Independent lighting specialists
CONDITIONS OF SALE
INTERPRETATION
In these Conditions "Contract" means a contract for the sale of goods by Projects Department to a purchaser which incorporates these Conditions; "Equipment" means the goods and equipment which Projects Department supplies pursuant to a Contract; and "International Supply Contract" has the meaning set out in section 26 of the Unfair Contract Terms Act 1977.
APPLICATION
These Conditions alone (as varied in accordance with condition 2.2) shall govern and be incorporated in every Contract for the sale of goods made by or on behalf of Projects Department with a purchaser. They shall apply in place of and prevail over any other express or implied terms or conditions whether or not referred to in any documentation submitted by the purchaser.A variation of these Conditions shall be valid only if it is in writing and signed by a director or authorised representative of Projects Department.
QUOTATIONS AND ACCEPTANCE
Quotations made by Projects Department shall be valid and capable of acceptance for a period of [30] days following despatch or such other period as the quotation may specify.An accepted order may only be varied with Projects Department’s written consent, which consent shall be without prejudice to and shall not be a waiver of Projects Department’s rights against the purchaser in respect of any loss occasioned by such variation.
PRICES
Unless otherwise quoted or agreed the price payable for the Equipment shall be the price listed in Projects Department’s published list of prices current at the time of despatch.Unless otherwise specified, the prices shall exclude VAT and any other tax or duty payable by a purchaser; costs of delivery within the UK and/or overseas; any special packing requested by the purchaser and costs of storage if requested by the purchaser.
TERMS OF PAYMENT
In respect of Equipment to be delivered within the UK for which Projects Department has agreed to grant credit, payment of invoices shall, unless otherwise agreed in writing, be made in full within 30 days from the date of the invoice. Time of payment is of the essence of a Contract. In all other cases where Equipment is supplied for delivery within the UK, payment must be made prior to delivery and Projects Department shall have the right to withhold delivery of the Equipment until payment is made.Projects Department reserves the right to suspend the provision of equipment to the purchaser where any amounts are overdue under any contract with the purchaser until all such amounts have been paid. The purchaser shall not be entitled by reason of any set-off, counterclaim, abatement or analogous deduction to withhold payment of any amount due to Projects Department.Any credit allowed to the purchaser may be changed or withdrawn at any time.Interest shall be payable on overdue accounts at the rate of 2% above HSBC Bank Base Rate from time to time to run from the due date for payment until receipt by Projects Department of the full amount (including any accrued interest) whether before or after judgment.Notwithstanding any agreement by Projects Department to store equipment on behalf of the purchaser after the agreed delivery date, Projects Department may deliver an invoice in respect of the Equipment and payment shall be made by the purchaser under the terms of this Condition.Projects Department shall be entitled to offset any amount owing to it from the purchaser against any amount owed to the purchaser by Projects Department.
DELIVERY
Delivery or despatch dates mentioned in any quotation, order acceptance form or elsewhere are approximate only and not of any contractual effect or of the essence of the Contract. Projects Department shall not be liable to the purchaser for failure to deliver on a particular date or dates.Delivery, including equipment supplied under International Supply Contracts, shall be at Projects Department’s premises unless otherwise agreed by Projects Department and Projects Department may make an additional charge for delivery other than at its premises.The purchaser shall be solely responsible for loading or unloading, the Equipment, as the case may be, at the point of delivery.If the purchaser fails to take or effect shipment or delivery of the Equipment, Projects Department shall arrange for re-delivery, at the purchaser's expense. If the purchaser fails to take or effect delivery, on the second occasion, Projects Department shall be entitled to terminate the Contract and to recover from the purchaser monies due plus any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, storage costs).Unless otherwise expressly agreed, Projects Department may effect delivery in one or more instalments. In which case, each instalment shall be treated as a separate Contract.The purchaser shall examine the Equipment on delivery for any obvious damage or shortage. Projects Department shall not be liable to the purchaser:for non-delivery unless the purchaser notifies Projects Department of a claim within 7 days from the agreed delivery date (UK) or 14 days (for overseas deliveries);for shortages in quantity delivered unless the purchaser notifies Projects Department of a claim within 14 days of receipt of the Equipment; for damage to or loss of the Equipment or any part of them in transit (where the Equipment is delivered on behalf of Projects Department) unless the purchaser notifies Projects Department of a claim within 14 days of receipt of the Equipment or the scheduled date of delivery, whichever is the earlier;If liability is accepted by Projects Department under this condition, Projects Department’s only obligation shall be at its option to make good any shortage or non-delivery; or to refund to the purchaser the amount paid by the purchaser for the Equipment which is the subject of a claim under this Condition.
