1. Definitions
In these conditions, unless the context requires otherwise:-
1.1 "Buyer" means the person who buys /
agrees to buy the goods from the seller.
1.2 "Conditions" means the terms and
conditions of sale set out in this document. No variation
of these terms and conditions of sale or any terms
supplied with any order form or other document provided
by the Buyer will be binding unless agreed in writing
by both parties.
1.3 "Delivery Date" means the date
specified by the Seller when the goods are to be delivered
if appropriate.
1.4 "Goods" means the articles which
the Buyer agrees to buy from the Seller.
1.5 "Price" means the price for the
goods excluding carriage, packing, insurance and VAT;
and
1.6 "Seller" means Eurolamp Limited.
2. Conditions Applicable
2.1 These conditions shall apply to all contracts
for the sale of goods by the Seller to the Buyer to
the exclusion of all other terms and conditions including
any terms and conditions which the Buyer may purport
to apply under any purchase order, confirmation of
order or similar document save for any variations
agreed in writing by the parties
2.2 All orders for goods shall be deemed to be an
offer by the Buyer to purchase goods pursuant to these
conditions.
2.3 Acceptance of delivery of the goods shall be deemed
conclusive evidence of the Buyer's acceptance of these
conditions.
3. Price and Payment
3.1 The price shall be either the Seller's quoted
price or, if applicable, the price subject to any
special discount if that has been offered. The price
is exclusive of VAT which shall be due at the rate
in force on the date of the Seller's invoice.
3.2 Payment of the price and VAT shall be due within
30 days of the date of the invoice.
3.3 Provided no other payments are due from the Buyer
to the Seller, the Buyer shall be entitled to a prompt
payment discount in accordance with the terms of the
Seller's invoice.
3.4 Interest on overdue invoices shall accrue from
the date when payment becomes due from day to day
until the date of payment at the rate of 2% above
Barclays Bank plc's base rate from time to time in
force and shall accrue at such a rate after as well
as before any Judgment.
3.5 The Seller will accept payment by cheque, bankers
draft, bank transfer or cash.
4. The Goods
4.1 The quantity and description of the goods shall
be as set out in the Seller's quotation.
5. Warranties and Liability
5.1 The Seller warrants that the goods supplied will
at the time of delivery correspond to the description
given by the Seller. Except where the Buyer
is dealing as a consumer (as defined in the Unfair
Contract Terms Act 1977 Section 12 and/or the Unfair
Terms in Consumer Contracts Regulations 1999 Regulation
3.1) all other warranties or terms relating to fitness
for purpose, quality or condition of the goods, whether
express or implied by statute or common law or otherwise
are excluded to the fullest extent by law. The
Buyer acknowledges that the Buyer has not relied upon
the Seller's skill and judgment in deciding whether
the goods are reasonably fit for any purpose for which
the Buyer intends to use them.
6. Retention of Title
6.1 The goods shall remain the property of the Seller
until payment has been received in full.
6.2 Until ownership of the goods has passed to the
Buyer the Buyer shall, at all times after receipt,
identify the goods as the Seller's property including
keeping the goods properly stored and protected and
insured for the full purchase price against all risks
and for the benefit of the Seller and without prejudice
to Clause 6.4 below in the event of non-payment give
the Seller a licence to enter the Buyer's property
to recover the goods.
6.3 Where after non-payment of the goods the Seller
requests the return of the goods from the Buyer, the
Buyer shall immediately return such goods to the Seller
at the Buyer's expense.
6.4 If the Seller deem it necessary to instruct a
professional collection agency or solicitors to recover
an overdue debt and/or the goods, the full costs of
recovering the outstanding monies, including all
accrued interest and associated professional fees
will be borne by the Buyer.
7. Delivery of the Goods
7.1 Where the contract includes delivery, the
risk of loss or damage will pass to the Buyer at the
time of delivery.
7.2 Where the goods are to be collected, then risk
of loss or damage to the goods shall pass to the Buyer
upon collection by the Buyer or the Buyer's authorised
agents.
7.3 Where goods are to be delivered, delivery of the
goods shall be made to the Buyer's address on the
delivery date. The goods may be delivered in
advance of the delivery date upon the giving of reasonable
notice to the Buyer. The Buyer shall make all arrangements
to take delivery of the goods whenever they are tendered
for delivery.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the
goods 24 hours after delivery to the Buyer.
8.2 After acceptance, the Buyer shall not be entitled
to reject goods which are not in accordance with the
contract.
9. Assignments
The Buyer may not assign any of its rights or obligations
under this Agreement without the Seller's specific
written consent.
10. The Seller shall not be liable in respect
of any breach of this Agreement due to any cause beyond
its control including act of God, war, civil disturbance,
malicious damage, strike, lock out industrial action,
fire, flood, drought, extreme weather conditions compliance
with any law or governmental order, rule, regulation,
direction or other circumstances beyond the reasonable
control of the Seller.
11. Remedies of Buyer
11.1 Where the Buyer rejects any goods, then
the Buyer shall have no further rights whatever in
respect of the supply to the Buyer of such goods or
the failure by the Seller to supply goods which conform
to the contract of sale.
11.2 Where the Buyer accepts or has been deemed to
have accepted any goods, then the Seller shall have
no liability whatever to the Buyer in respect of those
goods.
11.3 The Seller shall not be liable to the Buyer for
late delivery or short delivery of the goods.
12. Proper Law of Contract
The Contract is subject to the law of England and
Wales
