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Illuma Lighting – a division of Searchlight Electric Ltd – Conditions of Sale

1 Interpretation

1.1 In these conditions:
'Buyer' means the person, firm or company who purchases Goods from the Company;
'Company' means Illuma operating as a division of Searchlight Electric Limited of Sidney House, 900 Oldham Road, Manchester, M40 2BS;
'Contract' means the contract between the Buyer and the Company for the sale and purchase of the Goods;
'Goods' means the goods (including any instalment of the goods or any parts for them) which the company is to supply in accordance with these Conditions.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that
provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2 Basis of Sale

2.1 The Company shall sell and the Buyer shall purchase the Goods in accordance with these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions which the Buyer purports to apply, impose or incorporate under any purchase order, confirmation of order, specification or other document, or which may be implied by trade, custom, practice or course of dealing.

2.2 No variation to these Conditions shall be binding unless agreed in writing and signed by a director of the Company.

2.3 The Company's employees or agents are not authorised to make any representations concerning the Goods unless confi rmed in writing by a director of the Company. In entering into the Contract the Buyer acknowledges that it does not rely on any representations which are not so confirmed.

2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to
correction without any liability on the part of the Company.

2.5 Goods supplied may vary in detail from the illustrations, drawings, measurements and descriptions set
out in the Company’s sales literature, which are approximate and for guidance only and will not form part of the Contract. Colour finishes will be maintained as accurately as possible but matching cannot be guaranteed. All terminology used in the Company's sales literature is, subject to these Conditions, that as understood by general usage in the trade.

3 Orders

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Company unless and until
confirmed in writing by the Company's authorised representative or (if earlier) the Company delivers the Goods to the Buyer.

3.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order
submitted by the Buyer, and for giving the Company any necessary information relating to the Goods
within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.3 No order which has been accepted by the Company may be cancelled by the Buyer except with the
agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including, without limitation, 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 such cancellation.

3.4 No Goods may be returned to the Company without the Company's prior written consent and must be
returned in their original packaging to ensure no damage is sustained during transit. The Buyer shall be liable for the cost of returning the Goods and for any damage to the Goods prior to receipt by the Company of such returned goods.

3.5 Any returns are subject to Illuma's Return of Goods Policy and copies are available on request.

3.6 A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 20 business days from its date of issue unless stated otherwise.

4 Price Of Goods

4.1 Unless otherwise agreed by the Company, the price of the Goods shall be the price listed in the company's published price list current at the date of despatch of the Goods. All prices quoted by the company's sales representatives shall be subject to verifi cation by the Company's Head Office.

4.2 Unless otherwise agreed in writing between the Buyer and the Company, all prices are given by the Company on an ex-works basis, and where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Buyer shall be liable to pay the Company's charges for transport and packaging.

4.3 Carriage and packaging shall be free for delivery within the UK mainland on orders over the Company's minimum carriage paid order value as published by the Company from time to time. Where the order is below such minimum carriage paid order value, the Company reserves the right in its sole discretion to make a reasonable charge to the Buyer in respect of carriage and packing which shall be paid by the Buyer at the time of payment for the relevant Goods.

4.4 The price of the Goods is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.

5 Terms of Payment

5.1 The Buyer shall pay the price of the Goods (together with any applicable VAT) before the end of the
month following the date of the Company's invoice, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.

5.2 The time of payment of the price of the Goods shall be of the essence of the Contract.

5.3 No payment shall be deemed to have been received until the Company has received cleared funds.

5.4 All payments payable to the Company under the Contract (whether or not then due and payable) shall become due immediately upon termination of the Contract notwithstanding any other provision.

5.5 The Buyer shall make all payments due under the Contract without any deduction, whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Buyer has a valid court order querying an amount equal to such deduction to be paid by the Company to the Buyer.

5.6 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

5.6.1 cancel the Contract or suspend any further deliveries to the Buyer;

5.6.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Company), as the Company may think fit (not with standing any purported appropriation by the Buyer);

5.6.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 1.5 per cent per annum above the base lending rate from time to time of Barclays Bank plc accruing on a daily basis from the due date for payment until payment in full is made or claim interest from the Buyer under the Late Payment of Commercial Debts (Interest) Act 1998; and

5.6.4 recover from the Buyer the price of any goods delivered to the Buyer notwithstanding that the payment for such goods has not yet become due.

5.7 All costs, charges and expenses incurred by the Company in recovering any debt due by the Buyer shall be paid by the Buyer on a full indemnity basis.

6 Delivery

6.1 Delivery of the Goods shall be made, either by the Buyer collecting the Goods at the Company’s premises at any time after the Company has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.

6.2 Any dates quoted for delivery of the Goods are approximate only. Time for delivery shall not be of the essence of the Contract. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (as defined in condition 8.10 below) or the Buyer’s failure to provide the
Company with adequate deliver instructions or any other instructions that are relevant to the supply of the Goods.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Company, the Company may:

6.4.1 store the Goods until actual delivery and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); or

6.4.2 sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the price under the Contract.

