the exclusive property of the Seller.
14. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Conditions shall limit or exclude the Seller’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
raud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
defective products under the Consumer Protection Act 1987.
Subject to clause 14.1:
The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price.
After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
This clause 14 shall survive termination of the Contract.
16. Force Majeure
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than eight weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.