STANDARD TERMS & CONDITIONS FOR THE SALE OF GOODS
IMPORTANT: Your attention is drawn in particular to clauses 9 & 10, which set out LumenUk’s liability under these terms and conditions.
1. Definitions
In these Conditions:
"Company" means LumenUK Limited.
"Customer" means the person, firm or company purchasing Goods from the Company.
"Goods" means all products, materials, equipment and accessories supplied by the Company.
"Contract" means any contract between the Company and the Customer for the sale of Goods to which these Conditions apply.
"Conditions" means these Standard Terms and Conditions of Sale.
2. Quotations and Orders
2.1 All quotations are given without obligation and shall remain valid for a period of thirty (30) days from the date of issue unless otherwise stated in writing by the Company.
2.2 No order placed by the Customer shall be binding upon the Company until accepted by the Company in writing or until the Goods are dispatched, whichever occurs first.
2.3 The Customer shall be responsible for ensuring that the details of its order are complete and accurate.
2.4 The Company reserves the right to amend any quotation prior to acceptance where there is an increase in the cost of the Goods or any circumstances beyond the Company's reasonable control affecting the supply of the Goods.
2.5 Any catalogues, brochures, price lists, technical literature or other advertising material issued by the Company are intended for guidance only and shall not form part of the Contract.
2.6 The Company reserves the right to substitute Goods with equivalent products of equal or greater specification where the original Goods are unavailable or have been discontinued by the manufacturer. Where such substitution would materially affect the Price or specification, the Company will seek the Customer's agreement before dispatch.
3. Orders
3.1 All orders are accepted subject to these Conditions. No variation to these Conditions shall be binding unless agreed in writing by an authorised representative of the Company.
3.2 The Customer is responsible for ensuring that the details of any order, including product, quantity and delivery instructions, are accurate and complete.
3.3 Once an order has been accepted by the Company, it may only be cancelled or amended with the Company's written agreement.
3.4 Where the Company agrees to the cancellation or amendment of an order, the Customer shall indemnify the Company against any loss, costs or expenses reasonably incurred, including supplier cancellation charges, restocking charges and carriage costs.
3.5 The Company reserves the right to refuse the cancellation of orders for Goods that have been specially manufactured, specially ordered, customised or are non-stock items obtained specifically for the Customer.
3.6 The return of Goods shall be subject to Clause 11 (Returns).
4. Prices
4.1 Unless otherwise stated, all prices quoted by the Company are exclusive of Value Added Tax (VAT), carriage and any other applicable duties or charges, which shall be payable by the Customer.
4.2 Quotations are based upon the cost of Goods at the date of quotation. The Company reserves the right to amend prices prior to acceptance of an order where manufacturer prices, freight charges, duties, taxes or other costs beyond the Company's reasonable control increase.
4.3 Where the Company has accepted an order, no increase in price shall be made without the Customer's agreement unless the increase results from:
a) changes in VAT or other taxes imposed by law; or
b) increases imposed by the manufacturer or supplier which are beyond the Company's reasonable control.
If the Customer does not accept the revised price, either party may cancel the affected order without liability, except that the Customer shall remain responsible for any costs incurred by the Company in relation to specially ordered or non-returnable Goods.
4.4 The Company reserves the right to correct any clerical, typographical or pricing error contained within any quotation, order acknowledgement, invoice or other document. Where such an error materially affects the Contract, the Company shall notify the Customer before dispatch of the Goods.
5. Goods
5.1 The Company shall use reasonable endeavours to supply the Goods in accordance with the description and specification contained in the Company's quotation or order acknowledgement.
5.2 All descriptions, illustrations, dimensions, weights and technical information contained in catalogues, brochures, websites or other literature are intended as a guide only and shall not form part of the Contract.
5.3 The Company reserves the right to make changes to the specification of the Goods where such changes are required by the manufacturer, legislation or regulatory requirements, or where they do not materially affect the quality or performance of the Goods.
5.4 Where Goods are discontinued or unavailable, the Company may offer an equivalent product of equal or better quality and specification. If the substitution would materially affect the Price or specification, the Customer's agreement shall be obtained before dispatch.
5.5 The Customer is responsible for ensuring that the Goods ordered are suitable for their intended purpose and application.
6. Delivery
6.1 Any delivery dates quoted by the Company are estimates only and time shall not be of the essence unless expressly agreed by the Company in writing.
6.2 The Company shall use reasonable endeavours to meet any estimated delivery date but shall not be liable for any delay caused by circumstances beyond its reasonable control, including delays by manufacturers, suppliers or carriers.
6.3 The Company reserves the right to deliver Goods by instalments. Each delivery shall constitute a separate Contract and failure or delay in any one delivery shall not entitle the Customer to reject the remaining deliveries.
6.4 Delivery shall take place when the Goods are delivered to the Customer's nominated address or are made available for collection by the Customer.
6.5 If the Customer fails to accept delivery or requests that delivery be delayed, the Company reserves the right to store the Goods at the Customer's risk and expense and to invoice the Goods as though delivery had taken place.
