TERMS AND CONDITIONS OF SALE OF GOODS
 

SALE OF GOODS
1 Definitions
In these terms and conditions, the following expressions have the following meanings:
“Company” means Cirrus Lighting Limited (registered number 07257459);
“Conditions” means these terms and conditions;
“Client” means any person or company placing a verbal or written order for any goods with the Company;
“Contract” means any agreement concluded between the Company and a Client for the sale of any goods to the Client;
“Goods” means the lighting product(s) a Client agrees to buy from the Company; and
“Price” means the price payable in respect of the Goods.
“Order” means the Client’s order which has been accepted by the Company;

2 Terms of Agreement
2.2 These Conditions shall apply to all Contracts and shall take precedence over and supersede any terms and conditions previously issued by the Company or issued by the Client. Acceptance of the Goods ordered shall be conclusive evidence of the acceptance of these Conditions. The Company will not accept terms and conditions other than those specified nor any other additional or variations thereto.
2.3 The Terms and Conditions, any order form and payment instructions constitute the entire agreement between the Company and the Client. No other terms, representations, promises or statements whether expressed or implied shall form part of this agreement including for the avoidance of doubt, any terms and conditions which the Client tries to apply in any purchase order, confirmation of order, specification or other document or communication. In the event of any conflict between these Terms and Conditions and any other term or provision, these Terms and Conditions shall prevail.
2.4 No employee or agent of the Company has the power to vary these Conditions unless such variation is recorded in writing and signed by a director on behalf of the Company. No employee or agent of the Company has any power to make any representation on the part of the Company and the Client agrees that he has not relied on any such representations.
2.5 The agreement between the Client and the Company will only come into existence once the Company has received and accepted the Client’s Order and has provided written confirmation of its acceptance of the Order. Once the Company has done so, there is a binding legal agreement between the Client and the Company.

3 Ordering
3.1 When ordering any Goods the Client does so in accordance with this agreement. The Client is deemed to have accepted the prices of the Goods quoted and other terms such as delivery which may have been quoted at the time of placing the order.
3.2 Acceptance of any order placed by the Client will only take place when the Company notifies the Client that the order has been accepted.
3.3 An order will be deemed as having been placed on receipt of a written instruction and/or receipt of payment.
3.4 By placing an Order the Client confirms that the quotation meets their requirements and warrants that the details in the quotation, in particular the quantity and specification of Goods are accurate and complete at the time of ordering and that the Order is to be placed against the details contained in the quotation.

4 Price
4.1 The Price shall be that which is quoted to the Client in writing and is valid for 30 days.
4.2 The Price shall be subject to increase due to matters beyond the Company’s reasonable control. If such matters result in an increase in the cost to the Company supplying the Goods, then the Client shall in addition to the Price pay the Company the amount of such increase in costs.
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4.3 In addition to the Price, the Client shall pay the costs of delivery of the Goods in accordance with these Conditions.
4.4 Value added tax is payable on the Goods in addition to the Price and on all other sums payable under these Conditions at the appropriate rate.

5 Goods and Trade Description
5.1 The Goods shall be such as are described in the Company’s catalogue in force from time to time or as otherwise described to the Client in writing by the Company.
5..2 Individual Goods may vary and any descriptions, samples, drawings, specifications, colours and advertisements are illustrative only, are intended as a guide only to the final product and do not form part of this Agreement. The Company is not the manufacturer of the Goods and cannot be held liable if the finished Goods do not conform to the original description or specification.
5.3 Colour finishes will be maintained as accurately as possible.

6 Specification / Quantities
6.1 The Company endeavours to quote correct quantities specified. It is the responsibility of the Client of contract to verify quantities against drawings and final specifications.
6.2 The Company cannot accept responsibility for lamp manufacturers' colour variances or batch production tolerances.

7 Terms of Payment
7.1 The total price for Goods ordered, including delivery charges, will be confirmed to the Client when the order is placed. Please note however that the final price charged may vary to reflect those prices applicable at the time of delivery.

7.2 Full payment must be made for all Goods on the date and by the payment method specified by the Company in the quotation. The Client has no right of set off.

7.3 Payment should be made by bank transfer to the account numbers shown on the invoice, or by cheque payable to the Company.
7.4 If payment or any part thereof is not made by the due date, the Company reserves the right to cancel the Client’s order and determine any contract. The Company shall also be entitled to charge interest on all outstanding amounts at the rate of 5% per annum above the current base rate of Lloyds Bank plc, accruing on a daily basis until the date of payment (whether before or after judgment).

