TERMS AND CONDITIONS OF SALE
1.1 In these conditions of Sale (the Conditions) the “Company” means Divine Lighting Limited, the Goods mean any item of whatsoever nature is to be sold or supplied by the Company including services; and the “Purchaser” means the person, association, firm or body corporate (collectively “person”) which receives a quotation from the Company for, or buys or has agreed to buy, Goods.
1.2 All quotations are made and all orders are accepted subject to the following terms and conditions and no addition thereto or variation therein shall be made unless agreed in writing by the parties.
1.3 These Conditions shall apply to and form part of every contract of sale entered into by the Company (a “Contact”). All orders are accepted and executed on the understanding that the Purchaser is bound by these Conditions. Where there is any inconsistency between these Conditions and any conditions that the Purchaser seeks to impose, these Conditions shall prevail. These Conditions, together with any special terms and conditions agreed in writing by the parties, and any documents referred to in the Conditions or elsewhere in the Contract, shall constitute the entire agreement between the Company and the Purchaser and supersede any previous agreement or arrangement between them relating to the subject matter thereof. This Contract may not be amended or varied except in writing duly executed by the parties.
1.4 A Contract shall be formed when acceptance of the Purchaser’s order is confirmed in writing by the Company or by (and to the extent of) the Company’s commencement of performance. 1.5 No person other than a party to a Contact shall be entitled to enforce any term of it (save for a person to whom any rights and/or obligations contained in the Contact are assigned or novated by written agreement to the extent of any such rights).
2. QUOTATIONS AND ORDERS
2.1 The Company reserves the right to refuse the acceptance of a quotation unless such quotation is stated to be open for a specific period and is not withdrawn within such a period.
2.2 A quotation by the Company does not constitute an offer and the Company may withdraw or revise any quotation at any time prior to the Company’s acceptance of the Purchaser’s order. The company’s quotation to supply goods is valid for 30 days from the date submitted to the Purchaser, unless withdrawn prior to receipt of the Purchaser’s acceptance or extended by the Company in writing. To the extent a quotation relies on third party information and the Company later determines a material alteration may be needed in the Goods specification or method of manufacture, the Company may amend or withdraw the quotation as it sees fit, regardless of the Purchaser’s prior acceptance thereof.
2.3 Orders may be accepted in whole or in part, unless previously agreed in writing to the contrary. Shipment of less than an entire order shall be deemed acceptance of only the portion shipped. Written or oral acknowledgement of an order does not constitute acceptance of the un-shipped portion of the order.
2.4 No order accepted by the Company may be cancelled or varied by the Purchaser except with the Company’s agreement in writing on terms including (without limitation) indemnification of the Company against any cost, loss or damage suffered or incurred as a result of such cancellation or variation.
3.1 The price payable for the Goods shall, unless otherwise stated by the Company in writing, be the list price of the Company current at the date of despatch, and in the case of an order for delivery by installments the price payable for each installment shall be the list price of the Company current at the date of dispatch of such installment. Subject thereto, all prices and terms are subject to change without notice.
3.2 The Purchaser shall indemnify and hold harmless the Company in respect of ay loss, cost or expense incurred by the Company as a result, directly or indirectly, of the Purchaser’s instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect or fault on the part of the Purchaser, its servants, agents or employees. The price of the Goods shall be due in full to the Company in accordance with the terms of the Contract and the Purchaser shall not be entitled to exercise any set-off, lien or any other similar right or claim.
3.3 All prices are subject to the addition of Value Added Tax and all other applicable taxes and duties at the appropriate rate.
4.1 All descriptive and forwarding specifications, drawings and particulars of weight and dimensions issued by the Company are approximated only and are intended only to present a general idea of the goods to which they refer and shall not form part of the Contact. Improvements in our products are made from time to time and we cannot guarantee that the good will be supplied exactly as illustrated or details in descriptive literature.
5. DESPATCH TIMES
5.1 Any times quoted for despatch are to be treated as estimates only and the Company shall not be liable for failure to despatch within such time unless the Purchaser has suffered loss thereby and the amount payable in respect thereof shall have been agreed in writing prior to despatch as liquidated damages, in which case the Company’s liability shall be limited to the amount so agreed to be paid. In all cases, whether a time for despatch be quoted or not, the times for despatch shall be extended by a reasonable period if delay in despatch is caused by instructions or lack of instructions from the Purchaser, or by industrial dispute, or by any cause whatsoever beyond the company’s reasonable control.
6.1 Unless otherwise specified in the Company’s tender, the price quoted includes delivery by any method of transport at the Company’s option within the mainland of Great Britain.
6.2 Our minimum order value for free delivery is £175.00 N.I.V. On orders below £175.00 N.I.V. a small order charge of £10.00 will be applied.
6.3 Deliveries are to the normal agreed delivery address of the account. Deliveries to site are at the discretion of the Company or by prior agreement in writing only and may be charged for.
6.4 The good will have deemed to have been delivered on despatch from the Vendor’s premises and on delivery the risk of destruction or damage shall pass to the buyer.
6.5 In the essence of delivery of goods by installments the buyer will not be entitled to treat the delivery of faulty goods in any one installment or the late delivery or non-delivery of any one installment as a repudiation of the whole contract.
