1. GENERAL TERMS
   1. Acceptance of an order will be deemed to bind the Buyer to the following Terms and Conditions and no goods shall be supplied by Compact Lighting Limited, it’s employees, agents or representatives, except in accordance therein. In the case of any conflict between these conditions and those of the Buyer, THESE CONDITIONS WILL PREVAIL.
   2. These conditions supersede any earlier sets of conditions appearing in sales brochures of Compact Lighting Limited or elsewhere.
   3. No variation of any of these conditions in any document of the Buyer is applicable unless accepted in writing by Compact Lighting Limited and signed on its behalf.
2. VALIDITY OF QUOTATIONS AND TENDERS
   1. The Company reserves the right to refuse to accept the Buyer’s acceptance of a quotation, unless such quotation is stated to be open for a specific period (not exceeding twenty eight days) and is not withdrawn in such period. No binding contract shall be created by the acceptance by the Buyer of the Company’s quotation until notice of acceptance of the order has been given in writing by the Company or the Company has indicated it’s acceptance of the offer by making delivery or part delivery of the goods. In the event that no quotation is given by the Company and it has received an order from the Buyer, all deliveries are made subject to these General Conditions of Sale.
3. ORDERS
   1. All orders made orally must be confirmed in writing by the Buyer prior to despatch of the goods by Compact Lighting Limited and any order ready for despatch will be withheld until such written confirmation is received.
4. PRICE
   1. For within United Kingdom
      Unless otherwise agreed in writing all orders are executed subject to prices any relevant discounts ruling at the date of despatch and any price list of the Company whether published or not shall not effect the right of the Company to charge for goods in accordance with this clause. All prices relate to a specific quantity of goods as indicated in our current price lists or quotations all prices are exclusive of carriage which will be charged as a flat rate extra (See note 8 below). All prices are subject to the addition of Value Added Tax at the appropriate rate.
   2. For outside the United Kingdom (in addition to the above) Unless other wise specified, all prices are quoted, all orders accepted and all invoices rendered at F.O.B. United Kingdom Port. The Company shall not be required to give the Buyer, the notice relating to insurance mentioned in Section 32 (3) of the Sale of Goods Act 1979.
5. PAYMENTS
   1. Unless otherwise agreed in writing, payment is due in full on delivery of the goods.
   2. Where the contract is to be or may be fulfilled in separate instalments, deliveries or parts, payments for each instalment, delivery or part shall be made as if the same constituted a separate payment.
   3. Without prejudice to any other rights it may have the Company is entitled to charge interest at 2% above the current base rate of Lloyds Bank Plc on overdue payments of the price of the goods or the price of any instalment or partial delivery thereof. If the Company has exercised its discretion under Clause 5 (a) then it may (in its absolute discretion) waive its right to interest for a period of 30 days after delivery.
   4. No other payment terms will be allowed unless specifically and mutually agreed otherwise, on each separate order.
   5. Responsibility for payment shall devolve absolutely on the person or Company in whose name the Acknowledgement of Order is made out.
   6. If the Buyer fails to make any payment when due in accordance with these General Conditions of Sale, the Company reserves the right in it’s absolute discretion and without prejudice to any of it’s other rights or remedies to suspend all further deliveries until such payment has been made in full or, the Company’s option, to cancel the balance of the order. In either case, the Company shall hold the Buyer liable for costs incurred in respect of goods in course of manufacture or ready for despatch.
   7. The Company shall be entitled to bring an action for the price or part thereof whether or not the property in the goods has passed.
6. CREDIT
   1. Any contract shall be subject to the Company being satisfied as to the Buyer’s credit references and without prejudice to the generality of the foregoing, the Company may (in it’s absolute discretion), having informed the Buyer that the goods are ready for despatch, refrain from delivering the goods until such time as the Buyer tenders the purchase money to the Company, together with any outstanding amounts which may be due to the Company on any account whatsoever.
   2. The Company reserves the right to withhold the supply of goods which have been accepted on order in those instances where there is reason to believe that payment for the goods would not be forthcoming within these terms of trading if goods were supplied.
   3. In the event of a credit account being granted by Compact Lighting Limited to a Buyer all amount outstanding under the said account must be paid by the Buyer at the end of each and every calendar month. Failure by the Buyer to comply strictly with the provisions of this clause will entitle Compact Lighting Limited at it’s option to cancel any credit account and to forfeit any discount granted to the Buyer in respect of goods supplied for which payment has not been made in compliance with this clause.
