Warunki
Astro Lighting Limited Terms and Conditions of Sale of Goods
1. Definitions
In this Agreement, the following words shall have the following meanings:
1.1 "Supplier" means Astro Lighting Limited;
1.2 "Customer" means the customer of the Supplier specified in a
relevant purchase order;
1.3 "Goods" means any goods which the Supplier supplies to the
Customer pursuant to a purchase order;
1.4 "Delivery Date" means the date on which the Goods are deemed to
be delivered in accordance with clause 9;
1.5 "Account Address" means the address provided by the Customer
when setting up an account with the Supplier;
1.6 "Intellectual Property Rights" means patents, registered
designs, unregistered designs, trade marks and service marks,
domain names, copyright, design right, database rights, moral
rights, utility models, trade or business names, trade secrets and
other proprietary knowledge and information, specifications,
formulae, data, processes, methods, techniques, improvements, other
technology and/or discoveries, know-how, materials, rights
protecting goodwill and reputation, rights in inventions, computer
programs, designs, rights in confidential information and any other
intellectual or industrial property right of any nature whatsoever,
whether registered or unregistered or applied for, and together
with (i) all rights of action in relation to the infringement of
and the right to apply for any of the above, from time to time
existing anywhere in the world and (ii) anything which is capable
of protection by any of the foregoing rights; and
1.7 "Personal Data" and "Processing" shall have the meanings set
out in the Data Protection Act 2018.
2. Conditions Applicable
2.1 These Terms and Conditions shall apply to the sale of Goods
by the Supplier to the Customer to the exclusion of any other terms
that the Customer seeks to impose or incorporate, or which are
implied by trade, custom, practice or course of dealing.
2.2 An order for the Goods placed by the Customer or any agent of
the Customer shall be deemed to be:-
2.2.1 an offer by the Customer to purchase Goods pursuant to the
provisions of these Terms and Conditions;
2.2.2 accepted only when the Supplier issues a written acceptance
of the order, at which point these Terms and Conditions shall
become binding on the parties; and
2.2.3 conclusive evidence of the Customer's acceptance of these
Terms and Conditions.
2.3 Any variation of these Terms and Conditions (including any
special terms and conditions agreed between the parties) shall be
invalid unless agreed in writing by the parties.
3. Description
The Customer acknowledges and agrees that any description which
is given or applied to the Goods:
3.1 is only for the purpose of identifying the Goods; and
3.2 is not relied on by the Customer when entering into these Terms
and Conditions.
4. Supplier Warranty
4.1 The Supplier warrants that on delivery the Goods shall:
4.1.1 conform in all material respects with their description;
and
4.1.2 be free from material defects in design, material and
workmanship.
4.2 The Supplier shall not be liable for the failure of any Goods
to comply with the warranty set out in clause 4.1 in any of the
following events:
4.2.1 the defect arises because the Customer failed to follow the
Supplier's oral or written instructions as to the storage,
installation, use and maintenance of the Goods or (if there are
none) good trade practice regarding the same;
4.2.2 the defect arises as a result of the Supplier following any
drawing, design or specification supplied by the Customer;
4.2.3 the Customer alters or repairs such Goods without the written
consent of the Supplier;
4.2.4 the defect arises as a result of fair wear and tear, wilful
damage, negligence, or abnormal storage or working conditions;
or
4.2.5 the Goods differ from their description as a result of
changes made by the Supplier to ensure they comply with applicable
statutory or regulatory requirements.
4.3 The warranties set out in clause 4.1 shall not apply to any
bulbs or components supplied by third parties that are incorporated
in the Goods.
4.4 Subject to clause 4.1, all conditions or warranties, express or
implied (whether by statute or otherwise, to the fullest extent
permitted by law), are expressly excluded from these Terms and
Conditions.
4.5 As part of a continuous product improvement and rationalisation
programme, Astro reserves the right to discontinue products and
remove from sale. In these circumstances, if there is fault with a
discontinued product and a warranty claim is made, at Astro's
discretion, the customer will be provided with a free replacement
of a similar specification and price, or a full credit for the
original purchase price. Please note that where there are multiple
fittings of the same type in a single installation, credit or
replacement will only be offered for the actual quantity of faulty
fittings, not the complete installation.
