The Terms and Conditions (the Conditions) set out below apply to all quotations estimates and sales made between Belgravia Lighting Limited (“us” or “we”) and the customer (“you”).
1.2 The Conditions will prevail over any other terms and conditions used by you or contained or set out or referred to in any documents sent by you to us. No variation of these Conditions will be effective unless agreed by us in writing.
1.3 “Goods” in these Conditions means the articles which are the subject of the Contract, the quantity and description of which shall be as set out in our quotation and, where the context permits, any services supplied by us to you (the “Services”).
Establishment of Contract
No quotation or estimate given by us to you will be binding on us until such time as we accept an order for Goods.
All orders for Goods (as defined below) shall be deemed to be an offer by you to purchase
Goods under the terms of these Conditions.
No order will become binding on us until it has been accepted by us in writing (which may be by email) at which point there will be a binding contract between you and us in accordance with these Conditions (“the Contract”).
Orders and Specifications
3.1 Wiring will be standard British fittings, as set out in our catalogue, unless otherwise agreed with you. If we agree to supply Goods with non-British fittings you are responsible for ensuring that the fittings and wiring corresponds with local regulations and specifications.
3.2 All descriptions, weights, dimensions, brochures, catalogues, price lists and advertisements are approximate and by way of identification only and are intended only to present a general description of the Goods. The use of such material shall not in any circumstances render any sale a sale by description, nor will they form part of any Contract unless otherwise specified.
3.3 No order which has been accepted by us may be cancelled by you except with an agreement in writing from us. If we accept a cancellation then you agree to indemnify us in full against all loss, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of the cancellation.
4.1 The price of the Goods shall be our quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in our published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by you, after which time they may be altered by us without giving notice to you. Prices for bespoke items and Services will be as agreed between you and us or, if there is no express agreement, at our standard rates from time to time.
4.2 Unless otherwise stated the price of the Goods is exclusive of VAT which shall be due at the rate ruling on the date of our invoice.
4.3 We reserve the right, by giving notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to us which are due to factors beyond our control (such as without limitation, any foreign exchange fluctuation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods which are requested by you, or any delay caused by any instructions from you or failure of you to give us any change in delivery dates, quantities or specifications for the Goods which are requested by you or any delay caused by any instructions from you or your failure to give us adequate information or instructions) provided that you may cancel the Contract within 7 days of any such notice from us.
4.4 Except as otherwise stated under the terms of any quotation or in any of our price lists, and unless otherwise agreed in writing between you and us, all prices are given by us excluding all delivery and packaging costs which will be charged separately, and where we agree to deliver the Goods otherwise than at our premises you will be liable to pay our charges for transport, packaging and insurance.
Payment will be made on delivery or collection of Goods except in the following circumstances:
5. Where a trade account has been set up and agreed in writing between us and you, payment will then be within 30 days of the invoice date (which will be the date of collection or despatch);
5.1 in the case of Goods being exported, payment must be made in full before we will release the Goods;
5.2 you have a pro-forma account with us and have already paid for the Goods;
at our discretion we may require payment in advance of collection or delivery.
5.3 All payments must be made in either Pounds Sterling, US Dollars or Euros. If payments are made in any currency other than pounds sterling you will need to meet all bank charges and costs incurred by us in exchanging or cashing such payments.”
5.4 If payment is outstanding after 30 days you may be charged interest on the amount unpaid, at the rate of 4% per annum above the base rate from time to time of National Westminster Bank plc (or of an alternative bank nominated by us) on a daily basis from the due date of payment until payment is made in full.
6. Ownership of Goods and Risk
6.1 The property in the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the Goods and all other goods supplied by us for which payment is then or will become due.
6.2 The risk of loss or damage to the Goods will pass to you on collection or despatch from our premises, whether or not the Goods have been paid for.
6.2 Until such time as the property in the Goods passes to you, you agree to hold the Goods as our fiduciary agent and bailee, and you agree to keep the Goods separate from your own goods and those of third parties and properly stored, protected and insured and identified but you may resell or use the Goods in the ordinary course of your business.
6.3 Until such time as the property in the Goods passes to you (and provided the Goods are still in existence and have not been resold), we may at any time require you to deliver up the Goods to us and, if you fail to do so forthwith, we may enter on any of your premises where the Goods are stored and repossess the Goods.
Goods Supplied on Approval
7.1 Goods supplied by us on approval are subject to the following terms:
The Goods remain the sole and absolute property of us as legal and beneficial owner until payment is made in full.
The risk of loss or damage to the Goods supplied on approval shall pass to you from the time that they are despatched or collected from our Premises until the time they are returned to our premises.
If the Goods supplied on approval are not returned to our premises within 14 days of their despatch, the customer shall be deemed to have accepted the Goods supplied on approval and will be obliged to purchase them at the price stated our current price list.
All Goods supplied on approval are invoiced immediately and will be credited on their return subject to any deductions which we may reasonably make in compensation for any loss or damage which may have occurred to the Goods whilst at your risk.
8.1 Delivery of the Goods shall be made by you collecting the Goods at our premises at any time after we have notified you that the Goods are ready for collection or, if some other place for delivery is agreed by us, we will deliver the Goods there.
8.2 At your request we will normally be able to arrange delivery to addresses within the central London area at standard rates at the date of despatch.
8.3 Delivery to other parts of the UK can be made by us, prices to be at standard rates at the date of despatch.
8.4 Delivery abroad can be arranged by us via a third party, and the price for delivery will be subject to quotation.
8.5 Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods howsoever caused. Time for deliver shall not be of the essence. The Goods may be delivered by us in advance of the quoted delivery date upon giving reasonable notice to you.
