Terms & Conditions
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In these conditions:
“Acceptance of Order” means an acceptance by the Company of an order for Goods from the Purchaser.
“Purchaser” means the person, firm or company who or which accepts a Quotation of the Company for the sale of Goods or whose order for Goods is accepted by the Company.
“Conditions” means the terms and conditions of sale set out in this document.
“Contract” means the contract made between the Company and the Purchaser for the purchase and sale of Goods.
“Goods” means the Goods (including any instalment of the Goods or any parts therefore), which the Company is to supply to the Purchaser in accordance with these Conditions.
“Company” means BB Lighting registered in England under number 9212731, whose registered office is Unit 10 & 11, Lime Tree Business Park, Lime Tree Road, Matlock, Derbyshire, DE4 3EJ, UK.
“Invoice” means an invoice issued by the Company to a Purchaser for Goods.
“Quotation” means a quotation made by the Company for Goods to be supplied by the Company to the Purchaser.
BASIS OF CONTRACT
These Conditions apply to exclusion of any other terms that the Purchaser seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
An Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these terms and conditions. The Purchaser is responsible for ensuring that the terms of the Order and any applicable specification submitted are complete and accurate.
An Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
A Quotation for the Goods given by the Company shall not constitute an offer. Following the acceptance by the Purchaser of a Quotation the Company shall issue a written confirmation of the Contract, at which point the Contract shall come into existence. [A Quotation shall only be valid for a period of 20 Business Days from its date of issue.]
The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company, which is not set out in the Contract.
Unless otherwise agreed in writing by the Company, full payment for Goods is due from the Purchaser strictly within 30 days from the end of the month following the date of the respective Invoice.
The Purchaser shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Purchaser shall not be entitled to assert any credit, set-off or counterclaim, against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time without limiting any other rights or remedies it may have, set-off any amount owing to it by the Purchaser against any amount payable by the Company to the Purchaser.
If the Purchaser fails to make any payment due to the Company under the Contract by the due date for payment (“Due Date”) then the Purchaser shall pay interest on the overdue amount at the rate of 8% per annum above the base rate of The Bank of England from time to time, such interest to accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Purchaser shall pay the interest together with the overdue amount.
The Company may (in its absolute discretion), having informed the Purchaser that ordered Goods are ready for dispatch, refrain from delivering such Goods until such time as the Purchaser tenders to the Company full payment therefore together with any outstanding monies which may be due to the Company on any account whatsoever.
In the event that the Company is unable to acquire credit insurance for orders placed on the Company by the Purchaser, any and all orders for Goods from the Purchaser shall either be paid for in full in advance of the manufacture, delivery or agreed payment terms (whichever is appropriate) of the Goods, or the director(s) or proprietor(s) of the Purchaser shall by agreeing to these Conditions individually and/or severally personally guarantee payment of all monies owed or to be owed to the Company by the Purchaser.
Unless otherwise agreed in writing by the Company, all prices stated in the Contract are those ruling at the date of Quotation or Acceptance of Order by way of an order acknowledgment and will be subject to adjustment to the prices ruling at date of dispatch to accommodate variations in exchange rates in excess of 5%. Prices shown do not include Value Added Tax, which will be shown on invoices as a separate charge at the appropriate rate. All Invoiced price discrepancies must be notified by the Purchaser to the Company within 10 working days of the date of the Invoice.
Carriage will be arranged and paid for by the Company on all orders over £500.00 nett invoice value to UK mainland destinations. Payment for carriage on all orders of value £500.00 or less will be met by the Purchaser. Whilst the Company will endeavour to maintain delivery dates, time of delivery shall not be of the essence and the Company will not be liable for any consequential costs or damages for late delivery. The risk in the Goods shall pass to the Purchaser on completion of delivery.
Any shortfall in quantity of or damage to Goods supplied by the Company to the Purchaser shall be notified to the Company in writing within four working days of receipt of the consignment of such Goods or any part thereof. No claims in relation to shortfalls in quantity or non delivery of Goods will be entertained by the Company after a period of 4 working days following delivery of a consignment of Goods to the Purchaser.
RETURN OF GOODS
Goods correctly supplied by the Company to the Purchaser shall not be returned to the Company unless the Company has previously agreed to such return in writing. Any such Goods returned must be consigned carriage paid and accompanied by a packaging note stating the Company’s invoice number and date thereof together with the reason for return. In such circumstances the Company shall be entitled to impose on the Purchaser a restocking charge. If the Goods of a consignment (or any of them) are to be returned and are subsequently lost in transit the Company will only issue a credit to the Purchaser if it can be conclusively proved that the Company or its agents removed the Goods from the Purchaser’s premises.