6.6 The Customer shall inspect the Goods immediately upon delivery and notify the Company in writing of any shortages, damage or incorrect Goods within 48 hours of delivery. Any other apparent defects shall be notified within 14 days of delivery.
7. Risk and Title
7.1 Risk in the Goods shall pass to the Customer upon delivery.
7.2 Ownership of the Goods shall not pass to the Customer until the Company has received payment in full, in cleared funds, for:
a) the Goods supplied under the Contract; and
b) all other sums due from the Customer to the Company.
7.3 Until ownership of the Goods has passed, the Customer shall:
a) store the Goods separately and clearly identify them as the property of the Company wherever reasonably practicable;
b) keep the Goods adequately insured against loss or damage; and
c) not remove, deface or obscure any serial numbers, labels or identification marks on the Goods or their packaging.
7.4 If the Customer fails to make payment when due, or becomes insolvent, the Company may, without prejudice to any of its other rights, recover possession of any Goods to which it retains title.
7.5 The Company's rights under this Clause shall continue until ownership of the Goods has passed to the Customer.
7.6 The Company shall, where lawful, be entitled to enter any premises where the Goods are believed to be stored for the purpose of recovering Goods to which title has not passed.
8. Payment
8.1 Unless otherwise agreed in writing, payment shall be due 30 days End of Month Following Invoice (EOMFI).
8.2 The Company reserves the right to invoice the Customer on or at any time after dispatch of the Goods.
8.3 Time for payment shall be of the essence of the Contract.
8.4 If the Customer fails to make payment by the due date, the Company reserves the right, without prejudice to any other rights or remedies, to:
a) charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
b) suspend further deliveries until all outstanding amounts have been paid;
c) withdraw or reduce any credit facility previously granted; and
d) require payment in advance for future orders.
8.5 The Customer shall not withhold payment or exercise any right of set-off unless agreed by the Company in writing or required by law.
8.6 Acceptance by the Company of any late or part payment shall not constitute a waiver of any of the Company's rights under these Conditions.
8.7 The Customer shall indemnify the Company against all reasonable costs and expenses incurred in recovering overdue amounts, to the extent permitted by law.
9. Warranty
9.1 The Company warrants that the Goods supplied shall, at the time of delivery, correspond in all material respects with the manufacturer's specification.
9.2 Where Goods are supplied with the benefit of a manufacturer's warranty, the Company shall use reasonable endeavours to pass the benefit of that warranty to the Customer.
9.3 The Customer shall inspect the Goods upon delivery and notify the Company of any defects in accordance with Clause 6.
9.4 The Company's liability under this warranty shall be limited, at its option, to:
a) repairing the Goods;
b) replacing the Goods; or
c) refunding the purchase price of the defective Goods.
9.5 This warranty shall not apply where any defect arises from:
a) misuse, neglect or accidental damage;
b) incorrect storage, handling or installation;
c) unauthorised modification or repair; or
d) failure to comply with the manufacturer's instructions.
9.6 Nothing in this Clause shall affect the Customer's statutory rights.
9.7 Goods returned under warranty that have been marked with permanent ink, paint, asset labels, security labels or adhesive markings that prevent their resale or return to the manufacturer may be rejected or credited at the Company's discretion.
10. Limitation of Liability
10.1 Nothing in these Conditions shall exclude or limit the Company's liability for:
a) death or personal injury caused by its negligence;
b) fraud or fraudulent misrepresentation; or
c) any other liability which cannot lawfully be excluded or limited.
10.2 Subject to Clause 10.1, the Company's total liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the price paid by the Customer for the Goods giving rise to the claim.
10.3 Subject to Clause 10.1, the Company shall not be liable for any indirect or consequential loss, including loss of profit, loss of revenue, loss of business, loss of goodwill or any other consequential financial loss.
10.4 The Company shall not be liable for any loss or damage arising from:
a) the incorrect storage, handling, installation or use of the Goods;
b) any alteration, modification or repair carried out by persons other than the Company or the manufacturer;
c) the Customer's failure to follow the manufacturer's instructions or recommendations; or
d) circumstances beyond the Company's reasonable control.
10.5 Except where expressly agreed in writing, the Company does not warrant that the Goods are suitable for any particular purpose. The Customer is responsible for ensuring that the Goods ordered are suitable for their intended application.
10.6 The Customer acknowledges that the limitations and exclusions of liability contained within these Conditions are reasonable, reflect the commercial value of the Contract and have been taken into account in determining the prices charged by the Company.
10.7 Nothing in these Conditions shall affect the Customer's statutory rights or any liability which cannot lawfully be excluded or limited.
11. Returns
11.1 No Goods may be returned without the Company's prior written agreement and the issue of a Returns Material Authorisation ("RMA") number.
11.2 Goods accepted for return must:
a) be returned within thirty (30) days of the invoice date unless otherwise agreed in writing;
b) be unused and in a fully resalable condition;
c) be complete with all original packaging, accessories and documentation wherever reasonably practicable.
