Terms & Conditions
Terms & Conditions
TERMS AND CONDITIONS OF SALE
a) In these Conditions:
"Company" means to Save Light Limited; Company number: 7864174; Registered address: Save Light Ltd, Unit 5 The Green Business Centre, The Causeway, Staines, Surrey, TW18 3AL. “Contract” means any contract or agreement between the Company and the Purchaser for the sale and purchase of the
Goods, incorporating these conditions; Purchaser" means the person or company who accepts the Company’s Written quotation for the sale of Goods or whoseWritten order for the Goods is accepted by the Company;
"Goods" means the goods to be supplied to the Purchaser and which are the subject of the Contract;
"Special Items" shall mean consultative services, items or any other services supplied by the Company which are subcontracted to any 3rd party;
“Terms” means these conditions of sale;
“Writing or Written” and any similar expression, includes facsimile transmission, electronic mail. Words in the singular shall include the plural and vice versa.
b) The Company shall sell and the Purchaser shall purchase the Goods in accordance with the Company’s Written quotation
(if accepted by the Purchaser), or the Purchaser’s Written order (if accepted by the Company), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Purchaser and whether arising during any negotiations or any course of dealing established between the Company and the Purchaser.
c) No variation to these Terms shall be binding unless agreed in Writing between the Purchaser and the Company.
d) The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing. In entering into the Contract the Purchaser acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for f raudulent misrepresentation.
e) Any advice or recommendation given by the Company or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Purchaser’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
f) Any typographical, clerical or other minor error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
g) No waiver of these conditions shall be valid unless agreed in writing by a director of the Company. The failure of the Company to insist upon strict performance of any of the terms and conditions of the Contract shall not be construed as a waiver of any such term or condition and shall in no way affect the Company's right to enforce such provision later. If any of these conditions of sale is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other conditions and the remainder of the condition in question shall not be affected.
2. QUOTATIONS & CANCELLATIONS
(a) The prices and delivery times are the subject of any Written quotation issued by the Company shall lapse if the quotation is not accepted by the Purchaser within the period for acceptance stipulated in the quotation provided always that delivery times are estimates only and subject to the provisions of condition 8 (a) below. If no period is included in the quotation this shall mean 30 days from date of the quotation.
(b) No order which has been accepted by the Company may be cancelled by the Purchaser except with the agreement in Writing of the Company and on terms that the Purchaser shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation. If the order is a “factory special” item for the customer that is either not in the company’s current range or has been delisted in the last 12 months, then the purchaser will be liable for additional compensation costs of 50% of the order value for cancellation
under any circumstances.
(a) The Company does not accept priced orders from any Purchaser and is not bound to supply Goods at the price suggested in such orders.
(b) Unless otherwise agreed in Writing the price for the Goods shall be set out as in the Company's quotation or as stated its published price list from time to time or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the Purchaser’s order.
(c) The Purchaser agrees that acceptance of any quotation shall be by means of an official Written order from the Purchaser to the Company.
(d) All prices are quoted in GBP£ Sterling unless otherwise agreed by the Company and are valid for 30 days only or until earlier acceptance by the Purchaser, after which time they shall be
subject to alteration by the Company. Any prices quoted in any other currency are valid also for 30 days.
(e) The Company reserves the right, by giving Written notice to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions. If the spot rate of the currency moves by more than 10% between deposit being taken and the ex-factory date of the goods being available, then the company has the right to charge the higher price.
(f) Except as otherwise stated in the Company’s Written quotation or in any price list of the Company, and unless otherwise agreed in Writing between the Purchaser and the Company, all prices are given by the Company on an ex works basis, and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Purchaser shall be liable to pay the Company’s charges for transport, packaging and insurance. When the company is delivering product in to China from its own factory and the purchaser’s factory does have the necessary import licenses to receive delivery of the goods then the company will charge for temporary storage of goods until the purchaser can take delivery. Cancellation of any orders for failure to have the right documentation is not allowed.
(g) The price together with all other costs and charges are exclusive of any Value Added Tax, duties and levies which shall be payable by the Purchaser in addition to the price at the applicable rates except as set out in paragraph 6 below.
(h) The Company reserves the right to make a handling charge on any orders, the total invoice price of which (excluding VAT) is less than the Company's minimum order value as notified to the Purchaser from time to time.
a) Seller’s standard terms of payment are thirty (30) days end of month unless otherwise specified in writing by Seller.