6.5 If the Goods are not checked by the Buyer on receipt, they must be signed for “Unexamined”.

7 Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery
or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company tenders delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds all sums due to it in respect of:

7.2.1 the Goods, and

7.2.2 all other goods agreed to be sold by the Company to the Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall:

7.3.1 hold the Goods as the Company's fiduciary agent and bailee;

7.3.2 keep the Goods separate from those of the Buyer and third parties;

7.3.3 keep the Goods properly stored, protected and identifi ed as the Company's property;

7.3.4 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.3.5 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

7.3.6 notify the Company immediately if it becomes subject to any of the events listed in clause 9.1.1 to 9.1.4; and

7.3.7 give the Company such information relating to the Goods as the Company may require from time to time, but the Company may resell or use the Goods in the ordinary course of its business.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

8 Warranties and Liabilities

8.1 Subject to the other provisions of these Conditions, the Company warrants that the Goods will upon delivery be of satisfactory quality and fit for the purpose for which they are intended to be used within the meaning of the Sale of Goods Act 1979 (as amended). Any Illuma product* found to be faulty in materials or workmanship within 5 years of purchase will be repaired or replaced without charge at the Company's option. Illuma's obligation under this Warranty shall not extend beyond the original warranty period or cost of the product and accordingly any consequential damages arising out of product defects are expressly excluded. This warranty shall not apply to products that have been badly stored or incorrectly installed, or to products which have been altered or repaired outside Illuma’s factory.
*This Warranty will only apply to Illuma products and excludes third party products and consumables such as batteries and lamps.

8.2 The above warranty does not extend to Goods or parts or materials not manufactured by the Company, in respect of which the Company shall endeavour to transfer to the Buyer the benefit of any warranty or
guarantee given by the manufacturer to the Company.

8.2.1 The Company will not assume responsibility for corrosion or any other resulting damage to the Goods where they are installed in areas in which fertilizers or salt are present, either in the air or in the soil, or where the Goods are installed near to chemical plants, etc. with emissions of heavily polluted air, including without limitation, installation within 10 miles of any coastline.

8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or a shortage of Goods shall (whether or not delivery is refused by the Buyer) be notified to the Company and (if the defect is as a result of damage or loss in transit) the carrier of the Goods within three days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.4 The Company shall not be liable for a breach of the warranty in clause 8.1 if the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, use or
maintenance of the Goods or (if there are none) good trade practice or if the Buyer alters or repairs the Goods or makes any further use of the Goods without the written consent of the Company.

8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods is notified to the Company in accordance with these Conditions, the Company shall be
entitled to replace the Goods (or the part in question) free of charge or refund to the Buyer the price of the
Goods (or a proportionate part of the price), but the Company shall have no further liability to the Buyer.

8.6 The Company shall not be liable for non-delivery of Goods unless written notice is given to the Company
within ten days of the date of the Company's invoice. Any liability of the Company for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

8.7 All warranties, conditions or other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

8.8 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent representation.

8.9 Subject to conditions 8.7 and 8.8:

8.9.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with performance or contemplated performance of the Contract shall be limited to the price of the Goods; and

8.9.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depreciation of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

8.10 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of
any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control including, but without prejudice to the generality of the foregoing, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employeesof the Company or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery ("Force Majeure Event").

9 Insolvency of Buyer

9.1 If:

9.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or fi rm)
becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4 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; 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 deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10 Export Terms

10.1 Where the Goods are supplied for export from the United Kingdom, the conditions of this clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Company) apply notwithstanding any other provisions of these Conditions.

10.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon. Payment of all amounts due to the Company shall be made as agreed in writing by the Buyer and the Company before delivery and in the absence of such agreement payment shall be made pro forma.

11 Intellectual Property

11.1 The Buyer acknowledges that the Company (or its licensor) is the owner of all patents, copyright, registered and unregistered designs, trademarks, and/or other industrial or intellectual property rights subsisting in respect of the Goods, their packaging and all and any other materials supplied in connection with the Goods, and any applications for any of the foregoing ("Intellectual Property") and the Buyer recognises and agrees that such Intellectual Property shall remain at all times vested in the Company (or its
licensors) unless otherwise agreed by the Company in writing.

11.2 The Buyer cannot and shall not authorise any third party to, copy, alter, make any modifications to or otherwise tamper with the Goods, their packaging and/or any materials supplied by the Company in connection with the Goods.

11.3 The Buyer shall not, and shall not authorise any third party to, do any act which would or might invalidate or be inconsistent with any Intellectual Property and shall not omit or authorise any third party to omit to do any act which by its omission would have that effect.

12 Compliance with Relevant Requirements

12.1 The Buyer shall:

12.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010;

12.1.2 not engage in any activity, practice or conduct outside of the United Kingdom which would constitute an offence under sections 1,2 or 6 of the Bribery Act 2010 if such activity, practice or conduct was carried out in the United Kingdom;

12.1.3 promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Buyer in connection with the performance of the Contract.

13 General

13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered offi ce or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

13.2 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

13.4 A person who is not a party to the Contract shall have no right to enforce any term of the Contract by virtue of the Contract (Rights of third Parties) Act 1999.

14 Disputes

14.1 If any dispute arises in connection with the Contract, the directors or other senior representatives of the parties with authority to settle the dispute will, within 14 days of receipt of a written notice from one party to the other identifying the nature and details of the dispute, meet or enter into discussions in a good faith effort to resolve the dispute.

14.2 No party may commence any court proceedings in relation to any dispute arising out of the Contract, unless and until it has attempted to settle the dispute in accordance with condition 14.1 and the relevant meeting or discussions have terminated or the other party has failed to participate in the meeting or discussions, provided that the right to issue proceedings is not prejudiced by a delay.

15 Governing Law and Jurisdiction

15.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and, subject to condition 14, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.