7. PASSING OF PROPERTY AND RISK
   1. The property of the goods shall not pass to the Buyer until payment for the goods has been made in full.
   2. If the Buyer shall in the ordinary course of its business but before payment in full has been made, sell the goods or other products into which the goods have been incorporated then the Buyer shall hold the proceeds of sale on trust for Compact Lighting Limited, and Compact Lighting Limited shall be entitled to trace the proceeds of sale or to trace the goods into such items.
   3. In the event of non-payment by the Buyer by the due date Compact Lighting Limited shall be entitled in addition to all other rights to enter any premises where the goods may be and recover possession of them.
   4. Until the date of payment the Buyer is required to store the goods in such a way that is clearly the property of Compact Lighting Limited.
   5. In addition to any right of lien to which Compact Lighting Limited may by law be entitled Compact Lighting Limited shall (in the event of the Buyer’s insolvency) be entitled to a general lien on all goods of the Buyer in the possession of Compact Lighting Limited (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Buyer by Compact Lighting Limited under the same or any other contract.
   6. Unless otherwise agreed in writing all contracts shall be subject to English law.
8. CARRIAGE
   1. Where the value of an order exceeds £500 the cost of delivery of the goods to the Buyer’s premises within the mainland United Kingdom and the Channel Isles, shall be included in the contract price.
   2. In all other cases, the prices are exclusive of carriage, which will be charged at a net amount as notified at the time of ordering for a ‘next day’ delivery, and insurance to the Buyer’s premises.
   3. The Company reserves the right to choose the method of transport.
   4. The Company reserves the right to amend the rates shown above at its discretion.
   5. Note:
      The charge for delivery will be made even where the Company is requested to deliver to a third party on behalf of the customer at his request. By prior arrangement with the Company’s office, goods collection facilities can be afforded at Portsmouth. Where a special or alternative form of delivery is requested, then an additional cost will be charged. Liability for damages or losses in transit by a third party will be the responsibility of the Buyer.
9. SPECIFICATION
   1. All illustrations, specifications and other details contained in advertising brochures provided by Compact Lighting Limited, their employees, agents or representatives are for information purposes only and form no part of the Terms and Conditions of Sale.
10. PERFORMANCE
    1. Any data technical information or performance figures provided by the Company are based on tests performed under standard conditions at the Company’s premises. They are believed to be accurate but cannot be guaranteed under different conditions.
11. PACKING
    1. Where it is necessary to despatch goods in crates, cases, pallets, stillages or skids or other such packing, a charge will be made for this. Unless otherwise specified, this amount will be credited in full on return, within one month, such crates, cases, skids, stillages and pallets, etc, in good condition, carriage paid. No charge is made for any other form of packaging and no credit will be allowed for it’s return. Where a special or alternative form of packing is requested, then the additional cost will be charged.
12. LOSS OR DAMAGE
    1. For within United Kingdom
    1. When the price quoted includes delivery, the Company shall repair or replace free of charge, goods damaged in transit, or not delivered in accordance with the Advice Note, provided that the Company is given written notification of such damage, or non-delivery within such time (being not more than two working days) as will enable the Company to comply with the carrier’s conditions of carriage, as affecting loss or damage in transit.
    2. In all cases, any rectification work where applicable, will only be undertaken by the Company’s own engineers and under no circumstances will charges be accepted from a third party.
    3. Notwithstanding the above undertaking, the Company will only consider claims for alleged shortage if they are received within two working days of the receipt of the goods by the Buyer, together with sufficient information to enable the Company properly to identify the shortage including the Advice Note number, where appropriate, case number and conditions of case etc.
    4. For outside the United Kingdom (in addition to the above)
    4. The Company shall not be liable for loss of damage to the goods beyond the point of shipment by the Company, unless such loss is due to faulty packing.
13. SAMPLES
    1. Unless otherwise expressly agreed between the parties samples submitted with the Company’s quotation or at the Buyer’s request must be returned within ninety days of receipt and the Company shall be entitled to charge for them if they are not so returned.
14. DELIVERY
    1. All times or dates for delivery of the goods are given in good faith but are approximate only and shall not be of the essence of the contract.
    2. All times or dates for delivery shall be calculated from the date of acceptance by the Company of the order of the Buyer, or from the date of receipt by the Company from the Buyer of all information, instructions and drawings as shall be necessary to enable the Company to carry out the order, whichever shall be the later.
    3. Unless otherwise stated in writing, the Company shall be entitled to make partial deliveries of the goods.
    4. THE COMPANY SHALL NOT BE LIABLE IN ANY WAY WHATSOEVER FOR THE CONSEQUENCES OF ANY DELAY IN DELIVERY OR IN THE CARRYING OUT OF ANY WORK UNDER THE CONTRACT.