Seller may invoice each shipment separately and each shipment shall be considered a separate and individual contract. Buyer agrees to pay Seller’s invoice in full without any deductions or set-off.
b) Time for payment of invoices is of the essence. All late payments shall be charged interest computed on a daily basis from the due date until paid in full. Seller is entitled to receive interest at the rate of one percent (1%) per month or the maximum rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998 as Seller may deem appropriate plus reimbursement for costs of debt collection (including reasonable legal fees of Seller and court costs) to collect full payment for Products/ Services supplied.
c) Transportation charges from Seller’s facility to Buyer’s facility shall be paid by Buyer to Seller, in addition to the purchase price of the Product, unless otherwise agreed to in writing by Seller. Seller will select the carrier in the absence of specific instructions by Buyer.
d) Seller reserves the right to establish or change credit or payment terms when, in Seller’s sole opinion, the Buyer’s financial condition or payment record warrants it. If payment is late the Seller shall not be obliged to continue performance and or to carry out any further work under the contract for delivery of the products/ Services or on any other contract with the Buyer; and if any of the Buyer’s obligations to the Seller are not fulfilled or Buyer fails to pay for Products/ Services supplied, Seller may, without prejudice to other remedies available, cancel, suspend or terminate the contract for the relevant Products/ Services.
5. TITLE TO GOODS
a) Title to the Goods shall remain with the Company until such time as the Company has received all payments owing to the Company under the Contract and all payments owing to the Company by the Purchaser on any other account whatsoever have been paid in full. This shall not prevent the Company from suing for the price of the Goods and any additional costs of recovery.
b) While the Goods are the property of the Company, the Purchaser, as bailee, on behalf of the Company, shall keep them safe, insured and separate and identifiable from all other Goods in its possession and shall not charge, pledge or deal with them or allow any lien or other interest to arise over them.
c) If any amount owing by the Purchaser to the Company on any account is not paid or the Purchaser ceases or threatens to cease trading or is unable to pay its debts as they fall due, or has any receiver or liquidator appointed over any of its business or assets, or passes a resolution for winding-up, or is the subject of any application, petition or order for administration, winding-up, dissolution or bankruptcy, or enters into any composition or voluntary arrangement with its creditors or is subject to any similar event of insolvency in any other jurisdiction or if the Company reasonably suspects that the Purchaser is likely to be subject to any of the same the Company shall be entitled to the immediate return of the Goods which are the property of the Company and the Purchaser hereby irrevocably authorises the Company to recover the Goods and to facilitate access to the Goods for that purpose.
6. CARRIAGE & COLLECTIONS
We offer free delivery to all customers living within the UK for all orders over £150 (excluding VAT). This is a DPD Group Next Working Day Delivery Service from 9:00 to 18:00.
Orders below Minimum Carriage:
All orders which fall below our £150 (excluding VAT) minimum carriage are subject to a delivery charge £6.99.
Other delivery options:
Any other delivery options will be charged at rates quoted by DPD Group and may vary according to weight.
Collection of orders are welcome at the companies premises providing a two hour notice period being given to the sales office. Before any goods are released, the company may seek identification from the driver and/or seek telephone authorisation from the purchaser before releasing goods. Any goods released to a 3rd party are the sole responsibility of the purchaser; the company takes no responsibility for fraudulent collections or misrepresentation.
7. LOSS OR DAMAGE IN TRANSIT
The Company shall not have any liability for short delivery, loss or damage to Goods occurring during delivery or for non-delivery unless claims to that effect are notified verbally to the Company within 3 days of delivery and confirmed in Writing to the Company within 7 days from the Company’s invoice. In case of damage, the Purchaser shall facilitate access to the Goods for inspection by the Company. In the case of non-delivery, the Purchaser must confirm in Writing within 7 days of the Company’s invoice.
a) The Company shall use reasonable commercial endeavours to deliver the Goods in accordance with any delivery date notified to the Purchaser. Time of delivery shall not be of the essence and the Company shall not be liable for any business interruption, loss of production, loss of profits, contracts, goodwill or anticipated savings, loss arising from any third party claims or any special, indirect or consequential loss (whether or not foreseeable) howsoever suffered by the Purchaser as a result of any delay in delivery or non-delivery.
b) The Company reserves the right to deliver the Goods by instalments and to invoice for each instalment separately. Each delivery shall constitute a separate Contract and any claim by the Purchaser relating to specific instalments shall not itself entitle the Purchaser to any remedy in respect of other instalments.
c) Delivery shall be deemed to have taken place when the Company makes the Goods available for collection at its premises to the Purchaser, or its designated carrier whether designated and arranged by the Purchaser or the Company.
d) Risk of loss or damage of any kind to the Goods (but not the title) shall pass to the Purchaser on delivery.
e) Goods delivered in accordance with a Contract may not be returned without the Company's express written agreement and subject to the Purchaser reimbursing all the Company's costs relating to the sale Contract.