RISK
Risk in the Equipment shall pass to the purchaser on delivery.Any property of the purchaser in Projects Department’s possession or under its control and all property supplied to Projects Department by or on behalf of the purchaser shall be held by Projects Department at the purchaser's risk.
TITLE
Notwithstanding delivery and passing of risk, the Equipment shall remain the property of Projects Department until the purchaser pays to Projects Department the agreed price for the Equipment (together with any accrued interest) and all other amounts owed by the purchaser to Projects Department [in respect of any other Contract.Until property in the Equipment has passed, the purchaser is in possession of the Equipment in a fiduciary capacity and shall:not part with possession of the Equipment otherwise than in accordance with condition 8.5; take proper care of the Equipment and take all reasonable steps to prevent any damage to or deterioration of it; keep the Equipment free from any charge, lien or other encumbrance and store the Equipment in such a way as to show clearly that it belongs to Projects Department reserves the right to repossess and resell any of the Equipment to which it has retained title.The purchaser grants an irrevocable right and licence to Projects Department and its employees and agents to enter the purchaser's premises during normal business hours for the purpose of inspecting and/or repossessing Equipment to which it has retained title.Whilst the purchaser is in possession of the Equipment with Projects Department’s consent (but not otherwise) the purchaser may in the ordinary course of its business sell the Equipment provided that notwithstanding any agreed period of credit for payment of the price of the Equipment the purchaser shall pay the proceeds of such sales to Projects Department forthwith upon receipt, of such proceeds.
EXPORT SALES
At Projects Department’s option, payment for Equipment supplied under an International Supply Contract shall be either in advance or shall be secured by an irrevocable letter of credit satisfactory to Projects Department established by the purchaser in favour of Projects Department immediately upon receipt of Projects Department’s acceptance of the purchaser's order and confirmed by a UK bank acceptable to Projects Department. The letter of credit shall be for the price payable for the Equipment (together with any tax or duty payable) to Projects Department and shall be valid for at least 6 months or such longer period as shall be estimated by Projects Department for delivery. Projects Department shall be entitled to payment on presentation to such UK bank of the documents specified by Projects Department.