11.3 The Company reserves the right to refuse the return of, or decline to issue a credit for, any Goods which:
a) have been specially ordered, manufactured or customised for the Customer;
b) have been discontinued by the manufacturer;
c) have been used, damaged or altered after delivery; or
d) are no longer capable of being resold as new.
11.4 Goods shall not be accepted for return or credit where they have been marked with permanent ink, paint, engraving, asset labels, barcode labels, security labels or any adhesive marking which damages the Goods or packaging, leaves adhesive residue or prevents the Goods from being resold as new or returned to the manufacturer.
11.5 Unless the return is due to an error by the Company or a confirmed manufacturing defect, the Customer shall be responsible for all costs associated with returning the Goods.
11.6 All returned Goods shall be inspected by the Company upon receipt. The Company reserves the right, at its discretion, to:
a) repair the Goods;
b) replace the Goods;
c) issue a credit note;
d) return the Goods to the Customer; or
e) refer the Goods to the manufacturer for inspection or warranty assessment.
11.7 Where Goods returned under warranty are found to be free from defect, or the reported fault is not covered by the manufacturer's warranty, the Company reserves the right to recover its reasonable inspection, testing, handling and carriage costs.
11.8 The Customer shall notify the Company of any shortages, transit damage or incorrect Goods within forty-eight (48) hours of delivery. Any other apparent defects shall be notified within fourteen (14) days of delivery.
11.9 Nothing in this Clause shall affect the Customer's statutory rights.
12. Storage
12.1 In the event that written delivery dates, delivery address or delivery instructions for the Goods are not notified to the Company at the time of placing the Order, or where the Customer requests that delivery be delayed after the Order has been accepted, the Company shall be entitled to store the Goods and the Customer shall be liable for the reasonable cost of such storage.
13. Design Changes
13.1 The Company reserves the right to make changes to the design or specification of the Goods where such changes are required as a result of technological development, manufacturer improvements or changes in applicable legislation or regulatory requirements, provided that such changes do not materially affect the quality, performance or intended purpose of the Goods.
14. Intellectual Property
14.1 The Customer shall promptly notify the Company of any claim or allegation that the Goods infringe any patent, copyright, trade mark or other intellectual property right of a third party.
14.2 The Company shall be entitled to refer any such claim to the manufacturer or supplier of the Goods, and the Customer shall provide all reasonable assistance required by the Company in defending or resolving such claim.
14.3 The Company shall not be liable for any claim arising from:
a) the modification or alteration of the Goods by the Customer or any third party;
b) the use of the Goods with products or equipment not supplied or approved by the Company; or
c) the use of the Goods for any purpose other than that for which they were designed.
15. Force Majeure
15.1 The Company shall not be liable for any failure or delay in supplying or delivering the Goods, or for any loss or damage arising therefrom, where such failure or delay is caused by circumstances beyond the Company's reasonable control, including but not limited to acts of God, fire, flood, adverse weather, war, terrorism, industrial disputes, pandemics, interruption of transport, shortages of labour or materials, delays by manufacturers or suppliers, or any act or default of the Customer or any third party.
16. Forbearance
16.1 No delay or failure by the Company in exercising any right or remedy under these Conditions shall constitute a waiver of that right or remedy, nor shall any concession, extension of time or indulgence granted by the Company prejudice or affect its rights under the Contract.
17. Representation
17.1 No employee, agent or representative of the Company has authority to make any representation, warranty or promise relating to the Goods or to vary these Conditions unless confirmed in writing by a Director or other authorised representative of the Company.
18. Termination
18.1 The Company may terminate the Contract or suspend further deliveries by giving written notice to the Customer if the Customer:
a) fails to pay any sum due under the Contract;
b) commits a material breach of these Conditions and, where capable of remedy, fails to remedy that breach within fourteen (14) days of written notice;
c) becomes insolvent, enters into liquidation or administration, has a receiver or administrator appointed, makes any voluntary arrangement with its creditors, ceases or threatens to cease trading, or is subject to any analogous insolvency event.
18.2 Termination of the Contract shall be without prejudice to any rights or remedies which have accrued prior to termination, including the Company's right to recover any sums due.
19. Health & Safety
19.1 The Customer shall take all reasonable steps to ensure that the Goods are stored, handled, installed, used and maintained in accordance with any instructions, guidance or safety information provided by the Company or the manufacturer.
19.2 The Customer shall ensure that all applicable health and safety legislation, regulations and codes of practice relating to the Goods are complied with.
20. Assigned Invoices
20.1 Where any invoice or debt due to the Company is assigned to a third party, any terms and conditions applied by the assignee shall be in addition to, and shall not replace or supersede, these Conditions.
21. Interpretation
21.1 Clause headings are for convenience only and shall not affect the interpretation of these Conditions.
22. Governing Law and Jurisdiction
22.1 These Conditions and any Contract to which they apply shall be governed by and construed in accordance with the laws of England and Wales.
22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or any Contract.