9. WARRANTY AND LIABILITY
Save Light Limited Warranty Statement:
a) The Company will use its reasonable endeavours to assign to the Purchaser the benefit of any warranty or guarantee it receives from its supplier or the manufacturer of the Goods.
b) Subject to condition 9 (a) above and the following provisions the Company warrants that the Goods will correspond with their specification at the time of delivery to the Purchaser and will be free from defects in material and workmanship for a period of 3 years for LED lamps.
c) For all other LED related products such as panels, bay lights and street lights a warranty of up to 5 years may be agreed. This extended warranty period for the afore mention products is not standard, and is only valid with proof of purchase.
d) The warranty period provided are all based on L70 survival and each products life is identified on specification sheets, the internet and printed catalogues/price lists.
e) If any product fails within the declared life time above the company will replace with a similar performance specification product on a one for one basis. LED lamps are based on industry standard L70 life conditions.
f) The company will not be liable for any misuse of the product or the early failure of the product caused by using another manufacturer’s driver to control low voltage LED lamps.
g) Low lumen output will not be regarded as a product failure unless this is significantly under the industry accepted “L” ratings. The company will investigate claims and will offer a solution or explanation to the customer.
h) Other performance related characteristics such as flashing or shimmering lamps, non-dimming or short/reduced dimming cycles, loading quantities, compatibility with halogen transformers or drivers, compatibility with dimmers (leading or trailing edge) that cause the lamps to be unsuitable to the end user are not the responsibility of the company and no returns can be accepted. It is the purchasers’ responsibility to ensure compatibility before ordering the lamps. Technical advice is available from the company or the company’s website for guidance.
i) If the purchaser ceases trading then if any end user produces evidence of purchase of the goods or any quantity of them from the purchaser to the reasonable satisfaction of the company, that end user shall be entitled to the replacement of any defective goods which do not comply with the warranty contained in this condition 9 (b) but subject always to the time limits above and the conditions below.
j) The above warranty is given by the Company subject to the following conditions:
(i) the Company shall be under no liability in respect of any defect arising from fair wear and tear outside of the warranty period, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s or the manufacturer’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Company’s approval;
(ii) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
k) Subject as expressly provided in these Terms, and except where the Goods are sold to the Purchaser who is a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
l) Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Purchaser are not affected by these Terms.
m) A claim by the Purchaser which is based on any defect in the condition of the Goods shall (whether or not delivery is refused by the Purchaser) be notified to the Company within three days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Purchaser does not notify the Company accordingly, the Purchaser shall not be entitled to reject the Goods and the Company shall have no liability for such defect in their condition, and the Purchaser shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
n) Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Purchaser the price of the Goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Purchaser for any consequential loss.
o) Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Purchaser, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
(i) The Company shall not be liable to the Purchaser or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
p) Act of God, explosion, flood, tempest, fire or accident;
(i) Act of terrorism
(ii) War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(iv) Import or export regulations or embargoes;
(v) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
(vi) Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(vii) Power failure or breakdown in machinery.
q) Goods subject to any claim for defect as provided for above must be available for inspection by the Company for a period of 21 days from the date of the notice of such defects.
r) The Goods are not sold by description or sample.
s) Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude or restrict liability for breach of any obligation arising from section 13, 14 or 15 of the Sale of Goods Act 1979 as against a Purchaser dealing as a "Consumer" as defined by section 12 of the Unfair Contract Terms Act 1977.
t) All Goods are manufactured and tested to operate with electrical operating equipment which is approved by the Company and identified on the list of approved electrical equipment available as contained in the instructions for use packed with the Goods or on request from the Company. The Purchaser must satisfy itself that the Goods will operate with electrical equipment which is not on the Company’s approved list. If the Goods are intended for use with equipment not on the approved list or if the operating equipment manufacturer should make any changes to the specification or design of equipment on the approved list, this may have an impact on the original test results and compromise the compatibility of the Goods for use with such equipment. The Company therefore cannot be held liable for any failure in the operation of the Goods in these circumstances.
