NU-LIGHT LED LTD – GENERAL TERMS AND CONDITIONS FOR SUPPLY OF GOODS & SERVICES – July 2013
In this document the following words shall have the following meanings:
1.1 “Customer” means any person who purchases Goods and Services from Nu-Light LED Ltd (referred to in this document as Nu-Light LED)
1.2 “Goods” means the articles specified in the Proposal;
1.3 “Proposal” means the statement of work, quotation or other similar document describing the Goods and Services to be provided by Nu-Light attached to these Terms and Conditions
1.4 “Services” means the services specified in the Proposal;
1.5 “Terms and Conditions” means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by Nu-Light
2.1 These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by Nu-Light LED to the Customer and shall prevail over any other documentation or communication from the Customer.
2.2 Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by Nu-Light LED.
2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which Nu-Light LED may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.
2.4 Nothing in these Terms and Conditions shall affect the Customer’s statutory rights as a Consumer.
3 THE ORDER
3.1 The Proposal attached to these Terms and Conditions shall remain valid for a period of 21 days. No contract between Nu-Light LED and the Customer shall come into force until the Customer has accepted the Proposal.
3.2 The Customer shall be deemed to have accepted the Proposal by placing an order in writing with Nu-Light LED (“the Order”) within the period specified in Clause 3.1.
3.3 All Orders for Goods and Services, whether verbal or in writing shall be deemed to be acceptance of the Proposal pursuant to these Terms and Conditions.
3.4 Nu-Light LED reserve the right to withdraw or amend any quotation without notice before acceptance of the Proposal has been received from the Customer.
3.5 On acceptance of the Proposal Nu-Light LED will order the Goods as detailed in the Proposal, if subsequent to this order being placed the Customer cancels the Order the Customer will be liable for any costs incurred by Nu-Light LED in the proper performance of the Order for Goods or time to that date and a 75% cancellation charge of the customer’s order/accepted proposal.
3.6 The person giving instructions to Nu-Light LED or ordering work or materials will personally be deemed to be the Customer unless it is made clear to Nu-Light LED who the Customer is.
4 PRICE AND PAYMENT
4.1 the price for the Goods and Services is as specified in the Proposal and VAT and any other applicable charges are outlined in the Proposal.
4.2 Payment of the price shall be in the manner specified in the Proposal. Time for payment shall be of the essence of the contract.
4.3 If the Customer fails to make any payment on the day of it becoming due, Nu-Light LED shall be entitled (a) to charge interest at the rate of 5.00% per month as well before as after judgment on the outstanding amounts from the due date to date of payment (b) without any liability to the Customer to cease any uncompleted work.
4.4 The Customer must notify Nu-Light LED of any variation to the Proposal and Nu-Light LED (if it agrees the variation) reserves the right to adjust the price accordingly.
5.1 The date of delivery specified by Nu-Light LED is an estimate only. Time for delivery shall not be of the essence of the contract and Nu-Light LED shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.
5.2 All risk in the Goods shall pass to the Customer upon delivery.
5.3 Where the Goods are faulty or do not comply with any of the contract, the Customer must notify Nu-Light LED within 7 days of delivery and the Customer shall be entitled to replacement Goods. After 7 days the Customer shall be deemed to have accepted the Goods and shall not after that time be entitled to reject them.
5.4 The Customer shall make all arrangements to take delivery of Goods whenever they are tendered for delivery.
6.1 Title in the Goods and materials shall not pass to the Customer until Nu-Light LED has been paid in full in accordance with these Terms and Conditions.
6.2 Should payment not be made in accordance with these Terms and Conditions Nu-Light LED reserves the right (and shall be allowed access by the Customer) to remove any Goods or materials supplied or fitted by Nu-Light LED.
6.3 The cost of any damage caused by such removal will not be borne by Nu-Light LED.
7 CUSTOMER’S OBLIGATIONS
To enable Nu-Light LED to perform its obligations the Customer shall:
7.1 co-operate with Nu-Light LED;
7.2 make the site available to Nu-Light LED for the duration of the works and ensure a safe supply of necessary services and utilities.
7.3 provide Nu-Light LED with any information reasonably required.
7.4 obtain all necessary permissions, licenses and consents which may be required before the commencement of the services, the cost of which shall be the sole responsibility of the Customer;
7.5 comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.
8.1 Materials and Goods supplied by Nu-Light LED shall be of merchantable quality and fit for their normal purpose.
8.2 Nu-Light LED shall perform the Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice.
8.3 Nu-Light LED accepts all responsibility for the condition of tools and equipment used in the performance of the Services and shall ensure that any materials supplied shall be free of defects.
8.4 In addition to the Customer’s statutory rights, Nu-Light LED guarantees all materials against faulty workmanship for the period specified in the Proposal, Quotations or Invoices.
8.5 Goods supplied by Nu-Light LED are guaranteed for the period as specified by the manufacturer’s warranty applicable to the Goods as detailed on Nu-Light LED documentation such as, Proposals, Quotations and or Invoices. If no warranty period is stated, a maximum 12 month period applies from the date of delivery.
8.6 All products are guaranteed by Nu-Light LED for the period as specified in the customer quotations or invoices, see point 8.5. The Nu-Light website is an active document, therefore
warranty periods shown are relative to/at that point in time forwards and not historic or backdated.
8.7 Nu-Light LED will at all times have Public Liability Insurance in place.
8.8 Nu-Light LED shall bare no liability in respect of supplying an installation service so as to enable the goods/equipment to removed and replaced, once it has been agreed that equipment has failed through manufactures fault/defect. With regards to fault/defect arising from fair wear and tear, failure to follow any instructions supplied by either Nu-Light/the Manufacturer. Nu-Light LED shall be under no liability in respect of replacing the said goods/equipment.
9 LIMITATION OF LIABILITY
9.1 Provided that nothing in these Terms and Conditions shall exclude or limit the liability of Nu-Light LED for death or personal injury, Nu-Light LED shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the price for the Goods and Services.
9.2 Except to the extent precluded by law, Nu-Light LED shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
9.3 Nu-Light LED will not be liable for the fitness for a particular purpose (other than their normal purpose) of any materials or Goods or Services unless that particular purpose has been notified to Nu-Light LED in writing prior to the date of this Proposal.
9.4 `Where the Customer supplies Goods or materials Nu-Light LED accepts no responsibility for any defects or damage and offers no guarantee for these Goods or materials.
9.5 For the avoidance of doubt, time shall not be of the essence and Nu-Light LED shall incur no liability to the Customer in respect of any failure to complete the Services by any agreed completion date.
10 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
12 GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.