Faulty Goods shall neither be returned nor destroyed without the Company’s prior authorisation in writing. Before any such authorisation can be given the Purchaser shall provide for the Company the relevant batch numbers for each of the Goods to be returned or destroyed to enable the Company to establish purchase dates and other relevant details of such Goods. Goods authorised to be returned must be carriage paid by the Purchaser and must be accompanied by a packaging note stating the quantity of such Goods and the Company’s product part number.
For Goods that are authorised to be destroyed the Purchaser shall provide the Company with confirmation that the goods have been destroyed. The Company shall provide no credit for Goods returned or destroyed outside the Company’s guarantee period. Should Goods be returned which have not been supplied by the Company, the Company will notify the Purchaser and will keep such Goods for a period not exceeding two months and will dispose of such Goods thereafter unless instructed otherwise by the Purchaser and subject to the Company agreeing in writing to keep such Goods for an extended period.
Samples supplied to the Purchaser shall be subject to these Conditions and paid for by the Purchaser. The cost of any such samples will be credited to the Purchaser when returned to the Company in good conditions.
If the Company does not receive forwarding instructions from the Purchaser to enable dispatch of ordered Goods within three days after notification that the delivery is ready for dispatch, the Purchaser shall thereupon take delivery or arrange for storage of such Goods. If the Purchaser does not take delivery or arrange storage of the Goods, the Company shall be entitled to invoice the Purchaser for the Goods and to be paid therefore as though the Goods had been duly delivered in accordance with these Conditions and the Company shall be entitled to arrange storage either at the Company’s own works or elsewhere on the Purchaser’s behalf and all charges incurred by the Company as a result of such a delay including storage shall be payable by the Purchaser.
ORDERS AND SPECIFICATIONS
If the Goods are to be manufactured on behalf of the Company, or if any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify the Company against any and all losses, damages, costs and other expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the use of the Purchaser’s specification. The Purchaser shall be responsible for the conduct of any claim made against the Company under this clause and the Company shall not incur any expense in relation thereto without the prior consent of the Purchaser provided that the Company is satisfied with the Purchaser’s conduct of any such claim. The Company reserves the right to make any change in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quantity or performance. No order which has been accepted by the Purchaser may be cancelled by the Purchaser except with the agreement in writing of the Company and on terms that provide that the Purchaser shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
The Purchaser shall rely on its own skill and judgment as to the suitability of all Goods offered and supplied for any particular purpose or for use under any specific condition. In the event of any Goods supplied providing defective in material or workmanship within a twelve month period following delivery thereof, the Company shall replace or repair such Goods at its own expense. Defective goods shall be returned to the Company should the Company so request.
Nothing in these Conditions shall limit or exclude the Company’s liability for;
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- defective products under the Consumer Protection Act 1987;
- or any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
The Company shall not be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract. The Company’s total liability to the Purchaser in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the cost of repair or replacement of the Goods.
DESIGN, DRAWINGS ETC
All descriptions and illustrations and particulars of weights and dimensions issued by the Company in catalogues, price lists, advertising matter and forwarding specifications are by the way of general descriptions and approximate only, and shall not form part of any contact or give rise to any liability of the part of the Company. It is the policy of the Company to endeavour to develop and improve its products, and accordingly the Company reserves the right to change all specifications without prior notification provided that nothing in this Clause shall oblige the Purchaser to accept goods, which do not reasonably comply with its purchase order.
RETENTION OF TITLE
Ownership of the Goods shall not pass to the Purchaser until the Company has received in full all sums due to it in respect of the Goods; and all other sums which are or which become due to the Company from the Purchaser on any account.
Until ownership of the goods has passed to the Purchaser, the Purchaser shall:
- hold the Goods on a fiduciary basis on behalf of the Company;
- store the Goods (at no cost to the Company) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Company’s property;
- not destroy, deface or obscure any identifying mark or package on or relating to the Goods; and maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Purchaser shall provide the Company with a copy of the policy of insurance. The Purchaser may resell Goods supplied on open credit terms before ownership has passed to it but on the following conditions:
- any sale shall be effected in the ordinary course of the Purchaser’s business at full market value; and
- any such sale shall be a sale of the Company’s property on the Purchaser’s behalf and the Purchaser shall deal as principal when making such a sale.
The Purchaser’s right to possession of the Goods shall terminate immediately if the Purchaser encumbers or in any way changes any of the Goods. The Company shall be entitled to recover Goods if payments therefore have not been made under agreed credit terms. The Purchaser shall grant to the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them. On termination of the Contract, howsoever caused, the Company’s (but not the Purchaser’s) rights contained in this Clause shall remain in force.
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be invalid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
THIRD PARTY RIGHTS
A person who is not a party to the Contract shall not have rights under or in connection with LAW This Agreement shall be governed by and interpreted in accordance with English law.