10. CANCELLATION OF ORDERS
Notice in writing of any cancellation must be provided by the Purchaser to the Company. There can be no cancellation of an order by the Purchaser without the Company's Written consent. In the event of other default by the Purchaser, and without prejudice to any of the Company’s remedies, a cancellation charge will be made equal to 25% of the order value, or in the case of Goods manufactured or created specifically to the Purchaser’s order, the charge shall be the proportion of the price which represents the proportion of the Goods which have been completed, whichever is the greater. The Purchaser will indemnify the Company in respect of any third party claims arising out of the Purchaser's repudiation or suspension or cancellation of any order or orders.
The Company does not operate a sale or return facility. The Purchaser does not have the right to return Goods supplied in compliance with these Terms without the prior Written consent of the Company whether in a Saleable condition or not. If the Purchaser returns Goods without prior Written consent and where the Goods
have been supplied in accordance with these Terms or any Purchasevorder, notification will be sent to the Purchaser requesting the collection of the unauthorised Goods. Collection of the unauthorised Goods must be made by the Purchaser at their expense WITHIN 14 DAYS OF NOTIFICATION, after which time the Goods will be destroyed and recycled. Any costs incurred by the Company to dispose or destroy such Goods shall be charged to the Purchaser.
The company does not offer automatic right to any stock cleanse. Only a company director is authorised to offer any form of stock cleanse. LED lamps are fast moving products and any stocks unsold by the purchaser are his responsibility. If the company chooses to accept a stock cleanse request it will only be for LED items in the current catalogue at the time of the request. Only box quantities will be allowed (no single items) and the packaging must be re-saleable condition (to be inspected in full be the company’s representative before final agreement is granted). The cost of returning the items in a safe and secure way to the company is the purchasers responsibility.
In return for acceptance of a stock cleanse the company shall be entitled to a compensating order value to three times the value of the goods being returned and will incur a 20% handling charge of the value of the goods returned. No more than one stock cleanse can be requested within a 12 month period. If the purchaser has had one previous stock cleanse granted this does not mean any automatic right to an annual stock cleanse, every request is individual and will be considered by the company. Following any stock cleanse the goods will be inspected at the company’s premises. If any damage has occurred in transit and the goods are deemed not saleable then these will be returned to the purchaser and not credited. Any dispute will not affect the value of the compensating order and this is not returnable due to any proportion of the original stock cleanse not being of resalable condition according to the company.
12. DESCRIPTIVE MATTER AND ILLUSTRATIONS
a) All descriptive and forwarding specifications, drawings and training aids issued by the Company are approximate only and are intended only to present a general idea of the Goods described therein and nothing contained in any of them shall form part of any Contract with the Company.
b) The Company reserves the right to vary the technique, design, construction, specification, brand of LED chips andvcomponents used in goods without notice. Such changes mayvresult in slight variations in details from the description orvillustrations in Company literature which shall not entitle thevPurchaser to rescind the contract.
13. INTELLECTUAL PROPERTY
The Company reserves all intellectual property rights in the Goods and any tools used to produce them, including but not limited to copyright, patents, registered and unregistered trademarks, product and brand images and confidential know-how. The Purchaser may not use any such rights without the Company’s written consent and nothing in this Contract or any other contract between the parties shall operate as a transfer of or a licence to use any intellectual property rights in respect of the Goods. Where the Company has granted permission to use product and brand images, it shall be in absolute accordance with the brand guidelines document (copy available on request). Improper use and deviation from the guidelines may result in the recall or destruction order of the incorrect material at the cost of the Purchaser.
14. USE AND DISCLOSURE OF PERSONAL DATA
15. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties state that they do not intend any term of this agreement to be enforced by third parties.
Any notices to be served under these conditions must be in writing and delivered personally, sent by first class prepaid post or sent by facsimile transmission, in the case of the Company to its registered office and in the case of the Purchaser to the address in its order or otherwise notified in writing to the Company. Notices will be treated as served when delivered (if delivered personally) two days after posting (if posted as aforesaid) and one day after transmission (if sent by facsimile transmission).
No employee of the Company, other than a Director, is authorised to make any statement, warranty or representation as to the Goods. The Purchaser therefore shall not be entitled to rely or seek to rely upon any statement made by an employee, or agent other than a written statement of a Director of the Company.
18. GOVERNING LAW AND JURISDICTION
Any contract between the Company and the Purchaser shall begoverned and construed in accordance with English law. The Purchaser submits to the exclusive jurisdiction of the English Courts but the Company may enforce any such contract in any court of competent jurisdiction.