Terms & Conditions
ETERNA LIGHTING LIMITED STANDARD TERMS & CONDITIONS OF SALE
In these conditions references to “the Company” are to Eterna Lighting Limited and references to the “Purchaser” are to any person or corporation with whom the Company enters into any contract whether directly or indirectly. All quotations or tenders given and all orders received and accepted are executed on the basis that the Purchaser is bound by these conditions of sale. Where there is any inconsistency between these conditions of sale and any conditions or other terms which the Purchaser seeks to impose, these conditions of sale shall prevail. These conditions supersede any other terms appearing elsewhere and exclude and override any other terms or representations stipulated or incorporated or referred to by the Company whether in the order or in any negotiations or course of dealings established between the Company and the Purchaser. No amendment or variation of these conditions will apply unless confirmed in writing by a director of the Company.
VALIDITY OF QUOTATION
The Company may on the Purchaser’s request provide a written quotation. Unless otherwise agreed in writing, any quotation given is not for a fixed period and the Company reserves the right to adjust any prices quoted to reflect subsequent variations in cost.
DESCRIPTIVE MATTER AND ILLUSTRATIONS
All descriptive and forwarding specifications, drawing and particulars of weight 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.
Any sample submitted with the Company’s quotation or at the Purchaser’s request must be returned within 30 days of receipt and the Purchaser may be charged if not so returned. Notwithstanding that a sample of the goods may have been exhibited to and inspected by the Purchaser, it is hereby agreed that such sample was so exhibited and inspected solely to enable the Purchaser to judge for himself the quality of the bulk and not so as to constitute a sale by sample. The Purchaser shall take the goods at his own risk as to corresponding with the said sample or as to their quality, condition or sufficiency for any purpose.
Unless otherwise agreed in writing, all orders are accepted subject to prices and any relevant discounts applying at the date of delivery and any price list of the Company whether published or not shall not affect the right of the Company to charge for goods in accordance with this clause. All prices are exclusive of Value Added Tax duties and levies which shall be payable by the Purchaser at the applicable rate.
MINIMUM ORDER VALUE AND CARRIAGE CHARGES
The Company reserves the right to levy a handling charge on any orders the total invoice price of which (excluding VAT) is less than the current minimum order value of £150.00 or any such value as may be notified to the Purchaser from time to time.
Unless otherwise specified, the prices quoted for all orders exceeding the minimum order value (excluding VAT) are inclusive of the costs of carriage provided delivery is to be effected within mainland United Kingdom. The Company reserves the right to choose the mode of transport and to charge for deliveries outside mainland United Kingdom, such charges to be for the account of the Purchaser.
Until such time as the company has confirmed credit account facilities in writing, payment is due in full on or before delivery. The Company may at its discretion establish a credit account for the Purchaser. If such an account is established, unless agreed otherwise in writing, payment is due in full within 30 days from the end of the month in which the invoice is dated. The Company may, without prejudice to its other rights, charge interest on overdue accounts at the rate of 4% over the base rate of The Bank of England from time to time to be compounded monthly from due date until payment in full is made both before and after judgement. The Company may also suspend deliveries without notice, of any or all of the Purchaser’s orders or cancel any outstanding orders if any payment from the Purchaser becomes overdue (or upon insolvency or bankruptcy of the Purchaser, and further where (i) a petition is presented for the winding up of either party to the contract, (ii) it has an administrator or liquidator appointed, or (iii) either party makes an arrangement with its creditors) without incurring any costs or other liability as a result of such cancellation. Any portion of an account that becomes overdue will render the whole account overdue. Where the contract provides for separate instalments, deliveries or parts, payment for each instalment, delivery or part shall be made as if the same constituted a separate contract. The Company shall have the right to invoice the Purchaser for a partial delivery of the goods.
For the avoidance of doubt:
There can be no cancellation or return of goods by the Purchaser without the Company’s written consent.
If the Purchaser cancels its order, the Company shall be entitled to recover any loss sustained thereby from it. The Purchase will indemnify the Company in respect of any third party claims arising against the Company by virtue of any act or omission arising out of the Company’s repudiation of the contract or suspension or cancellation of deliveries under this clause.
Title to the goods shall remain the property of the Company until the Company has received all payments which are owing to it by the Purchaser under any account whatsoever. While the goods are the property of the Company, the Purchaser shall hold them as bailee on behalf of the Company and shall keep the goods safe, insured, separate and identifiable from all other goods in its possession. If the Purchaser sells the goods before payment in full has been made and if the Company so requires, the Purchaser shall hand over to the Company all claims for payment against any sub-purchaser.