8.6 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Conditions, or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
8.7 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (other than by reason of any cause beyond your reasonable control or by reason of our fault) then, without prejudice to any other right or remedy available to us, we may:
a) store the Goods until actual delivery and charge you for the reasonable costs of storage; or
b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract;
8.8 If there is any damage to the product you shall be responsible for keeping the packaging so that it may be if necessary examined by the shipper for insurance purposes. Failure to do so may affect a claim.
Warranty and Liability
9.1 Subject to the conditions set out below we warrant that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their initial use or twelve months from delivery whichever is first to expire.
9.2 The above warranty is subject to the following conditions:
a) we shall be under no liability in respect of any defect in the Goods arising from any drawing or specification supplied by you or for any defect arising in respect of a bespoke item which is not directly attributable to faulty workmanship;
b) we shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing) misuse or alteration or repair of the Goods without our approval;
c) we shall be under no liability under the warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
d) the above warranty does not extend to parts, materials or other equipment not manufactured by us in respect of which you shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to us;
9.3 Subject as expressly provided in these conditions, and where you are not dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Where the Goods are sold under a consumer transaction your statutory rights are not affected by any of these Conditions.
9.5 Any claim by you which is based on any defect in the quality of the Goods or their failure to correspond with specification must (whether or not delivery is refused by you) be notified to us within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If you do not notify us accordingly, you will not be entitled to reject the Goods and we shall have no liability for such defect or failure, and you will be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or the condition of the Goods or their failure to meet specification is notified to us in accordance with these conditions, we shall be entitled to replace or repair the Goods (or part in question) free of charge or at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price), but we shall have no further liability to you.
9.6 Where we deliver Goods to you and you are installing, rewiring or altering the Goods you must use a properly qualified electrician for any such work. Where electrical Goods are supplied for use outside of the United Kingdom you are responsible for ensuring that the Goods comply with any local regulations and specifications. We will not be liable for any loss arising as a result of improper use of the Goods such as the use of inappropriate light bulbs, fittings or shades or the placing of Goods in inappropriate locations.
9.7 We shall not be liable to you by reason of any representation, or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for lost profit, lost opportunity or lost reputation or otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by our negligence, our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you, except as expressly provided in these conditions
9.8 Our entire liability under or in connection with the Contract shall not exceed the price of the Goods, except as otherwise expressly provided.
9.8 Nothing in the Conditions will exclude or limit our liability in respect of death or personal injury caused by our negligence.
10.1 We may at our sole discretion accept a return of Goods supplied provided that the Goods are returned to us in their original packaging without any damage or defect whatsoever. Any such returns will be subject to a minimum restocking fee equal to 20% of the purchase price of the returned item. If we accept a return we will (at our discretion):
a) issue a credit note equal to 80% of the purchase price of the item; or
b) refund 80% of the purchase price of the item to you.
10.2 Where we have prepared a bespoke item for you in accordance with your specification we will not under any circumstances accept a return of the item.
Services and Advice
11.1 Any advice or recommendation given by us to you or your employees or agents as to the storage, application or use of the Goods is followed or acted upon entirely at your own risk, and accordingly we shall not be liable for any such advice or recommendation.
11.2 If you supply any item to us for alteration or rewiring in our workshop the item will not be covered by our insurance policy and will remain at your risk. You must therefore ensure that you have insurance cover in place which will protect the item in the event of damage to the item while it is in our workshop or while it is in transit (if we agree deliver the item to you and we reserve the right to insist on collection).
11.3 All intellectual property rights including copyright which are capable of existing in any designs, drawings, documents, information or (without limit) other materials created or provided by us shall be and remain our property. You will have a royalty-free non-exclusive licence to use the material for the purposes contemplated at the time of the Contract but you will not be entitled to sub-licence any intellectual property rights or use any such rights for any business or commercial purpose save as expressly agreed.
11.4 We are an independent contractor and no employment relationship shall be created by any provision of Services.
11.5 Charges for Services will be at the rates agreed between you and us, or if we have not expressly agreed rates with you at our standard rates from time to time. Charges will be payable as agreed between you and us, or, if we have made no express agreement, immediately upon the issue of an invoice to you.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Conditions.
These conditions and any contract between us and you shall be governed by the Laws of England and you agree to submit to the exclusive jurisdiction of the English Courts.
12.3 We will not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of our obligations in relation to the Goods if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as clauses beyond our reasonable control:
a) Act of God, explosion, flood, tempest, fire, earthquake or accident.
b) War and other hostilities (whether war be declared or not) invasion, act of foreign enemies, requisition or embargo.
c) Acts restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any government or local authority.
d) Import or export regulations or embargoes.
e) Strikes lock outs or other industrial action or trade disputes (whether involving our employee’s or a third party).
f) Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
g) Power failure or breakdown in machinery.
a) you make any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual firm), becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
b) An encumbrancer takes possession, or a receiver is appointed any of your property or assets; or
c) you cease, or threaten to cease to carry on business; or
d) we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and notify you accordingly;
then without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to you, and if the Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement to the contrary and we may recover the Goods from your premises in accordance with clause 6 of the Conditions.
You will not be entitled to withhold by way of set-off, deduction, counterclaim any amounts which you owe to us against any amounts that we may owe to you.
No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
12.7 We shall be entitled to sub-contract any of our rights or duties under this agreement.