WARRANTIES AND LIABILITIES
Subject to the terms of this Condition, Projects Department warrants that on delivery the Equipment shall be free from defects in materials and workmanship for the duration of the Warranty Periods set out in Condition 10.2 below.The warranty periods (the "Warranty Periods") are as follows:for obvious or apparent defects in materials and workmanship the Warranty Period shall terminate one month from receipt of the Equipment by the purchaser.if the defect in materials or workmanship would not be apparent on reasonable inspection, the Warranty Period shall terminate:
11.2.2.1 in the case of lamps and other consumables ("Accessories") at the end of their rated life;
11.2.2.2 in the case of Equipment other than Accessories, one year from the date of commissioning or installation of the equipment (provided that installation/commissioning does not occur more than 18 months from delivery) or at the end of the rated life of the Equipment (whichever occurs first); The purchaser shall promptly notify Projects Department in writing of any claims under this warranty. Same as provided below, Projects Department shall not be liable for any claims arising after the expiry of the Warranty Periods.Projects Department does not warrant and shall not be liable in respect of:any equipment or component parts of Equipment which is manufactured by a third party. If permitted, Projects Department shall, at the request of the purchaser, assign the benefit of any warranty given by the manufacturer of such equipment or components; orany damage or loss which arises by way of accident, misuse, unauthorised repair or modification of the Equipment or use of the Equipment for a purpose other than that for which it was designed, by the purchaser or any third party; or for defects in the Equipment caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or any act, neglect or default of the purchaser or of any third party.On receipt of a claim under warranty Projects Department shall be entitled to inspect the Equipment and Projects Department shall direct the purchaser:to return the Equipment or parts thereof to Projects Department; and/or to permit access by Projects Department’s representative at the place where the Equipment is located for the purposes of inspection of the Equipment.If liability is accepted by Projects Department under this Condition, Projects Department’s only obligation shall be at its option:to replace, repair or modify any Equipment found to be defective in materials or workmanship, or found not to be in material compliance with an agreed Specification at the time of delivery; or to refund to the purchaser the amount paid by the purchaser for the Equipment the subject of a claim under this Condition.All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Equipment are excluded. Save as provided under the warranty and save for death or personal injury caused as a result of Projects Department’s negligence, Projects Department shall not be liable to the purchaser for any loss, damage or injury, direct or indirect, resulting from defects in design, materials or workmanship whether arising as a result of Projects Department’s negligence or otherwise.Projects Department shall not be liable for any indirect or consequential losses or expenses suffered by the purchaser, howsoever caused, and including, without limitation, loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims. Projects Department’s aggregate liability to the purchaser, whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstance exceed the cost of the defective, damaged or undelivered Equipment which give rise to such liability as determined by net price invoiced to the purchaser in respect of any occurrence or series of occurrences.In respect of consumer transactions only (as defined by The Consumer Transactions (Restrictions on Statements) Order 1976 as amended) nothing in these Conditions affects the statutory rights of a consumer.
SPECIFICATIONS AND PROJECTS DEPARTMENT’S RIGHTS
Unless expressly agreed in writing and warranted by Projects Department all drawings, designs, specifications and particulars of weights and dimensions submitted by Projects Department are approximate only and Projects Department shall not be liable for any deviation from them.All rights in any drawings, designs, specifications and information (together “Designs”) submitted by Projects Department shall remain the property of Projects Department. Designs shall be treated as confidential and shall not be disclosed to any third party without Projects Department’s written consent or used by the purchaser other than for purposes authorised by Projects Department.Projects Department accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by Projects Department. The purchaser shall indemnify Projects Department against each loss, liability and cost which Projects Department incurs arising from them.The purchaser shall not acquire any rights in any software supplied by Project Department, save for a non-exclusive, non-transferable licence to use such software, or as otherwise set out in Projects Department’s software licence.
INSTALLATION
Where Projects Department has agreed to install the Equipment at premises nominated by the purchaser (the "Installation"), then the following shall apply:Projects Department shall charge an additional fee for the Installation and the purchaser agrees to pay the fee upon receipt of an invoice;as advised and requested by Projects Department, the purchaser shall prepare the Installation site in advance and ensure that electrical and other services and access to the site are available to Projects Department ;as far as statute permits, Projects Department accepts no liability for damage caused to the Equipment during Installation and the purchaser shall take out appropriate insurance in this respect; the purchaser shall indemnify Projects department, its servants and agents against all costs, claims, loss, damage or injury to persons of any nature or howsoever caused which arises from the Installation, save for damage to tangible property or death or personal injury arising as a result of Projects Department’s negligence during the Installation.at the request of Projects Department, the purchaser shall attend the inspection or testing of the installed Equipment and confirm in writing his acceptance of the Equipment. If the purchaser rejects the Equipment, it must give valid reasons for doing so. The purchaser shall be deemed to have accepted the Installed Equipment if no valid bona fide reasons for rejection have been notified to Projects Department within 7 days of the test date notified to the purchaser. Use of the Equipment by the purchaser shall constitute acceptance.if, as a result of Force Majeure, as defined below, Projects Department is unable to carry out the Installation for more than 13 weeks after the scheduled installation date, Projects Department will, subject to the consent of the purchaser, ensure that the Installation site is safe. Thereafter Projects Department shall terminate the Installation Contract with immediate effect by written notice to the purchaser and Projects Department shall not be liable for any loss or damage suffered by the purchaser as a result.