7.5 Goods remain the property of the Company until full payment has been made, the risk of goods remains that of the Client after goods have been despatched.
7.6 In the event of an invoice not being paid, or non-compliance with the payment terms granted, all other sums as yet unpaid become due immediately.
7.7 Any discounts granted lapse in the event of overdue payment.
7.8 In the event of the Client failing payment of an invoice on the due date, or non-compliance with payment terms granted, all the other invoices issued by the Company to the Client shall fall due immediately, without prejudice to the Company's other rights.
7.9 The Company is also entitled to compensation for any other costs, such as collection expenses and judicial expenses, costs and the fees of lawyers used by the Company, but for the extra-judicial and judicial steps to ensure debt recovery, as well as costs arising from unpaid bills of exchange.

8 Delivery
8.1 The Company shall deliver the Goods to the address nominated by the Client at the time of ordering the Goods. The Company will use any reasonably appropriate method of transport at its own discretion. The Company will only deliver to a site at which it is reasonably safe to unload the Goods.
8.2 Delivery is to the road side only. The Client must ensure that at the time of delivery of the Goods adequate arrangements, including labour and access, are in place for the safe delivery of the Goods. The Company cannot be held liable for any damage, cost or expense incurred to the Goods or premises where this arises as a result of a failure to provide adequate access or arrangements for delivery.
8.3 Whilst the Company undertakes to use all reasonable endeavours to deliver the Goods on the promised delivery date, it does not guarantee to do so. Time of delivery is not the essence of the contract. The Client shall be bound to accept the Goods and the Company shall not incur any liability or obligation in respect of any reasonable or unavoidable delay in delivery. The Company is not responsible for any penalties which may be levied against the Client for Goods that are not delivered by a specified date. Nor may the Client issue any penalties directly against the Company for Goods that are not delivered by a specified date. Any delay does not entitle the Client to cancel the order.
8.4 If the Company is unable to supply the Goods ordered, the Company will notify the Client and the Client may cancel the Order and the Company will refund any monies paid.
8.5 If the Client fails to accept delivery of the Goods at the time they are ready for delivery, or the Company is unable to deliver the Goods at the nominated time due to the failure of the Client to provide appropriate instructions, documentation, licences, consents or authorisations, then the Goods shall be deemed to have been delivered to the client and all risk and responsibility in relation to such Goods shall pass to the Client. Any storage, insurance and other costs which are incurred as a result of the inability to deliver the Goods shall be the responsibility of the Client and the Client shall indemnify the Company in full for such cost.
8.6 It is the Client’s responsibility to notify the Company immediately if the Goods have not been delivered or if there has been a partial delivery of goods only. Any missing goods should be listed and notified to the Company, in writing, within two (2) days.

9 Loss or Damage in Transit
9.1 Immediately on receipt of the Goods, the Client must inspect the Goods and notify the Company in writing within two (2) days of any difference between the Goods ordered and those delivered and of any apparent damage to the Goods. Failure to give such notice shall be conclusive evidence that no such difference or apparent damage exists. In the event of any loss or damage to Goods, the Client must keep the Goods within the original packaging and make them available to the Company to inspect. In the absence of any such notices, acceptance of the Goods will be deemed to occur at the end of such period.
9.2 Provided that the Client has complied with Clause 9.1, the Company’s liability is limited to the replacement or repair of the goods lost or damaged, within a reasonable time period.

10 Risk and Ownership
10.1 Responsibility for insuring the Goods passes to the Client on delivery.
10.2 Ownership passes to the Client on satisfaction of the invoice in respect of such Goods and when no other sums due from the Client to the Company are outstanding (whether due for payment or not). From delivery until such time as ownership passes to the Client, the Client holds the Goods as bailee for and owes a fiduciary duty in respect of them to the Company and must store the Goods or procure that the Goods be stored safe from damage and must insure them with a reputable insurer to their full value against all reasonable risks.
10.3 Where the Client is a Wholesaler or a business purchasing the Goods on behalf of a third party, the Client may re-sell the Goods in good faith in the ordinary course of business (but not otherwise deal with them until ownership has passed to the Client) and ownership shall pass to the person to whom such Goods are re-sold at the time of sale.
10.4 Where the Client sells any of the Goods which it does not have ownership of, then until such time as the conditions are fulfilled so that had the Goods continued to be in the possession of the Client ownership would have passed to the Client, the Client shall hold the consideration received for such sale on trust for the Company and account to the Company for such funds and further the Client assigns to the Company the benefit of all rights and claims the Client has in respect of the Goods re-sold.
10.5 In any of the circumstances set out in Clause 11 and in respect of any of the Goods in respect of which ownership has not passed to the Client, the Client shall cease to be entitled to deal with such Goods in any way whatsoever and must place them at the disposal of the Company who shall have the right to repossess such goods and the Client irrevocably grants the Company authority to enter any place to which the Client is entitled to grant such access (or, if such Goods are stored in some other place, the Client will use best endeavours to procure such access) so that the Company may recover such Goods.