5. Acknowledgement of Examination
The Customer agrees:
5.1.1 to inspect the Goods on delivery;
5.1.2 that it must notify the Supplier of any defect or damage
which would be apparent upon a reasonable visual inspection within
5 days of the Delivery Date;
5.1.3 that in the absence of such notification described in clause
5.1.2 the Customer is deemed to be satisfied as to the condition of
the Goods which would be evident upon reasonable examination;
and
5.1.4 that, subject to clause 4.1, the Supplier has not given any
warranty or condition as to quality or fitness for any purpose of
the Goods.
5.2 If the quantity of goods delivered is different from that
ordered, the Customer must notify the Supplier of such deficiency
within 5 days of delivery failing which the Customer shall be
deemed to have accepted the amount actually delivered as being in
accordance with the Customer's order.
6. Defects and Guarantee
6.1 The Supplier will, at its option, either make good by repair or the supply of a replacement, material defects (determined by reference to the warranties set out in clause 4.1) which, under proper use, appear in the Goods within a period of 3 years after the Goods have been delivered, provided that:
6.1.1 the defect would not have been apparent from reasonable
inspection by the Customer on delivery made in accordance with
clause 5.1.1;
6.1.2 the Customer notifies the Supplier in writing of the claimed
defects in accordance with clause 5.1.2;
6.1.3 the Supplier is satisfied that the defects arise solely from
faulty design (other than a design made, furnished or specified by
the Customer), materials or workmanship of the Supplier;
6.1.4 the Goods or parts thereof claimed to be defective are
returned to the Supplier at the risk of the Customer but at the
expense of the Supplier; and
6.1.5 the repaired or replacement Goods will be delivered to the
Customer to the original place of delivery, but otherwise subject
to the provisions of these Terms and Conditions.
6.2 As an alternative to clause 6.1, the Supplier shall be
entitled, at its absolute discretion, to refund the price paid by
the Customer for the Goods in question.
6.3 The remedy provided in this Clause 6 is the sole and exclusive
remedy of the Customer under these Terms and Conditions and is
without prejudice to the other provisions of these Terms and
Conditions, including, without limitation, clause 13 below.
6.4 These Terms and Conditions shall apply to any repaired or
replacement Goods supplied by the Supplier.
7. Sample
The Customer acknowledges and agrees that where a sample of the Goods has been shown to and/or inspected by the Customer:
7.1 the sole purpose of the Supplier in doing so was to enable
the Customer to judge the quality of the bulk; and
7.2 the provision of such sample does not form part of these Terms
and Conditions or have any contractual force and, for the avoidance
of doubt, shall not constitute a sale by sample.
8. Price
8.1 All amounts stated by the Supplier are exclusive of VAT
and/or any other applicable taxes or levy, which shall be charged
in addition at the rate in force at the date any payment is
required from the Customer.
8.2 The Supplier reserves the right to adjust its prices for any
increase in any costs of any kind arising for any reason after the
date of these Terms and Conditions.
8.3 The Customer shall pay the price for the Goods as stated on the
invoice issued by the Supplier and not as stated on any quotation,
estimate, documentation or given orally.
8.4 The Customer shall pay all amounts due under these Terms and
Conditions in full without any set-off, counterclaim, deduction or
withholding (except for any deduction of withholding required by
law). The Supplier may at any time, without limiting any other
rights or remedies it may have, set off any amount owing to it by
the Customer against any amount payable by the Supplier to the
Customer.
9. Delivery
9.1 The Supplier shall, on agreement with the Customer, either
make the Goods available for collection by the Customer or deliver
the Goods to either the Account Address or such registered business
address as may be agreed between the parties.
9.2 Subject to the method of delivery to be determined in
accordance with clause 9.1, the Goods shall be deemed to have been
delivered to the Customer when:
9.2.1 the Supplier makes them available to the Customer or agent of
the Customer or any carrier (who shall be the Customer's agent
whether or not the charges are paid by the Supplier or Customer);
or
9.2.2 the Goods are delivered to the Customer or agent of the
Customer or any carrier (who shall be the Customer's agent whether
or not the charges are paid by the Supplier or Customer) by the
Supplier or the Supplier's agent or subcontractor.
9.3 Any dates quoted for delivery are approximate only, and the
time of delivery is not of the essence.