So long as the property in any goods remains in the Company, the Company shall have the right, without prejudice to the obligation of the Purchaser to make payment in full of any sums outstanding on any account, to take re-possession of the goods and for that purpose the Purchaser hereby irrevocably authorises the Company to recover the goods and to go upon any premises of the Purchaser for that purpose.
The Company may maintain an action for the price of the goods notwithstanding that property in the goods may not have passed to the Purchaser.
LOSS OR DAMAGE IN TRANSIT
The Company will not be liable for any loss or damage or shortage during delivery or non delivery unless the Purchaser shall notify the Company in writing within three working days in the event of loss, damage or shortage or within four days of the date of invoice if the goods are not received.
The Company places various types of Electrical and Electronic Equipment (EEE) on the market in the UK. EEE is subject to waste regulation under the Waste Electrical and Electronic Equipment Regulations 2006 (as amended) and should be disposed of responsibly and prioritised for re-use and/or recycling when it becomes waste (WEEE). Purchasers may dispose of their WEEE free of charge locally at Designated Collection Facilities (DCFs). Details of your local DCF can be found at: www.recyclenow.com. The Company is obliged to take back, free of charge and within a reasonable time, WEEE from a Purchaser on a like-for-like basis for treatment and recycling. The Company is required to do this in any calendar year in which new EEE has been purchased by the Purchaser. In certain circumstances, this may include WEEE not originally supplied by the Company. If any Purchaser requires the Company to take back any WEEE, they should write to the Operations Director, Eterna Lighting Ltd, Huxley Close, Park Farm, Wellingborough NN8 6AB, who will then advise on the necessary arrangements for the receipt, proper treatment, and recycling of the WEEE.
Within certain products the Company places lead acid, lithium ion, nickel cadmium & nickel metal hydride batteries on the market. Industrial batteries are subject to waste regulation under the Waste Batteries and Accumulators Regulations 2009 and should be disposed of responsibly. Purchasers may be able to dispose of their waste industrial batteries locally via legitimate licensed trade waste contractors. The Company is obliged to take back, free of charge and within a reasonable time, waste industrial batteries of the same chemistry supplied to a Purchaser, for treatment and recycling and is required to do this in any calendar year new industrial batteries are placed on the market. In certain circumstances, this may include batteries not originally supplied by the Company. If any Purchaser requires the Company to take back Industrial batteries, they should write to the Operations Director, Eterna Lighting Ltd, Huxley Close, Park Farm, Wellingborough NN8 6AB, who will then advise on the necessary arrangements for the receipt, proper treatment and recycling of, the waste industrial batteries.
Any times quoted for despatch, repair or replacement are to be treated as estimates only and time shall not be deemed to be of the essence of any contract between the Purchaser and the Company. The Company shall not be liable for any loss whatsoever arising as a result of any delay.
Delivery shall occur on despatch or collection of the goods from the Company’s premises by carrier whether or not the carrier is the Company’s agent or servant. Unless otherwise agreed in writing the Company shall deliver the goods to the address specified in the Purchaser’s order. Risk in the goods shall pass to the Purchaser on delivery or collection.
Insofar as there is any delay in delivery which is attributable to the Purchaser, the Company may charge the Purchaser such additional transportation costs, storage charges and handling charges which may arise as a result of the Purchaser’s failure to take delivery on the due date.
Save as expressly provided in these conditions, all terms, conditions, representations and warranties (whether express or implied) relating to the sale of goods are excluded and the goods are not sold by description or sample.
WARRANTY AND EXCLUSION
The Company will use its reasonable endeavours to assign the benefit of any warranty it receives from its supplier to the Purchaser but shall not be liable for any claim or claims for any damages whether direct, indirect special or consequential or economic damage or loss (including loss of profit or goodwill) arising from any breach by its contract or any defect in the goods. In certain circumstances and for certain product ranges, the Company may offer a specific warranty against defects arising from faulty design or materials, for a defined period. Any warranty period offered will be deemed to have commenced on the date the goods have been delivered to the Purchaser.
The Company will not be liable for any warranty or guarantee where the Purchaser has not paid for the goods in full by the due date.
Nothing in these conditions shall exclude liability of the Company for death or personal injury resulting from its negligence insofar as the same is prohibited by United Kingdom statute.
The Company shall not be liable for delay in performing or for failure to perform its obligation if the delay or failure results from any of the following, Act of God, outbreak of hostilities, war, riot, civil disturbance, acts of terrorism, government order, direction of legislation, fire, explosion, flood, bad weather, accident, strike or other industrial action, lock-out, failure of telecommunication lines, failure or breakdown of plant machinery or vehicles, transport delays, default of suppliers, or any other occurrence over which the Company has not control.
These conditions and any contract following thereon shall be governed by and construed in accordance with English Law and the Purchaser submits to the jurisdiction of the High Court of England but the Company may enforce the contract in any Court of competent jurisdiction