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1. GENERAL
In these conditions the company means Base Lighting and Fire Ltd and the registered office means the registered office for the time being of the company. The Buyer means a company, firm or person who places an order with the company for the manufacture and/or supply of any goods.
2. THE COMPANY'S CONDITIONS
(a) These terms and conditions shall apply to all contracts for the sale of goods entered into by the company to the exclusion of all other terms and conditions whether express or implied. No variation of or additions to these terms and conditions shall be binding upon the company unless expressly accepted by the company in writing under the hand of and authorized official of the company.
(b) Where the company agrees to provide an installation and/or commissioning service in addition to the sale of goods, these conditions shall apply to the part of the transaction relating to the sale and the installation and/or commissioning shall be governed by a separate set of conditions
3. ACCEPTANCE
Unless previously withdrawn, quotations and tenders are open for acceptance for the period stated therein or if no period is stated within thirty days from the date thereof. All orders must be in writing and must be accompanied by sufficient information to enable to company to proceed without delay with the execution of the order. Orders shall not be binding upon the company unless accepted by the company in writing and made subject to these conditions.
4. SPECIFICATIONS AND PERFORMANCE
The company reserves the right to change specifications without prior notice as conditions warrant and any performance data, instructions or advice as to the use of the goods given in the company's literature or included in the company's quotations or elsewhere shall not form part of this contract unless specifically stated so to do in writing by the company.
5. THE PRICE
(a) All prices include only such goods, accessories and work as are specified in the quotation and are for the quantities expressed in conjunction with them. Any variation in quantity may entail the company varying the price of the goods.
(b) All prices are subject to revision or withdrawal without notice.
(c) All prices in respect of orders for forward delivery are subject to the company's right to vary them.
(d) All prices are quoted ex works unless otherwise agreed.
(e) All prices are subject to vat at the appropriate rate, if applicable.
(f) At any time before delivery has been completed the company shall be entitled to vary the price of the goods to take into account all or any of the following factors:-
(i) Where the goods are imported, any variation of official currency, exchange rates or special taxes or charges imposed by any government.
(ii) Increased costs resulting from the prohibition or other actions of any government.
(iii) Increased labour costs.
(iv) Increased material costs.
(v) Variation in the rate of value added tax.
(g) All invoiced price discrepancies must be notified by the buyer to the company in writing within fourteen working days of the date of invoice.
6. CARRIAGE AND METHOD OF FREIGHT
(a) Within the United Kingdom, goods will be delivered free of charge over the minimum order value of £250.
(b) Orders for delivery of goods outside the United Kingdom will be subject to an additional delivery charge unless otherwise agreed between the company and the buyer.
7. DELIVERY
(a) The company shall not be liable for any loss or damage however caused by delay in delivering the goods or by their non-delivery whether or not time of delivery is or shall have been made of the essence of this agreement.
(b) It is the buyer's duty to inform the company regarding delivery dates and arrangements in advance and to provide due warning and notice of any change in respect of such arrangements. If by reason of the buyer's default goods have not been taken up or delivered by the agreed delivery date, the company may (without prejudice to its rights to claim damages) suspend delivery of the goods or treat the contract as repudiated with regard to those goods, or store the foods at the expense of the buyer until they are taken up, or do any combination of the foregoing.
(c) The company reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the purchaser within fourteen days of a request by the company for such instructions.
8. PROPERTY AND RISK IN THE GOODS
(a) Subject to clause (b) hereof, property in the goods sold shall not pass the buyer until full payment for the goods has been made to the company.
(b) Between the date of delivery and the date of full payment by the buyer, the buyer shall be entitled to sell the goods, whether or not incorporated in or with other goods, and to deliver the same to a sub-buyer. Upon such delivery, the property in the goods shall pass to the buyer unless by operation of law it has previously passed to him. In selling the goods, whether or not the same shall have been incorporated in or with other goods, the buyer shall, as between himself and the company only, be deemed to be acting as agent for and trustee of the company and shall hold such part of the proceeds of sale made by him as its equivalent to the sum unpaid to the company as trustee of the company and shall keep such part of the proceeds as a separate and identifiable fund in the name of and as the property of the company.
(c) Notwithstanding the provisions of clause (a) above, the buyer shall from the date of delivery of any goods bear the risk of accidental loss or damage.
9. PAYMENT
(a) Payment shall be made before the expiration of thirty days from the date of invoice or in accordance with other terms notified to the customer and shall be without deductions. In default of payment on the due date specified in the invoice the company, without prejudice to its right hereunder may charge the buyer interest on overdue accounts at the rate of five per cent over bank rate for the time being or fifteen per cent whichever the greater. The company shall at its discretion (without prejudice to the company's right to treat the contract as repudiated and claim damages) be entitled to withhold dispatch of goods until all monies owing to it by the buyer shall be paid in full. Without prejudice to any other provision of these conditions the company may in its absolute discretion if doubts arise as to the buyers solvency, suspend deliveries hereunder until satisfactory security has been give for due performance by the buyer of its obligations hereunder.