9.4 If the Customer fails to take delivery of the Goods or any part
of them on the due date and fails to provide any instructions,
documents, licences, consents or authorisations required to enable
the Goods to be delivered on the due date, the Supplier shall be
entitled, upon giving written notice to the Customer, to store or
arrange the storage of Goods. In this situation, the risk in the
Goods shall pass to the Customer and delivery will be deemed to
have taken place. The Customer shall be liable to pay to the
Supplier all costs and expenses arising as a result of the failure
to take delivery.
10. Risk
The risk in the Goods shall pass to the Customer on the Delivery Date.
11. Title
11.1 Title to the Goods shall not pass to the Customer until the
Supplier receives payment of the price (and any other sums that are
due or owing to the Supplier) in full, whether or not delivery of
the Goods has been made.
11.2 Notwithstanding clause 11.1, title to the Goods shall pass to
the Customer upon notification by the Supplier in writing.
11.3 Until title to the Goods passes to the Customer, the Customer
shall:
11.3.1 keep the Goods in satisfactory condition, in their
packaging and separate from other goods so that they remain readily
identifiable as the Supplier's property; and
11.3.2 not remove, deface or obscure any identifying mark or
packaging on or relating to the Goods.
11.4 The Supplier shall be entitled at any time before the title passes to re-possess and dismantle (without being liable for any damage caused by doing so) all or any of the Goods and for that purpose to enter any premises of the Customer. If in such circumstances the Goods are stored or otherwise held on premises belonging to any third party, the Customer shall procure the right for the Supplier to enter such premises to re-possess and dismantle the Goods.
12. Payment
12.1 Payment for the Goods shall be made within 30 days of the
date of the Supplier's invoice unless agreed otherwise in writing
by the parties.
12.2 If payment is not received in accordance with clause 12.1, the
Supplier shall be entitled:
12.2.1 to charge interest on the outstanding amount at the rate
of 4% per annum above the base lending rate of National Westminster
Bank Plc, accruing daily from the due date until actual payment of
the overdue amount;
12.2.2 to require that the Customer makes a payment in full in
advance of any delivery not yet made; and
12.2.3 not to make any delivery in respect of Goods ordered but not
yet delivered.
13. Returns
Goods which are not faulty or defective can only be returned if ordered or delivered in error or if an authorised sample. Please notify Astro of your request to return within 10 working days of the delivery date by completing the Astro Returns Form which can be requested from [email protected]. Return requests can only be considered if notified within the 10 working day period. Once authorised and a returns number is issued, the goods must be returned within 10 working days of the issue of the returns number or the returns number will become invalid (20 working days for total process). Authorised returns will be subject to a 20% re-stocking fee. Authorised returns will only be accepted in a clean re-saleable condition.This means that the item has not been used or damaged and is still in its original box with all contents included. There should be no additional labels or any writing on the product or the product box.
14. Liability
14.1 Nothing in these Terms and Conditions shall limit or exclude the Supplier's liability:
14.1.1 for death or personal injury caused by its negligence, or
the negligence of its employees, agents or subcontractors (as
applicable);
14.1.2 for fraud or fraudulent misrepresentation;
14.1.3 for breach of the terms implied by section 12 of the Sale of
Goods Act 1979 (as amended);
14.1.4 under the Consumer Protection Act 1987; or
14.1.5 for any matter in respect of which it would be unlawful for
the Supplier to exclude or restrict liability.
14.2 Subject to clause 14.1:
14.2.1 the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of or damage to goodwill;
f. loss of use or corruption of software, data or information;
or
g. any indirect or consequential loss arising under or in
connection with these Terms and Conditions; and
14.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with these Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods in relation to which such liability has arisen.
15. Data Protection
15.1 By placing an order in accordance with these Terms and Conditions, the Customer hereby consents to the use of its (and its employee' and agents') Personal Data by the Supplier for the following purposes:
15.1.1 to enable the Supplier to fulfil its obligations under these Terms and Conditions;
15.1.2 for the administration of the Customer's order;
15.1.3 for marketing and promotional purposes; and
15.1.4 to obtain feedback from customers and administer customer
surveys.
15.2 The Supplier shall process the Personal Data only to the
extent, and in such a manner, as is necessary for the purposes
specified in clause 15.1 and shall not process the Personal Data
for any other purpose.
16. Intellectual Property
16.1 The Supplier shall retain and own all Intellectual Property
Rights in and to the Goods.