    5. Deliveries Against Order Schedules
    5. As order is accepted as intention to purchase and goods will be made only on a monthly production basis against firm delivery schedules. The Company maintain the right to delivery the entire quantity of goods made against a schedule in our possession.
    6. Orders on non-standard items (included specially branded units) will be delivered to within 5% or order quantity and can only be accepted on the condition that in the event, of non-delivery due to cancellation or alteration of specifications, full liability for any work in progress/ materials/finished work and unrecovered tool costs will be chargeable.
    7. While the Company shall do their best to deliver to the date required, we cannot undertake to effect delivery on a specific date and time of day.
15. WARRANTY
    1. The Company will make good by repair, or at the Company’s option, by the supply of a replacement, defects which, under storage and use appear in the goods within the period of twelve calendar months after the goods have been delivered and arise solely from faulty design (other than design made or furnished by the Buyer) materials or workmanship.
    2. The warranty given in this Clause is subject to the following
       1. That the Buyer shall have followed all instructions issued by the Company in relation to the goods.
       2. That in the case of any other defects which would have been reasonably apparent to the Buyer on reasonable examination of the goods on delivery, the Buyer shall notify the Company of the defects in writing within fourteen working days of delivery.
       3. That in the case of any other defects, the Buyer shall notify the Company of the defects in writing within seven working days of the date when the defect became apparent.
       4. That where in discharge of its obligations under the Warranty given in this Clause the Company agrees that the Buyer may undertake any repair or remedial work on its behalf, the cost of such work shall be agreed in writing between the Buyer and the Company before the commencement of any such repair or remedial work.
    3. Any remedial work agreed under this Clause will be undertaken solely by engineers of the Company and under no circumstances will any charge be accepted by the Company.
16. RETURN OF GOODS
    1. In no circumstances may goods supplied against a firm order be returned without the Buyer having first applied for and obtained, the written consent of the Company. A 25% handling charge will be deducted from any credit allowed where it is established that the reason for their return was not through any error on the part of the Company.
    2. However, no returns will be accepted against orders correctly delivered.
17. REJECTION
    1. Unless otherwise agreed in writing, goods rejected as not complying with the Contract must be rejected within fourteen working days of the delivery to the consigned address.
18. STORAGE
    1. If the Company does not receive forwarding instructions sufficient to enable it to despatch the goods within fourteen days after notification that the goods are ready for delivery or that they have been tested under Clause 18, the Buyer shall thereupon take delivery or arrange for storage. If the Buyer does Company shall be entitled to invoice and be paid for the goods as though the goods had been duly delivered in accordance with these General Conditions of Sale and the Company may arrange storage either at the Company’s own works or elsewhere on the Buyer’s behalf and all charges for storage, insurance or demurrage shall be payable by the Buyer.
19. INSPECTION AND TESTS
    1. The Company’s products are carefully inspected and, where practicable submitted to its standard tests at the Company’s works before despatch. It tests other than those specified, or tests in the presence of the Buyer or its representatives are required, these will be charged for. In the event of any delay on the Buyer’s part in attending tests after the Buyer has received seven days notice that the Company is ready to perform the tests, they will proceed in the Buyer’s absence and the Buyer accordingly agrees herein to accept and pay for such tests as if they has been performed in the Buyer’s presence.
20. DESCRIPTIVE MATTERS AND ILLUSTRATIONS
    1. All descriptive and forwarding specification, drawings and particulars of weights and dimensions issued by the Company are approximate only and are intended only to present a general idea of the goods to which they refer and shall not form part of the contract.
    2. 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 or public announcement pursuant to such policy. Provided that nothing in this Clause shall oblige the Buyer to accept goods which do not reasonably comply with the contract.
21. LIMITS OF CONTRACT
    1. Any quotation includes only such goods, accessories and work as are specified there in.
22. VARIATIONS
    1. The Company shall be under no obligation to alter or vary any part of the contract or any work connected therewith. Any alteration to or addition to or amendment or other variation of the specification, including any increase or decrease in the quantity of the goods or any alteration to any drawings or to the quality, performance, weight or measurements of any goods or any alteration or variation of advised delivery schedules, shall, if requested by the Buyer, be subject to the agreement of the Company, with such alteration or addition to the price and to delivery dates or schedules as may be required by the Company, and shall not be binding upon the Company unless and until accepted by the Company in writing.
    2. In the event of any variation or suspension of the work by the Buyer’s instructions or lack of instructions the Company shall be entitled to adjust the contract price to reflect costs involved, and to adjust delivery dates or schedules.
