1.1 In these conditions of Sale (the “Conditions”), the “Company” shall mean Divine Lighting Limited, the “Goods” shall mean any item whatsoever which is to be sold or supplied by the Company including services; and the “Purchaser” means the person, association, firm or body corporate 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 these terms and conditions and, except as set out in these terms and conditions, no addition thereto or variation therein shall be effective unless agreed in writing by the parties.
1.3 The Conditions shall apply to and form part of every contract of sale entered into by the Company (the “Contract”). All orders are accepted and executed on the understanding that the Purchaser is bound by these Conditions. Where there is any inconsistency between the Conditions and any conditions that the Purchaser seeks to impose, the Conditions shall prevail. The 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 the Contract shall be entitled to enforce any term of it (save for a person to whom any rights and/or obligations contained in the Contract are assigned or novated by written agreement to the extent of any such rights).
1.6 The relationship between the Purchaser and their customers must be maintained by the Purchaser and not the Company. The Purchaser is responsible for their contract with the end user and may not enter into agreements on behalf of the Company or otherwise commit the Company in any other way.
1.7 The Purchaser accepts that full ownership of all intellectual property rights relating to the Company’s products, including but not limited to – images, sales texts, patents, trademarks, design rights, logos, copyrights, know-how, databases and domain names, belongs to the Company.
1.8 The Purchaser agrees that the Company’s products are expected to be presented both online and in stores in accordance with the Company’s brand values; pure in style, reflecting high quality and great design.
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 of time and has not been withdrawn within that specific period of time by the Company.
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. Any Company 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 dispatch, 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 any 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 Contract. Improvements in our products are made from time to time and we cannot guarantee that the goods will be supplied exactly as illustrated or details in descriptive literature. The Company reserves the right to change these, including product codes without notice.
4.2 The Purchaser undertakes to be able to answer common questions from its customers about the Goods supplied by the Company and demonstrate comprehensive product understanding when marketing the products to their customers.
5. DESPATCH TIMES
5.1 Any times quoted for dispatch are to be treated as estimates only and the Company shall not be liable for failure to dispatch 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 dispatch 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 dispatch be quoted or not, the times for dispatch shall be extended by a reasonable period if delay in dispatch 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 per carton will be applied.
6.3 Deliveries are made to the agreed delivery address registered against the Trade Account of the Purchaser. Deliveries to site are at the discretion of the Company or by prior agreement in writing only and may be charged for at the Company’s discretion.
6.4 The Goods will have deemed to have been delivered on dispatch from the Company’s premises and on delivery the risk of destruction or damage shall pass to the Purchaser.
6.5 In the essence of delivery of goods by installments, the Purchaser 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 Purchaser 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 Purchaser’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 Contract. 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 expedite this process. The Company retains the right to request photographic evidence.
7.2 Subject to the above, when the price quoted includes delivery, the Company shall repair or replace the Goods 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 saleable condition and with the packaging in an acceptable condition. These will be subject to a handling charge of 20% of the original invoiced value. Application for the return of Goods must be made to the Company via email - email@example.com or by fax - 01200 427070 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 a returns order number to be supplied by the Company. Goods 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.
8.4 The Company shall be under no liability for any additional fees incurred by the Purchaser or any of the Purchaser’s customers.
9. DATA PROTECTION
9.1 Both the Company and the Purchaser warrants to the other that it will at all times comply with its obligations (if any) under , up to and excluding the 25 May 2018, the Data Protection Act 1998 and thereafter the General Data Protection Regulation ((EU) 2016/679)PR) (GDPR) (as amended from time to time).
9.2 The Parties acknowledge that for the purposes of the GDPR, the Purchaser is the Data Controller and the Company is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the GDPR).
9.3 Where the discharge of the Company’s obligations under the Contract involves the processing of any personal data, the Purchaser appoints the Company as the Purchaser’s data processor to process the personal data on behalf of the Purchaser for the purposes of the Contract.
9.4 The Purchaser will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the personal data to the Company for the duration and purposes of the Contract.
9.5 Without prejudice to the generality of this Clause 9, the Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under the Contract:
a) process that personal data only on the written instructions of the Purchaser unless the Company is required by laws of any member of the European Union or by the laws of the European Union applicable to the Company to process personal data;
b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Purchaser, to protect against unauthorised or unlawful processing of personal data and against accidental loss of destruction of, damage to personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Purchaser has been obtained and the following conditions have been fulfilled:
i) the Purchaser or the Company has provided appropriate safeguards in relation to the transfer;
ii) the data subject (as defined in the relevant data protection legislation) has enforceable rights and effective legal remedies;
iii) the Company complies with its obligation under the relevant data protection legislation by providing an adequate level of protection to any personal data that is transferred; and
iv) the Company complies with the reasonable instructions notified in advance by the Purchaser with respect to the processing of personal data.
10. FORCE MAJEURE
10.1 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. Where such a delay exceeds a period of twelve months, either party may give written notice to terminate the Contract and thereupon the Contract shall terminate.
11. RISK AND RETENTION OF TITLE
11.1 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.
11.2 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.
11.3 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.
11.4 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.
11.5 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.
11.6 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.
12.1 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 the terms of this Contract or any other Contract between the Purchaser and the Company shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at the Company’s discretion.
12.2 If payment is not made in full by the due date the Company reserves the right to charge interest to the Purchaser 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).
12.3 Payment shall be due whether or not property in the Goods has passed by virtue of Clause 11 above and the Company shall (without prejudice to any other right or remedy) accordingly be entitled to litigate for the amount due even if property in the Goods has not passed.
12.4 The Company will not be held responsible for any costs incurred under liability clauses by installers of the Company’s Goods 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.