Conditions Of Sale
1. Ruling Conditions
All order for goods are accepted by the Company upon these conditions to the exclusion of any printed terms or condition of the Customer, which shall not form part of the contract. Acceptance of the delivery of the goods from the company shall be conclusive evidence before any court or arbiter that these conditions apply to the sale of goods.
a. Customer means the person whose order is accepted by the Company
b. Company means diVa lighting limited
c. Goods means the goods (including any instalment of the goods or any parts of them)
While the company will take all reasonable care to ensure that its goods comply in all material respects with any specification quoted in any sales literature published by it; all descriptions, specification, drawings and particulars in relation to weight, dimensions and performance of goods: issued by the Company are approximate only and are intended only to present a general idea of goods to which they refer. As such they shall not be relied upon as a basis for entering into any contract with the Company, nor do they form any part of any contract between the Company and the Customer. The Company reserve the right to alter any of the specifications for its goods at any time without prior notice to the customer and without any liability on the part of the company.
4. Prices & Payment
a. all prices quoted to the Customer are based on the full quantities specified by the Customer and the Company reserves the right to revise prices on the event of any quantities being reduced for whatever cause.
b. Terms of payment are strictly nett, if not otherwise agreed separately in writing or marked on the front of the invoice. All prices are subject to the addition of VALUE ADDED TAX at the appropriate rate.
c. The Customer shall pay the agreed price of the goods to the Company by no later than the end of the month following the month in which the goods are invoiced to the Customer by the Company notwithstanding any claim (of whatever nature) which the Customer may have against the company. Time of payment shall be the essence of the contract between the Company and the Customer.
d. If the price of the goods the goods is not paid in full to the Company within that period then (without prejudice to of the company’s other rights and remedies in respect of such breach)
i. The Company shall be entitled to recover the price of goods from the Customer by action, even though property in the goods has not yet passed to the customer in accordance with the provisions of paragraph 7
ii. all other sums owing, or incurred by the customer to the company, but not already due for payment, shall thereupon become due and immediately payable in full.
iii. The customer shall pay interest on all sums due but unpaid at the rate of 4.5% above HSBC bank rate from the time from due until date payment is received by the company.
e. The Company alone shall have the right to appropriate any payment made by the Customer to such of the goods (or goods supplied under any other contract between the Company and the Customer) as the Company may think fit (notwithstanding any purported appropriation by the customer)
a. All times and dates for delivery quoted by the Company are estimates only
b. While the Company will make every endeavour to meet such delivery times and dates the Company shall not in any event be liable to the Customer for the consequences of any delay in the delivery howsoever arising and the Customer shall not be entitiled to refuse to accept the goods because of late delivery
6. Force Majeure
Without prejudice to the generality of paragraph 4 above, the Company reserves the right to suspend any deliveries which have not been made by virtue of any cause over which the company has no control (including without limitation strike, lock-out, riot, civil commotion, fire, accident, explosion, tempest, Act of God, war, stoppage of transport, short supply of goods, or raw materials, or any other contingency whatsoever preventing the manufacture or delivery of the goods) and in any such case deliveries may at the option of the Company be cancelled, or, with the agreement of the Customer, made at the same rate of delivery commencing after the period of suspension, but the Company shall, in no way, be liable for any loss caused by such cancellation or postponement of delivery.
a. Notwithstanding delivery and the passing of risk, property in the goods shall remain in the Company until the Company receives in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Company to the Customer for which payment in then due.
b. Until property in the goods passes to the Customer, the Customer shall be bailee of the goods for the Company and shall store the goods securely, safely, separately from the Customers own goods, or those of any other person and in a manner which makes them readily identifiable as the goods of the Company. The Company’s consent to the Customer possession of the goods any right the Customer may have to the possession of the goods shall cease at whichever is the earliest of the following events:
i. If any sum (whether in respect of the goods or otherwise howsoever) is not paid to the Company by on behalf of the Customer may have to the date when it is due;
ii. If the Customer, not being a Company, applies for an interim order or proposes a voluntary arrangement with the Customers creditors under Part VIII of the Insolvency Act 1986 or does or fails to do anything which would entitle a petition for bankruptcy order to be presented;
iii. If the Customer, being a Company, does or fails to do anything which would entitle any person to appoint a receiver or the whole or any part of the Customer’s assets or which would entitle any person present a petition for an Administration Order or the winding up of the Customer.
c. The Company may for the purpose of inspecting or recovering its goods enter upon any premises where they are stored or where the Company reasonably believes them to be stored.
d. While the Customer is in possession of the goods with the Company consent (but not otherwise), the Customer may re-sell the goods provided that such a sale is in the ordinary course of the Customers business and is at a price not less than the price paid or payable by the Customer to the company for such goods.
i. As between the Customer and its sub-buyer, the Customer shall sell the goods as principal. The customer has no right to and shall not commit the Company to any contractual relationship with or liability to the sub-buyer or any other person
ii. As between the Company and the Customer, the Customer shall sell the goods as fiduciary agent for the Company. The Customer shall hold the proceeds of any such on trust for the Company and shall not mingle such proceeds with other monies or pay them into an overdrawn bank account. Notwithstanding any agreed period of credit for payment for the price of the goods (whether under paragraph 4 (d) or otherwise) the Customer shall pay the proceeds of such sales to the Company forthwith upon receipt.
8. Limit on Liability
a. Any liability incurred by the Company in respect of goods sold pursuant of these conditions howsoever arising shall be limited to replacing the goods or refunding purchase price (or a proportionate part thereof) or issuing a credit note for the amount in question as the Company may in its sole discretion consider appropriate
b. Any replacement goods shall be as nearly as possible identical with the goods replaced and if not shall be at least of equal quality.
9. Claim for Damage, Defect, Loss or Non Delivery
a. The Customer shall inspect the goods immediately upon delivery
b. The goods shall be deemed to have been delivered in accordance with advise note undamaged, in good order, repair and condition without any shortage and to the Customer satisfaction unless the Company received written notice to the contrary as follows:
i. in the case of any defect or damage to the goods which would have been apparent of reasonable inspection by the customer or any shortage in delivery with 3 days of the date of delivery
ii. in the case of non-delivery of any of the goods within 7 days of the date the Customer was notified the goods were due to be delivered
iii. in any other case not mentioned in (i) or (ii) above within 3 months of the date of invoice.
c. In the event of the Company not receiving such written notice within the aforesaid time limits the Company shall be under no liability to the Customer whatsoever.
The Company may deliver by instalments and each instalment shall be deemed to be sold under a separate contract and no failure of or delay of any instalment or any defect in the contents thereof shall entitle the Customer to treat as repudiated with regard to any remaining instalments or give the customer grounds for delay in paying for goods already delivered
11. Heath and Safety
The Customer shall take all reasonable steps to ensure that the goods are used in accordance with the Company’s instructions and warnings relating to the safe and proper use of the goods
Any notice required to be given hereunder shall be given in writing and shall be deemed to have been duly given by the Company or the Customer if sent by first class pos pre paid post or facsimile transmission, addressed to the other at its registered office address or such other address as one party shall have notified to the other purpose.
Any purported variation of these conditions will be void and of no effect unless agreed in writing by the Company and the Customer.
14. Governing Law
These conditions and any contract for the sale of goods between the Company and the Customer shall be governed by English Law and in relation to any dispute or difference in connection with these conditions the Company and the Customer agree to submit to the non exclusive jurisdiction of the English Courts.