16.2 To the extent that the Goods are to be manufactured in
accordance with modifications and/or improvements requested by the
Customer (the acceptance of which are at the complete discretion of
the Supplier), the Customer acknowledges that the Supplier shall
own any Intellectual Property Rights in such modifications and
improvements and the Customer shall indemnify the Supplier against
all liabilities, costs, expenses, damages and losses (including any
direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal and other
reasonable professional costs and expenses) suffered or incurred by
the Supplier in connection with any claim made against the Supplier
for actual or alleged infringement of a third party's intellectual
property rights arising out of or in connection with the Supplier's
use of any specification or details supplied with the Customer's
request. This clause 16.2 shall survive termination of these Terms
and Conditions.
16.3 The Supplier reserves the right to amend the specification of
the Goods if required by an applicable statutory or regulatory
requirements.
17. Termination
17.1 If the Customer becomes subject to any of the events listed
in clause 17.2, the Supplier may terminate these Terms and
Conditions with immediate effect by giving written notice to the
Customer.
17.2 For the purposes of clause 17.1, the relevant events are:
17.2.1 the Customer takes any step or action in connection with
its entering administration, provisional liquidation or any
composition or arrangement with its creditors (other than in
relation to a solvent restructuring), being wound up (whether
voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of its
assets or ceasing to carry on business or has any bankruptcy
proceedings initiated or any events analogous to the foregoing
occur under the laws of any jurisdiction;
17.2.2 the Customer suspends, or threatens to suspend, or ceases or
threatens to cease to carry on all or a substantial part of its
business; or
17.2.3 the Customer's financial position deteriorates to such an
extent that in the Supplier's opinion the Customer's capability to
adequately fulfil its obligations under these Terms and Conditions
has been placed in jeopardy.
17.3 Without limiting its other rights or remedies, the Supplier
may suspend provision of the Goods under these Terms and Conditions
or any other contract between the Customer and the Supplier if the
Customer becomes subject to any of the events listed in clause
17.2.1 to clause 17.2.3, or the Supplier reasonably believes that
the Customer is about to become subject to any of them, or if the
Customer fails to pay any amount due under these Terms and
Conditions on the due date for payment.
17.4 On termination of these Terms and Conditions for any reason
the Customer shall immediately pay to the Supplier all of the
Supplier's outstanding unpaid invoices and interest.
17.5 Termination of these Terms and Conditions, however arising,
shall not affect any of the parties' rights, remedies, obligations
and liabilities that have accrued as at termination.
17.6 Clauses which expressly or by implication survive termination
of these Terms and Conditions shall continue in full force and
effect.
18. General
18.1 Force Majeure
The Supplier shall not be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms and Conditions if such delay or failure arises as a result of the occurrence of an event reasonably beyond its control. In such circumstances the Supplier shall be entitled to a reasonable extension of the time for performing such obligations.
18.2 Amendments
These Terms and Conditions may only be amended in writing signed by duly authorised representatives of both parties.
18.3 Entire Agreement
Subject to the incorporation of these Terms and Conditions (if relevant) in the Supplier's form of distribution agreement as amended from time to time, these Terms and Conditions contain the entire agreement between the parties and supersede and replace any prior written or oral agreements, representations or understandings between them.
18.4 Waiver
No failure or delay by the Supplier in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in Agreement are cumulative and not exclusive of any rights and remedies provided by law.
18.5 Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Terms and Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms and Conditions.
18.6 Law and Jurisdiction
The validity, construction and performance of these Terms and Conditions shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit.
18.7 Headings
The headings of these Terms and Conditions are for convenience of reference only and shall not affect their interpretation.
18.8 Third Parties
For the purposes of the Contract, Rights of Third Parties Act 1999, these Terms and Conditions are not intended to, and do not, give any person who is not a party to it any right to enforce any of its provisions.
18.9 Interpretation
In these Terms and Conditions, unless the context requires otherwise:
18.9.1 words importing any gender include every gender;
18.9.2 words importing the singular number includes the plural
number and vice versa;
18.9.3 words importing persons include firms, companies and
corporations and vice versa;
18.9.4 the headings to the clauses, schedules and paragraphs of
these Terms and Conditions are not to affect the
interpretation;
18.9.5 any reference to an enactment includes reference to that
enactment as amended or replaced from time to time and to any
subordinate by-law made under that enactment; and
18.9.6 where the word "including" is used in these Terms and
Conditions, it shall be understood as meaning "including without
"Limitation".