Terms & Conditions for business customers

Effective 25th May 2018

 

1                  Business customers

1.1              These terms and conditions apply to sales of our goods and/or services to business customers.

1.2              If you wish to buy our goods for domestic use or for purposes not connected with a business, you are a consumer, in which case these terms and conditions do not apply to you and you should see instead our terms and conditions for consumers.

2                  The contract between us.

2.1              A contract between us on the terms set out in these terms and conditions will come into force when we confirm our acceptance of your order. 

2.2              These terms and conditions will govern the contract to the exclusion of any terms which you might seek to incorporate or impose or which might be implied by trade, custom or a course of dealing.

2.3              References in these terms and conditions to the quotation is to any written quotation issued by us which is accepted by you via your order.

2.4              All goods are subject to availability.  If, following acceptance of your order, we are not able to supply the goods in question, we will inform you of this and will not process your order.  If you have already paid for the goods, we will refund you the full amount as soon as reasonably possible.

2.5              We may vary these terms and conditions from time to time.  Every time you order goods and/or services from us, the terms and conditions in force at that time will apply to the contract between us.

2.6              These terms and conditions apply equally to goods and services except as otherwise stated.

2.7              In the event that any goods are supplied by us under or in conjunction with a third party finance agreement (“Finance Agreement”) the provisions of clause 20 shall apply.

3                  Price

3.1              The price of the goods is the price set out in the quotation.  The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.

3.2              Our quotations are valid for the period set out in them and, where no period is provided, the quotation shall lapse after 30 days.

3.3              The price quoted excludes the cost of delivery (unless otherwise stated) which will be payable by you in addition.

3.4              Rates of tax and duties on the goods will be those applying at the time of delivery.

3.5              At any time before delivery we may adjust the price of our goods to reflect any increase in our costs of supplying the goods where such increase is beyond our reasonable control.

3.6              For special orders: All orders for lamps and luminaires of non-standard voltages or types not included in catalogues are considered to be “Special Types” the production of which is undertaken on the understanding that you will accept under or over delivery to the extent of 10% at the price quoted per unit (adjusted pro-rata).

3.7              Where you require the delivery of goods to be on pallets, a charge of 0.5% of the total price payable for the goods shall be added to the price. Unless otherwise specified this amount will be credited in full on the return, within one month, of such pallets in good condition carriage paid.  No charge is made for any other form of packaging and no credit will be allowed for its return.

3.8              The price for the services will be:

(a)       the price set out in our quotation; or

(b)       if no price is quoted, the price will be calculated on the basis of our daily rates from time to time, details of which are available on request.

4                  Delivery

4.1              All delivery times quoted are estimates only and not legally binding on us.

4.2              If we fail to deliver within a reasonable time after any quoted delivery time, you may (by informing us in writing) cancel the contract, however:

4.2.1          you may not cancel if we receive your notice after the goods have been dispatched; and

4.2.2          if you cancel the contract, you can have no further claim against us under that contract.

4.3              If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

4.4              We may deliver the goods in instalments. Each instalment is treated as a separate contract.

4.5              We may decline to deliver if:

4.5.1          we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or

4.5.2          the delivery location (or the access to it) is unsuitable for our vehicle in which case our sole liability will be to make the goods available for collection by you from our premises and we reserve the right to charge for any costs spent on time wasted in relation to the failed delivery.

4.6              Goods will not be delivered on pallets unless requested (see clause 3.7). 

4.7              You agree to cooperate fully with us and provide us, our employees, agents, consultants and subcontractors with access to your premises and other facilities as reasonably required by us to deliver the goods to you.

4.8              We will deliver the goods to you in accordance with the terms of the delivery policy available at www.thorlux.com.

5                  Supply of the services

5.1              We will supply the services in accordance with any written specification for the services agreed in writing between us. 

5.2              We will use our reasonable endeavours to meet any performance dates agreed between us in writing, but these dates will be estimates only and time will not be legally binding on us.

5.3              We may make changes to the services which are necessary to comply with applicable laws or safety requirements or which do not materially affect the nature or quality of the services.

5.4              You must:

(a)     cooperate with us in all matters in relation to the services;

(b)       provide us, our employees, agents, consultants and subcontractors with access to your premises and other facilities as reasonably required by us to provide the services;

(c)       provide us with such information and materials as we reasonably require in relation to the services and ensure that such information is accurate in all material respects;

(d)       obtain and maintain any necessary licences, permissions and consents required for the services before the date on which the services are due to start;

(e)       keep and maintain any materials, equipment, documents or property of ours or our employees, agents, consultants and subcontractors at your premises in safe custody at your own risk; and

(f)        ensure that your premises provide a safe environment in which to perform the services.

5.5              If our performance of any of our obligations in relation to the services is prevented or delayed by any act or omission by you or any failure by you to perform a relevant obligation (Your Non-Performance):

(a)       we may, without limiting our other rights and remedies, suspend performance of the services until you remedy Your Non-Performance and rely on Your Non-Performance to relieve us from the performance of any of our obligations to the extent that Your Non-Performance prevents or delays our performance;

(b)       we will not be liable for any cost or losses sustained or incurred by you arising indirectly or directly from any such delay or failure; and

(c)       you will reimburse us on demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Non-Performance.

5.6              We warrant that the services will be provided using reasonable skill and care.  In the event of any breach of this warranty, we will, at our discretion, refund the price of the services or re-perform the services to your reasonable satisfaction.  If we refund the price of the services or re-perform them to your reasonable satisfaction then, subject to clause 14.1, this will be your only remedy for breach of the warranty set out in this clause 5.6.