11 Termination
11.1 All sums due under any Contract will become payable immediately and the Company may terminate the Contract without incurring any liability if the Client: (a) defaults under the terms of the Contract; (b) suffers any distress or execution on its property; (c) enters a compromise agreement with creditors; (d) is the subject of insolvency or bankruptcy proceedings before the courts; or (e) suffers the equivalent in any other jurisdiction.
12 Faulty Goods
12.1 The Client is entitled to return Goods ordered from the Company within 28 days of receipt of the Goods if the Goods are faulty. The Client will be entitled to have the Goods repaired or replaced provided the Company agrees that the Goods are faulty, have not been damaged and have not been used. Replacement Goods will be charged at the full price.
12.2 Goods which develop a fault or become faulty within the manufacturer’s warranty or guarantee period may be repaired or replaced at the Company’s discretion provided that the Goods are used in accordance with the manufacturer’s recommendations and guidance.
13 Cancelled or Returned Standard Goods
13.1 Except in relation to any Goods to which Clause 14 applies,, the Client may not under any circumstances cancel any order for or return any Goods (other than Goods which the Company has agreed to replace or repair in accordance with Clause 9) unless the Company has agreed in writing to accept any such cancellation or return of Goods. In any case where the Company agrees to accept such cancellation or returned Goods, the Client shall pay the Company 50% of the invoice value of the goods (subject to a minimum charge of £250.00) to cover the handling of such goods returned. Any such goods returned will be at the cost of the Client. The Client must take reasonable steps to ensure that the Goods are not damaged when being returned to the Company. If the Client does not return the Goods, the Company may take steps to recover the Goods and charge the Client its reasonable costs for doing so.
14 Cancellation or Return of Custom-made Goods
14.1 The Client may not under any circumstances cancel any order for or return any Goods which have been or are to be made custom-made to specifications provided by or on behalf of the Client (other than Goods which the Company has agreed to replace or repair in accordance with Clause 9), unless the Company has (in its sole discretion) agreed to accept any such cancellation or return of Goods. In such circumstances the Company shall be entitled to charge the Client an amount up to the value of the order cancelled or Goods returned. Any such goods returned will be at the cost of the Client. The Client must take reasonable steps to ensure that the Goods are not damaged when being returned to the Company. If the Client does not return the Goods, the Company may take steps to recover the Goods and charge the Client its reasonable costs for doing so.
15 Guarantee
15.1 The Goods provided by the Company are manufactured in accordance with the latest international standards and covered by the manufacturer’s Warranty. Components which develop faults, not caused by Client's negligence, within the manufacturer’s warranty period will be repaired or replaced at the Company’s discretion.
15.2 Any replacement parts supplied are chargeable and will be invoiced at full value pending return of faulty parts for testing. Faulty parts returned within 30 days of receipt of replacements may be credited in full dependent upon testing results.
15.3 Under no circumstances can the Company accept liability for labour charges, out of pocket expenses or damage incurred by defects however caused.
16 Conformity and visible defects
16.1 Unless agreed otherwise, complaints concerning conformity of and visible defects in the Goods must be notified to the Company, in writing, within two (2) days of receipt of the goods, citing the reasons. Within that period, the Client must demonstrate that the visible defects and / or the non-conformity with the order placed by it were present at the time of receipt of delivery. Once that period has lapsed, the goods are deemed to have been accepted definitively by the Client.
16.2 The existence of complaints does not release the Client from his obligation to pay the Company’s invoices on the due date.

17 Overseas Projects
17.1 All duties, taxes, Customs and Export/ Import charges and any other related costs levied upon the Clients goods for the country of destination are the responsibility of the Client, and these costs will be passed on to the Client prior to release of goods and shown on the final payment invoice.

