Conditions of Sale

1. Interpretation

• Customer: The Customer whose particulars appear overleaf.
• Seller: A participating associate of Lighting And Mains Power Solutions Limited.
• Goods: Any Goods (or instalment or part thereof) ordered by the Customer from the Seller.

2. Basis of Sale

These Conditions of Sale, together with implied legal conditions, form the entire agreement between the Customer and Seller. Variations are only valid if made in writing by an officer of the Seller. Verbal representations or collateral contracts are not binding unless they comply with this clause.

3. Price of Goods

Prices quoted exclude VAT, carriage, and installation, and are valid for 14 days.

4. Payment

• 4.1 Payment is due in cash with order or against a pro-forma invoice until a Credit Account is opened.
• 4.2 Time of payment is essential. For Credit Accounts, payment is due on the 28th of the month following the invoice date, or as otherwise agreed.
• 4.3 Late payments will incur interest calculated according to the "Late Payments of Commercial Debts Regulations 2002" and any amendments.
• 4.4 A £50.00 administration fee applies to dishonoured or countermanded payments.

5. Delivery

• 5.1 Delivery dates are estimated and non-binding. The Seller is not liable for delays.
• 5.2 The Seller may deliver in instalments and invoice separately for each.
• 5.3 Failure to accept delivery (except on legal grounds for rejection) constitutes a breach of contract.

6. Risk and Title to the Goods

• 6.1 Risk passes to the Customer upon delivery.
• 6.2 Ownership remains with the Seller until full payment for the Goods and all other outstanding sums.
• 6.3 Until ownership passes, the Customer must:
  • 6.3.1 Hold the Goods as the Seller's bailee.
  • 6.3.2 Store the Goods separately and identifiably.
  • 6.3.3 Not damage or obscure any identifying marks.
  • 6.3.4 Insure the Goods and provide the policy to the Seller upon request.
  • 6.3.5 Hold insurance proceeds on trust for the Seller.
• 6.4 Resale is permitted before ownership passes only if:
  • 6.4.1 Sold in the ordinary course of business at full market value, with proceeds held for the Seller.
  • 6.4.2 The Customer acts as principal in the sale.
• 6.5 The Customer's right to use, sell, or possess the Goods terminates if:
  • 6.5.1 The Customer becomes insolvent.
  • 6.5.2 The Customer breaches these Conditions or any other contract with the Seller, or ceases to trade.
  • 6.5.3 The Customer encumbers the Goods.
• 6.6 The Seller may recover payment regardless of ownership.
• 6.7 The Seller has an irrevocable licence to enter premises to inspect or recover the Goods.

7. Warranties and Liability

• 7.1 The Seller warrants that the Goods will conform to their specification and be free from defects for 12 months from delivery, provided:
  • 7.1.2 The Seller is not liable for defects due to Customer specifications.
  • 7.1.3 The Seller is not liable for defects due to wear and tear, misuse, or unauthorised repair.
  • 7.1.4 For Goods not manufactured by the Seller, the warranty is that of the manufacturer or as implied by law.
  • 7.1.5 The warranty is void if payment is not made by the due date.
• 7.2 Claims for patent defects must be made within 7 days of delivery, and for latent defects within 14 days of discovery.
• 7.3 The Seller's liability is limited to refund or replacement. The Seller is not liable for consequential losses, except for death or personal injury due to negligence.
• 7.4 The Customer is responsible for ensuring the Goods' suitability for their intended purpose.

8. Termination/Suspension

The Seller may suspend performance or terminate the contract if the Customer breaches these Conditions.

9. General

• 9.1 If any term is invalid, it shall be deemed excised without affecting the remaining terms.
• 9.2 These Conditions are governed by English law, and English Courts have exclusive jurisdiction.