23. PATENTS
    1. The Buyer will indemnify the Company against all damages, penalties, costs, losses and expenses suffered by the Company or for which it may become liable in respect of the infringement of any intellectual property including (but without limitation) any patent copyright registered design trade mark name or know-how arising out of the Company’s manufacture of goods in accordance with any specification design drawings or other data supplied by the Buyer or its servants or agents.
24. BANKRUPTCY
    1. In the event of the Buyer committing any breach of the contract, of if any distress or execution is levied upon the goods of the buyer or if he offers to make any arrangements with or for the benefit of his creditors, or commits any act of bankruptcy or (being a Limited Company) has a receiver appointed of its undertaking or assets or any part thereof, or (save for the purposes of a reconstruction or amalgamation without insolvency) goes into liquidation, the Company shall thereupon be entitled without prejudice to their other rights, forthwith to suspend all further deliveries until the default has been made good or determine the contract or any unfulfilled part thereof, or at the Company’s option to make partial deliveries.
25. FRUSTRATION
    1. The Company shall be entitled without liability on its part and without prejudice to its other rights, to terminate the contract or any unfulfilled part thereof, or at its option to suspend or make partial deliveries or extend the time or times for delivery, if the manufacture of the goods by the Company of the Company’s suppliers, or the delivery of the goods or the performance by the Company or any of its obligations under the contract is hindered or delayed whether directly or indirectly by reason of the Buyer failing to furnish necessary instructions or information, or by war or other hostilities, civil commotion, Act of God, government action or legislation, interruption of transport, strike, lock-out or other form of industrial action, accidents or stoppages to works, shortage of labour, materials, equipment, fuel or power, breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Company or its sub-contractors, whether or not such cause exists at the date of the order.
26. COPYRIGHT
    1. All drawings, descriptions and other information submitted by the Company shall remain the property of the Company together with the copyright therein.
27. IMPORT AND EXPORT LICENCES
    1. The contract shall be subject to the procurement by the Buyer, at his own expense, of any import licence required for the import of the goods into the country to which the goods are to be despatched from the United Kingdom and to the procurement by the Company at his own expense of any export licence required for the export of the goods from the United Kingdom. Provided that where an order is placed from an address in the United Kingdom, the Buyer shall be responsible for the procurement at his own expense of such export licence.
28. WEEE REGULATIONS
    1. The Customer shall:
       1. be responsible for financing the collection, treatment, recovery and environmentally sound disposal of:
       2. all WEEE (excepting gas discharge lamps) arising or deriving from the Products; and
       3. all WEEE (excepting gas discharge lamps) arising and deriving from products on the market prior to 13 August 2005 where such products are to be replaced by the Products and the Products are of an equivalent type or are fulfilling the same function as that of such products;
       4. comply with all additional obligations placed upon the Customer by the WEEE Regulations by virtue of the Customer accepting the responsibility set out in clause (i); and
       5. provide the Customer’s WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require to enable such operator to satisfy the obligations assumed by it as a result of the Seller’s membership of the operator’s compliance scheme.
    2. The Customer shall be responsible for all costs and expenses arising from and relating to its obligations in clause a). excepting gas discharge lamps in which case a charge will have been levied at the outset and the Customer must contact the compliance scheme of the actual gas discharge lamp branded manufacturer to arrange recycling
    3. Further information in respect of the arrangements set out in clause a). can be found at www.electrolink.eu.com by clicking on the ‘WEEE FINAL USERS’ button and quoting WEEE registration number WEE/J0060TU where prompted.
29. LEGAL CONSTRUCTIONS
    1. All contracts to which these General Conditions of Sale apply shall be governed by and construed in accordance with English law.
30. INSOLVENCY OF BUYER
    1. This clause applies if:-
       1. The Buyer becomes insolvent or makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
       2. An encumbrance takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Buyer; or
       3. The Buyer ceases, or threatens to cease, to carry on business; or
       4. The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
    2. If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further and if the goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any pervious agreement or arrangement to the contrary.
31. ARBITRATION
    1. If at any time any question, dispute or difference whatsoever shall arise between the Buyer and the Company upon or in relation to or in connection with the contract, either party may give the other notice in writing of the existence of such question, dispute or difference, and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within 30 days of receipt of such notice, of some person appointed by the President for the time being of the Institution of Electrical Engineers in Great Britain. A submission to arbitration under this Clause shall be deemed to be a submission to a sole arbitrator pursuant to the Arbitration Act 1950 or any statutory modification or re-enactment thereof. Any such arbitration shall be held in London, England.

Issue 3