6.6 If the buyer fails to give delivery instructions within 14 days of it being notified the goods are ready for delivery the Company shall (without prejudice to any other rights or remedies available to it) be entitled (but not bound) to store the goods at any available place at the buyer’s expense.
7. LOSS OR DAMAGE IN TRANSIT
7.1 All claims related to loss, shortage, damage or breakage to Goods received shall be reported within 48 hours of delivery and within seven days of receipt of invoice if the goods have not been delivered otherwise the Goods shall be deemed to have been accepted by the Purchaser as being in good order and in conformity with the contact. Claims outside this period will not normally be considered by the Company. Full notification in writing shall be received within seven days, notifying the Company of Delivery Note number and / or Purchase Order Number, date of delivery, product code and details of faulty and / or missing Goods,. A fax number (01200 427070) and an email address (firstname.lastname@example.org) are available to speed this process.
7.2 Subject to the above, when the price quoted includes delivery, the Company shall repair or replace free of charge or give credit for Goods damaged in transit or not delivered, as verified by the Company, in satisfaction of any liability of the Company in such circumstances.
8. RETURN OF GOODS
8.1 Goods returned without the written permission of the Company cannot be accepted and will be redirected to the Purchaser, at the Purchaser’s cost, on the next available delivery.
8.2 No return of goods which are not defective will be accepted without our returns order number. This must be obtained within 14 days from date of invoice and provided that they are unused, in mint condition and the packaging is in acceptable condition. These will be subject to a handling charge of 20% of the original invoiced value. Application for the return of products must be made to the Company and permission obtained prior to the submission of a debit note. Original invoice numbers and products codes must also be quoted.
8.3 Faulty or defective goods will not be accepted without our returns order number. Products will be replaced if found defective in workmanship or materials. Subject to this, all express or implied warranties or conditions are excluded, and responsibility will not be accepted for loss or damage, consequential or otherwise, however caused.
9. FORCE MAJEURE
9.1 The Company shall be under no liability for any loss or injury suffered by the Purchaser where the Company is prevented from carrying out any provisions of the contract as a result of any cause beyond its reasonable control including (but not limited to) Acts of God, legislation, war, fire, drought, failure of plant or power supply or collapse of structure, lock-out , strike or other action taken by employees in contemplation of furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the contract. The contract shall be suspended during such delay but upon cessation of the cause of delay, the contract shall again become fully operative provided that if such delay shall exceed a period of twelve months, either party may give written notice of termination of this contract and thereupon the contract shall terminate.
10. RISK AND RETENTION OF TITLE
10.1 The Goods shall be at the Purchaser’s risk of loss or deterioration or of damage to the Goods or any part thereof, subsequent to delivery.
10.2 Notwithstanding that the Purchaser, its servants, agents and employees may obtain possession of the Goods, the property in the Goods shall remain with the Company until all sums payable at any time by the Purchaser to the Company whether under this Contract of under any other contract (including interest) have been discharged in full and unconditionally. The Purchaser shall be as a mere bailee and on a fiduciary basis for the Company, store the Goods while in his possession in such a way that they can be readily identified as the sole and absolute property of the Company.
10.3 Pending payment of the full purchase price of the Goods the Purchaser shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire and theft in an amount at least equal to the balance of the price for the same from time to time remaining outstanding.
10.4 If before such payment in full, the Goods shall be sold or otherwise disposed of to a third party, the Company shall be entitled to all monies and rights which, but for these provisions, would otherwise be due to the Purchaser arising from such sale or disposition and the Purchaser shall (if required by the company) assign to the Company, or as the Company may direct at the Purchaser’s cost, any claim against such third party.
10.5 The company reserves the right to deal with its property in any manner it thinks fit and shall be at liberty at any time to retake possession of the same or any part thereof and for that purpose the Purchaser irrevocably authorizes the Company, its officers, servants and agents to enter without notice into or upon any premises of the Purchaser or upon any premises of which the Purchaser has possession or control. The Purchaser irrevocably instructs all and any of its officers, servants or agents to deliver up any such property in their possession.
10.6 If any of the Goods shall be incorporated into other Goods which are the property of the Purchaser before the price is paid in full the property in the whole of such Goods shall be and shall remain with the Company until the price has been paid in full and all the Company’s rights hereunder in the Goods shall extend to those other Goods.
11.1 Payment is strictly net cash to be made by the due date stated on the invoice or, in the absence of any such stated date, within 30 days net monthly. Failure to make due payment in respect of deliveries or installments under this or any other contract between the buyer and the Company shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at its option.
11.2 If payment is not made in full by the due date the Company reserves the right to charge interest to the buyer at the rate of 2% per annum above the base rate of Barclays Bank PLC on the unpaid balance (such interest to accrue on a day to day basis from the due date as well after as before any judgment).
11.3 Payment shall be due whether or not property in the goods has passed by virtue of Clause 10 above and the Company shall (without prejudice to any other right or remedy) accordingly be entitled to sue for the price once the same is due even if property in the goods has not passed.
11.4 The Company will not be held responsible for any costs incurred under liability clauses by installers of the company’s products in the event of an appointed purchaser failing to comply with the Company’s terms of payment resulting in the suspension of deliveries until such default is made good.