LED-UK Lighting Limited – Company Reg: 10002192
Article 1 Definitions
In these general conditions the following terms are defined as stated below:
1.1. Contractor: LED-UK Lighting Limited and all its affiliated enterprises, insofar as they have stated that the conditions in question are applicable.
1.2. “Client”: any legal entity which gives the contractor an order for the supply of services and/or items which belong to the range of products/services of the said contractor.
1.3. Items: one or more items from the range of products belonging to the contractor.
1.4. Activities: all services supplied by the contractor, including installation, mounting and maintenance, making recommendations and inspections etc, and in the widest interpretation of these words.
Article 2 Scope
2.1. These conditions apply to all offers made by the contractor and all agreements between the contractor and the “Client”, and to their implementation. These are the contractor’s general conditions in which the purchasing conditions do not apply and the appropriateness of it is expressly disposed of, unless and insofar as the “Client” approves and is explicitly accepted in writing.
2.2. Additions or deviations from these conditions will only apply where the contractor has confirmed them in writing to the “Client”, and they will only apply to the particular transaction in question for which they have been accepted and therefore cannot be applied to other transactions.
2.3. If it appears that a provision of these conditions is void or voidable, then the general provisions of these conditions will continue to apply, while the contractor in such an event retains the authority to exchange the proviso in question with another which has equal purpose, and which is not expected to come under threat of becoming void.
Article 3 Offers & agreements
3.1. All offers, representations, catalogues, dimensions, weights and other information that has been provided by the contractor are subject to confirmation and can only be considered as an invitation from the contractor for making a subsequent offer. Notwithstanding the preceding, and unless expressly stated, offers are only valid for a maximum period of 14 days.
3.2. An agreement between the contractor and the “Client” only comes into force once the order has been confirmed in writing by the contractor or after the contractor has actually started the implementation of whole or part of the order.
3.3. Verbal undertakings and agreements made by employees of the contractor who are not authorised to do so, remain invalid until they have been confirmed in writing by the contractor.
3.4. If the “Client” does not agree with the order confirmation, this should be notified to the contractor in writing within three working days, in the absence of which, the order confirmation becomes irrevocable and any subsequent extra costs resulting from a request from the “Client” to bring about changes to the order will be borne by them.
3.5. If after an agreement has been made, a situation arises which influences the cost price, the contractor then has the right to charge the “Client” with the increased costs on a separate invoice.
3.6. If after an agreement has been made, it is cancelled by the “Client” for any reason, or is terminated by the contractor an account of a shortcoming attributable to the “Client”, then all the costs already incurred by the contractor as well as the loss of profits and other damages will be met by the “Client”.
3.7. If for any reason the contractor – not on account of an intentional act or gross negligence on the part of the contractor – is prevented from complying with the agreement, the contractor has the right to suspend compliance for three months and – provided that the prevention to comply continues to exist after expiry of the period – terminate the agreement, without involving the payment of any compensation to the “Client” or any third parties, except for the repayment of any monies already paid by the “Client” for which nothing has been supplied. Items or services already supplied by the contactor must be paid for.
3.8. If the order is issued in the name of a legal entity, the person issuing the order will be held personally responsible by the contractor for the legal entity complying with its obligations.
3.9. The “Client” and its personnel are bound to maintain confidentiality regarding all information of a confidential nature (drawings, models, constructions, diagrams and further business information and know-how) emanating from the contractor with regard to third parties who are not involved in the implementation of the order, and in the broadest sense of the words, anything that has been made available (or known) to him by the contractor.
Article 4 Delivery
4.1. The agreed delivery times start on the last part of the following periods:
a. the day on which an agreement is made
b. the day of receipt by the contractor of the necessary documents, data, permits, etc for implementing the order
c. the day when the required formalities for starting the activities have all been met
d. the day the contractor receives that which is payable in advance, which according to the agreement, must be made prior to starting the activities
4.2. The delivery time will be approximated by the contractor and shall therefore never be taken as fixed deadline, whereby exceeding the delivery time shall never automatically lead to shortcomings attributable to the contractor.
Notwithstanding willful misconduct or gross negligence on the part of the contractor, exceeding the delivery times gives the “Client” no rights to termination of either whole or part of the agreement.
4.3. The contractor has the right to make partial deliveries and to invoice each part separately.
4.4. Notwithstanding evidence to the contrary, the undertakings with regard to quantity, weight, type and dimensions are deemed to be delivered in accordance with the dispatch documents. Deviations and other visible defects observed on delivery must immediately be reported on the receipt document provided by the carrier and reported by letter within two working days after delivery, sent by registered post to the contractor – without following this procedure no claim shall be entertained for deviations or defects.
Article 5 Contractor’s liability – force majeure
5.1. The contractor shall not be liable for damage suffered by the “Client” or third parties, whether or not arising from timely, or not timely, or improper performance of the agreement by the contractor, unless it involves damage that is directly and solely attributable to an intentional act, or gross negligence on the part of the contractor.
5.2. Any other liability the contractor may have for damages, for whatever reason, and including damage to third parties, is expressly excluded.
5.3. Notwithstanding that determined at point 5.1, liability for business, stoppage, consequential and willful damages are excluded under all circumstances. Willful damage includes damage that is done either because of, or during implementation of the work in hand that cause damage to items that are being worked on, or are located in the near vicinity of the where the work is being carried out.
5.4. Liability is only accepted for compensation for damage against which the contractor is insured, but if the damage is not covered by any of the contractor’s insurance policies, then the liability is limited to the amount of the net invoice value of the agreement.