PACKAGING
The purchaser shall meet the cost of any special packaging requested by the purchaser or any packaging rendered necessary by delivery by any means other than Projects Department’s normal means of delivery. If the purchaser requires Equipment to be delivered on pallets, these must be returned to Projects Department in good condition, carriage paid within 30 days of the date of delivery.
LICENCES AND CONSENTS
Unless otherwise agreed, if a licence or consent of any government or other authority is required for the acquisition, carriage or use of the Equipment by the purchaser, the purchaser shall obtain the licence or consent at its own expense and if requested produce evidence of it to Projects Department on demand. Failure to obtain any licence or consent does not entitle the purchaser to withhold or delay payment of the price. Any additional expenses or charges incurred by Projects Department resulting from such failure shall be paid by the purchaser.
HEALTH AND SAFETY AT WORK
The purchaser undertakes to take all steps required to ensure that, as far as reasonably practicable, the Equipment shall be safe and without risks to health at all times when they are being set, used, cleaned or maintained by a person at work.
FORCE MAJEURE
If Projects Department is prevented, hindered or delayed from or in supplying the Equipment in accordance with these Conditions by a Force Majeure Event Projects Department may, at its option:suspend deliveries while the Force Majeure Event continues if Projects Department has insufficient stocks to meet its commitments, apportion available stocks between its customers as it decides in the case where the Force Majeure Event continues for a period of 6 months or more, Projects Department may thereafter terminate any Contract so affected with immediate effect by written notice to the purchaser and Projects Department shall not be liable for any loss or damage suffered by the purchaser as a result.In this clause "Force Majeure Event" means an event beyond the reasonable control of Projects Department including, without limitation, strike, lock-out, labour dispute, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood and storm, difficulty or increased expense in obtaining workers, materials or transport or other circumstances affecting the supply of the Equipment or of raw materials by Projects Department’s normal source of supply or the manufacture of the Equipment by Projects Department’s normal means or the delivery of the Equipment by Projects Department’s normal route or means of delivery.
TERMINATION
On or at any time after the occurrence of any of the events in condition 18.2, Projects Department may stop any Equipment in transit; suspend further deliveries to the purchaser; exercise its rights under condition 8 and terminate any Contract with the purchaser with immediate effect by written notice to the purchaser.The events are:the purchaser being in breach of a material obligation under a Contract with Projects Department; the purchaser making an arrangement or composition with its creditors or passing a resolution for its winding up or a court of competent jurisdiction making an order for the purchaser's winding up or dissolution; the making of an administration order in relation to the purchaser or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the purchaser;Upon termination of a Contract pursuant to Condition 17.1.3 or Condition 18.1 any indebtedness of the purchaser to Projects Department becomes immediately due and payable and Projects Department shall be relieved of any further obligation to supply Equipment to the purchaser pursuant to that Contract.
ASSIGNMENT
The purchaser may not assign or transfer or purport to assign or transfer any of its rights or obligations under a Contract without Projects Department’s written consent.
SEVERABILITY
The invalidity, illegality or un-enforceability of the whole or part of a Condition does not affect or impair the continuation in force of the remainder of these Conditions.
WAIVER The failure by Projects Department to exercise or delay by Projects Department in exercising a right or remedy provided by a Contract or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
GOVERNING LAW AND JURISDICTION
A Contract shall be governed by, and shall be construed in accordance with, English law and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.