(b) No special terms of payment will be operative unless confirmed in writing by a director of the company.
10. CURRENCY AND PLACE OF PAYMENT
All payments must be made in sterling to the company at its registered office.
11. DESPATCH IN LOTS
The company shall have the right to dispatch any portion of the goods covered by the contract and to invoice the buyer for such portion so dispatched on the same terms and conditions set forth herein.
12. LOSS OR DAMAGE IN TRANSIT AND NON-DELIVERY OF THE GOODS
No responsibility will be accepted by the company
(i) For any shortage or damage occurring in transit unless the buyer makes a claim in writing providing full particulars on both the carriers and the company at its registered office within seven days of receipt of the goods.
(ii) For non-delivery of the goods unless the buyer makes a claim in writing providing full particulars on both the carrier and the company at its registered office not less than fourteen days and no more than twenty eight days after the date of the company's advice note.
(iii) Where goods are collected by the buyer or the buyer's staff or agent, no claim for shortage or damage will be considered.
13. RETURN OF GOODS
In no circumstances may goods supplied against a firm order be returned without the buyer having first applied for and obtained the written consent of the company. A handling charge may be deducted from any credit allowed by the company where the goods returned are not in the original packaging, of a resaleable condition or where it is established that the reason for the return of goods was not the subject to Clause 12, hereof or due to any error on the part of the company.
14. CANCELLATION
Any order may be cancelled or varied by the buyer only with the consent of the company and on payment of reasonable cancellation or variation charges. Such charges shall take into account expenses incurred and commitments made by the company and all other losses due to such cancellation or variation. Cancellation cannot be accepted for purpose built goods.
15. FORCE MAJEURE
Should any event occur which is beyond the control of the company such as by way of example, strike, war, fire, flood, requisitioning or any other government action, accident or other act of God whereby the performance of this contract is prevented or delayed, the buyer may elect to cancel the contract in accordance with the cancellation provisions contained in these conditions or allow the order to remain on the company's books and to be completed at some later date at an adjusted price.
Where the buyer elects to allow the order to remain on the books, the buyer may at a later date elect to cancel the order subject to the said cancellation terms set forth herein.
16. GUARANTEE AND LIMITATION OF LIABILITY
(a) The Buyer shall have the benefit of and be subject to such product guarantee as the company from time to time provides and the buyer is deemed to have full knowledge of the terms of such guarantees, copies of which will be supplied by the company on request and which are subject always to the buyer maintaining the goods supplied in accordance with the company's instructions.
(b) Goods supplied by the company must be checked on delivery and before installation in case of damage in transit. After installation, the function of the goods supplied must be rechecked before the buyer sets in operation safety systems of which the goods supplied form a part.
(c) Save as provided by the above express guarantees, all representations, warranties, terms or conditions statutory or otherwise expressed or implied herein, or in any agreement collateral hereto in respect of the goods supplied or their use, are expressly excluded. Except to the extent contained in any such guarantee the company shall not be liable either in contract or in tort for any loss or damage, direct or indirect, suffered by the buyer or by any other person in connection with the use of the goods, the function of which shall be responsibility of the buyer and/or the installer of any alarm system of which the goods form or part.
(d) In the event of the buyer not holding himself out as acquiring the goods in the course of business and not acquiring them in the course of business, clause 15 hereof does not and will not affect his statutory rights.
17. CONSEQUENTIAL LOSS
The buyer, unless he does not acquire the goods in the course of business and does not hold himself out as acquiring them in the course of business, shall indemnify the company in respect, of any loss injury, damage, expense or claim of whatsoever nature and howsoever arising out of the contract or the goods or their storage, installation, use, operation or maintenance, save where the same is caused solely by the negligence of the company.
18. SUBSTITUTIONS
If the company in its absolute discretion chooses to use alternative materials for parts, a substitute deemed by the company to be suitable for the intended purpose will be supplied if available, and shall be accepted by the buyer in full satisfaction and performance of the contract or that part thereof for which it is a substitute as the case may be, in the event that the company is unable to obtain a satisfactory substitute for unavailable material or parts, the company's obligations to complete performance of the contract shall upon notification in writing to the buyer be suspended until such times as the unavailable materials or parts or suitable substitute becomes available and the price shall be adjusted accordingly.
19. BUYER'S CONDITIONS OF PURCHASE
Conditions set out in buyer's enquiries or purchase orders are binding on the company only insofar as they do not conflict with the company's conditions of sale as set out therein.
20. SUB-CONTRACTING
The company shall be free to employ sub-contractors to manufacture any of the goods or part thereof to be supplied hereunder or to perform any of the company's obligations hereunder.
21. OVERSEAS SALES
In the case of overseas sales the buyer shall be solely responsible for complying with any legislation or regulations governing the importation of the goods or the payment of any duties, levies or other sums of money on such importation.
22. GOVERNING LAW
This contract shall be governed and construed in accordance with the laws of England.
I the undersigned agree the terms and conditions set out above
Signed
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Name
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Company
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Dated
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© 2004 Base Lighting and Fire Ltd
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