18 Limitations of Liability
18.1 The Company shall in no circumstances have a greater liability to the Client than the amount of the Price and will not be liable for any consequential or indirect loss.
18.2 The Company disclaims any and all liability to the Client for the supply of the Goods to the fullest extent permissible under applicable law. This does not affect the Client’s statutory rights as a consumer. If the Company is found liable for any loss or damage to the Client such liability is limited to the amount paid for the relevant Goods. The Company cannot accept any liability for any loss, damage, costs, expenses or any other claims for compensation, including any direct or indirect loss such as loss of profits, to the Client howsoever arising. This limitation of liability does not apply to personal injury or death arising as a direct result of our negligence.
18.3 We shall not be held liable for any failure or delay in delivering Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as an act of God or those of third parties which shall include, but is not limited to, any labour strikes, bad weather conditions, fires, governmental actions, war or terrorist acts.
18.4 The Company does not accept liability for any indirect loss, consequential loss, loss of data, loss of income or profit, loss or damage to property and/or loss from claims of third parties arising out of the use of the Goods purchased from it.
18.5 The Company shall not be held liable for any misrepresentations other than fraudulent misrepresentations.
18.6 The Client shall hold the Company harmless against any claims from third parties for any losses. If a subcontractor is used, the Company may not be held liable for any delays, errors in execution or negligence by said subcontractor.
 

19 Force Majeure and Unavailability of Goods
19.1 The performance of all contracts is subject to cancellations by the Company owing to any act of God, war, strikes, any acts of government, national emergencies, lock-outs, fire, flood, drought, tempest of any other cause beyond the reasonable control of the Company and the obligations of the Company shall be held in abeyance for the duration of any such circumstances and any date or deadline under this Contract shall be extended by a period equal to the duration of the existence of such circumstances.
`19.2 If the Company is unable to supply the Goods ordered on account of such Goods no longer being obtainable by the Company, the Company may terminate the Contract by giving notice to the Client and neither party shall have any liability to the other under the Contract.
19.3 The Company's liability is always limited to refunding the value of the goods. The Company cannot be held liable for other direct or indirect losses such as loss of sales, consequential loss, physical injury or losses by third parties.

20 Company Obligations
20.1 The Company’s responsibilities to the Client extend solely to the supply of Goods. The Company is not responsible for the installation of the Goods. Nor is the Company responsible for overseeing the installation by a third-party. It is the Client’s responsibility to appoint and oversee a competent installer.
20.2 Where the Client has requested, and the Company has agreed, to provide indicative lighting layouts, emergency lighting layouts or lighting calculations, the Company shall use reasonable skill and care however the Client acknowledges that the Company’s layouts and calculations are indicative only and the Company cannot accept responsibility for such layouts and calculations. The Company does not warrant the accuracy of such layouts and calculations or that they will meet the Client’s requirements.
20.3 The Company will pass on to the Client the benefit of any manufacturer warranty which is provided with the Goods and no other warranty is hereby expressed or implied in respect of the Goods.
20.4 The Company may assign, subcontract or novate any part or parts of its rights and obligations under these Terms and Conditions and this agreement without Client consent or any requirement to notify the Client.

21 Terms of Agreement
21.1 These Conditions shall apply to all Contracts and shall take precedence over and supersede any terms and conditions previously issued by the Company or issued by the Client. Acceptance of the Goods ordered shall be conclusive evidence of the acceptance of these Conditions.
 

22 Non - waiver of rights
22.1 The Company's failure to enforce one or more of the clauses of these general terms and conditions cannot be construed as a waiver of these rights.
22.2 If any term or condition of this agreement shall be deemed invalid, illegal or unenforceable, the parties hereby agree that such term or condition shall be deemed to be deleted and the remainder of the agreement shall continue in force without such term or condition.
22.3 No delay or failure on the part of the Company to enforce its rights or remedies under the agreement shall constitute a waiver on the Company’s part of such rights or remedies unless such waiver is confirmed in writing.
23 Unforeseen circumstances
23.1 The Company reserves the right to impose amendment of the contract if unforeseen circumstances arise.
24 Law and Jurisdiction
24.1 English Law shall be the proper law of any to which these Conditions apply and the English courts shall have jurisdiction over any disputes in relation to any such contract. is a company that for more than twenty three years has been making