6                  Risk

6.1              The goods are at your risk from the time of delivery.

6.2              Delivery takes place either:

6.2.1          on completion of loading of the goods at our premises (if you are collecting them or arranging carriage); or

6.2.2          once the goods are unloaded at your premises or address specified by you (if we have agreed in writing to deliver the goods to such address).

6.3              You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within three working days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods without which no refund or replacement goods will be given.

7                  Payment terms

7.1              You are to pay us in cash or in cleared funds for our goods on or prior to delivery, unless you have an approved credit account.

7.2              If you have an approved credit account, payment for the goods is due no later than end of month following the month of our invoice unless otherwise agreed in writing.

7.3              Payment for the services will be in instalments and on the dates set out in our quotation.

7.4              If and to the extent that:

7.4.1          the contract between us is a construction contract for the purposes of the Housing Grants, Construction and Regeneration Act 1996 (the Act); and

7.4.2          the contract fails adequately to provide for such matters in respect of payment as the Act requires the contract to make provision (including without limitation the amount of the stage payments to which we are entitled and the date for payment) then the relevant provisions of The Scheme for Construction Contracts (England and Wales) Regulations 1998 will apply in respect of those matters.

7.5              If you fail to pay us any amount due to us in full on the due date we may:

7.5.1          suspend or cancel future deliveries;

7.5.2          cancel any discount offered to you;

7.5.3          suspend performance of the services;

7.5.4          charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;

(a)       calculated (on a daily basis) from the date of our invoice until payment;

(b)       compounded on the first day of each month; and

(c)       accruing before and after any judgment (unless a court orders otherwise);

7.5.5          claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs;

7.5.6          recover (under clause 7.9) the cost of taking legal action to make you pay.

7.6              If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.

7.7              You do not have the right to set off any money you may claim from us against anything you may owe us.

7.8              While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien) and a right to sell it and keep the proceeds if, in our reasonable opinion, we are unlikely to be paid.

7.9              You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) resulting (directly or indirectly) from any breach by you of any of your obligations under these terms.

8                  Payment disputes and Debit Notes

8.1              If you operate a debit note system, debit notes will only be accepted by us if raised in respect of the following matters: incorrect goods supplied, pricing discrepancies, delivery shortages, delivery, damaged goods, faulty goods and/or cancellation.

8.2              All requests to return goods to us must be agreed in writing by us before any debit note is raised by you.

8.3              Debit notes will only be accepted by us if:

8.3.1          they include details of our invoice to which they relate;

8.3.2          they are received by us within 7 days of the date on which the invoice is due for payment by you;

8.3.3          they are notified to us on the day that they are raised; and

8.3.4          they relate to the value of goods in dispute and not the value of the whole invoice (except where the value of the whole invoice is in dispute).

8.4              In no circumstances will debit notes be accepted by us in relation to invoices which have either been subject to a prompt payment discount or which are the subject of a dispute raised by you more than 5 days after the date on which the invoice is due for payment.

9                  Samples

9.1              Unless otherwise expressly agreed between us samples submitted with our quotation or at your request must be returned within 90 days of receipt and we shall be entitled to charge for them at our standard price if they are not so returned.

10               Storage

10.1           If we do not receive forwarding instructions sufficient to enable us to despatch the goods within 14 days after notification that the goods are ready for delivery or that they have been tested you will take delivery or arrange for storage. If you do not take delivery or arrange for storage, we shall be entitled to invoice and be paid for the goods as though the goods had been delivered. We may arrange storage either at our own works or elsewhere on your behalf and all charges incurred by us as a result of such delay including storage and insurance shall be payable by you.

11               Performance

11.1           Any data, technical information or performance figures provided by us are based on tests performed under standard conditions at our premises. They are believed to be accurate but cannot be guaranteed under different conditions.

11.2           Our goods are carefully inspected, and, where practicable submitted to standard tests at our works before despatch. If tests other than those specified or tests in the presence of you or your representatives are required, these will be charged for. In the event of any delay on your part in attending tests after you have received 7 days notice that we are ready to perform the tests, the tests will proceed in your absence. You agree to accept the results of and pay for such tests as if they had been performed in your presence.

12               Title

12.1           Until you pay all debts you may owe us:

12.1.1       all goods supplied by us remain our property;

12.1.2       you must store them so that they are clearly identifiable as our property;

12.1.3       you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;

12.1.4       you may use those goods and sell them in the ordinary course of your business, but not if:

(a)       we revoke that right (by informing you in writing) any time after the due date for payment has passed; or

(b)       you become subject to one of the events described in clause19.3.2.

12.2           You must inform us (in writing) immediately if you become insolvent.

12.3           If your right to use and sell the goods ends you must allow us to remove the goods.

12.4           We have your permission to enter any premises where the goods may be stored:

12.4.1       at any time, to inspect them; and

12.4.2       after your right to use and sell them has ended, to remove them, using reasonable force if necessary.

12.5           Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.

12.6           You are not our agent. You have no authority to make any contract on our behalf or in our name.

13               Warranties in respect of goods

13.1           We warrant that:

13.1.1       the goods comply with their description on our acknowledgement of order form; and

13.1.2       subject to the provisions of clauses 13.3 to 13.8 (inclusive) all goods apart from those specified at clause 13.1.3 will remain free from material defect within the period of 60 calendar months after the point at which they are dispatched from our premises; and

13.1.3       consumable components including batteries, fluorescent and discharge lamps will be free from material defect at the point at which they are dispatched from our premises; and

13.1.4       the Services will not need rectification of them for a period of 12 months from their completion.

13.2           We do not warrant that the goods are fit for any particular purpose.

13.3           If you believe that we have delivered goods which are defective in material or workmanship, you must:

13.3.1       inform us (in writing), with full details