5.5. The “Client” safeguards the contractor against all liability from third parties regarding product liability as a result of defects in products supplied by the “Client” to a third party that consisted of products and/or equipment supplied by the contractor.
Article 6 Conditions of payment
6.1. The prices given by the contractor are exclusive of VAT and any other government duties applicable to the sale and delivery and include the cost of packaging and the normal charges for the contractor for insured transportation to the “Client’s” stated address within the UK. For orders with a value of less than £550 excluding VAT and for deliveries on pallets or with otherwise different arrangements, the costs are calculated according to a graduated scale provided by the contractor.
6.2. In principle the invoices are raised on the date of delivery. The contractor expressly retains the right to unilaterally differ from this.
6.3. Payment of invoices should be made within 14 days after the invoice date at the office of the contractor or to the bank account number indicated by them.
6.4. The right of the “Client” to offset any amounts owed by them with invoices to the contractor is excluded, unless there is a question of bankruptcy of the contractor.
6.5. If the “Client” has not paid an invoice on time, without further proof he is assumed to be in default of the law, and so the contractor has the right to suspend the implementation of any further agreements with the “Client” in question or to cancel them completely, and to charge from the first day after expiration of the payments terms as given at 6.3 through to the date when everything is eventually settled, interest on the unpaid balances amounting to 2% per month, whereby the interest for part of a month shall be charged as a whole month.
6.6. If the contractor has passed on to a third party the collection of the amounts due to them, all the costs incurred by the contractor in taking this action will be at the expense of the “Client”. The extrajudicial collection costs shall be calculated on the basis of a percentage of the unpaid invoice increased by the amount of interest due and according to the following table:
for the first £3,000 15 %
on the excess up to £6,000 10 %
on the excess up to £15,000 8 %
on the excess up to £60,000 5 %
on the excess from £60,000 3 %
If the actual extrajudicial collection costs are higher than the above table, the actual costs incurred will be charged.
6.7. If a legal procedure finds in the claimant’s favor (contractor), all other costs they have incurred that are connected with the process, as well as the extrajudicial expenses shall be charged to the “Client”.
6.8. The contractor is at liberty to determine which collections of the (part) payments by the “Client” are allocated, though in each case the payments shall initially be deducted from the interest charges and extrajudicial collection expenses.
Article 7 Reservation of title and supplementary assurance
7.1. Everything delivered by the contractor, including items for which the invoice has already been paid, remain the property of the contractor until the “Client” has met all their outstanding financial obligations to the contractor, of whatever type, and also including the obligation to pay any interest charges and extrajudicial collection expenses.
7.2. As long as a reservation of title remains on the items supplied, they may not be encumbered by the “Client” or disposed of outside normal business practices and any risks related to part or whole damage, destruction or loss, for whatever reason, will be at the expense of the “Client”. The “Client” is obliged to adequately insure the items at their own expense and at the contractor’s request, against theft, fire and other dangers.
7.3. The contractor is irrevocably authorised by the “Client” to immediately enter into the place where the items in question are located and remove them after invoking their reservation of title. If, despite the authorisation, the
contractor is prevented from retrieving its property, the “Client” shall incur an immediately repayable and not under the authority of the court, fine of £100 for each day that the prevention remains in place, without prejudicing the rights of the contractor to collect the actual damages, provided that they exceed the total fines that have become payable.
7.4. The contractor is always authorised by the “Client” to demand prepayment or additional assurances, to the contractor’s satisfaction, in order to meet its obligations to the contractor, relating to the collection expenses and interest charges, also when these obligations are not yet repayable. If the “Client” does not comply with the request for this within 14 days as demanded by the contractor, the contractor shall have the right to cancel the agreement or immediately suspend the delivery of items and services related to this agreement and any other agreements that are in force, or as the case may be, invoke termination and if the “Client” is at fault, without further evidence of this being required. In addition, the “Client” in such cases shall provide the contractor on demand with a pledge on the fixed assets belonging to them. The contractor shall not be responsible for any damages to the “Client” or third parties that emanate from these actions.
Article 8 Guarantee
8.1. The contractor guarantees the reliability for 12 months after invoice date of the items that have been supplied.
8.2. Items that appear defective to the “Client” should be returned to the contractor, if thereafter these appear to be defective, the “Client” can make the choice between rectification and replacement, or the contractor crediting a proportion of the value of the invoice.
8.3. If items are delivered with the associated manufacturer’s guarantee, this guarantee shall replace the contractor’s guarantee described at item 8 in these conditions and the “Client” should contact the manufacturer directly in the case of defects.
8.4. No guarantee shall be given for defects that occur as a result of normal wear and tear, improper use, incorrect maintenance or installation, mounting, alterations or repairs made by the “Client” or a third party.
8.5. The “Client” can only have recourse to the guarantee after he has carried out all his obligations to the contractor, for whatever reason.
8.6. The “Client” can only have recourse to the guarantee if the defect is reported in writing to the contractor within 14 days after the “Client” has discovered the defect or would have reasonably found it.
Article 9 Applicable law & choice of forum
9.1. UK law applies to all offers, orders and agreements or contracts between the contractor and the “Client” on which the current general conditions apply.
9.2. The Vienna Sales Convention (11 April 1980, Treaty Series 1981 no 184) does not apply, as is any other international regulation where exemption is permitted.
9.3. Any disputes that may arise between the parties, however they are described, shall be settled in the place of the registered office of the contractor, unless mandatory provisions recommend another authorised UK court and notwithstanding the rights of the contractor to submit a dispute to a UK court, with the proceedings based on UK law.