The Company’s Conditions of Business
1.1 The definitions and rules of interpretation in this condition apply in these conditions. Buyer: the person, firm or company who pur...
The Company’s Conditions of Business
1.1 The definitions and rules of interpretation in this condition apply in these conditions. Buyer: the person, firm or company who purchases the Goods from the Company. Company: Franklite Limited and/or Franklite Limited trading as Franklite Creative Lighting of registered office 21 Bedford Square London WC1B 3HH. Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions. Delivery Point: the place where delivery of the Goods is to take place under condition 4. Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 Condition headings do not affect the interpretation of these conditions.
2 Application Of Terms
2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.
2.3 No order placed by the Buyer shall be deemed to be accepted by the Company until the Company either acknowledges the Buyer’s order or delivers the Goods, whichever is the earlier; and where a pro-forma invoice is issued, the Company receives cleared funds.
2.4 The conditions printed on the Company’s price lists from time to time, will be incorporated in the Contract in addition to the conditions herein.
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in its catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence.
4.2 The Company shall not be liable for any loss caused by any delay in the delivery of the Goods nor shall any delay entitle the Buyer to terminate or rescind the Contract.
4.3 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready the Company may store the Goods until delivery at the Buyers own risk and expense.
4.4 The Company may deliver the Goods by separate instalments. Each instalment shall be a separate Contract and invoiced and paid for in accordance with the provisions of the Contract.
4.5 Any Goods damaged during delivery must be noted by the Buyer on the delivery driver’s delivery note. Failure to do so will prohibit the Buyer returning the Goods.
5.1 The Company does not offer Goods on a sale or return basis. Where Goods have been supplied to a Buyer which have been altered or are bespoke to that Buyer’s requirements Goods will not be authorised for return.
5.2 The Company may consider accepting a return of Goods subject to a handling fee and the Goods being returned at the Buyers risk and expense and only if a request to return Goods is made within 14 days of the Buyer having taken delivery of the Goods. If the Company agrees to the Buyer returning Goods the Buyer will receive written notice of the same from the Company. The Buyer is not authorised to return Goods until it is in receipt of such written notice. Following inspection by the Company and subject to the Company’s absolute discretion a credit will be issued provided that the Goods have been returned to the Company in their original packaging, not damaged and in full working order.
5.3 The Company reserves the right to refuse to accept returns.
The Company shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to the Company of the non-delivery within 3 days of the invoice date. Any liability of the Company for non-delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate.
7.1 The Goods are at the risk of the Buyer from the time of delivery.
7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received all sums due to it in respect of the Goods; and all other sums which are or which become due to it from the Buyer. Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary basis and store the Goods separately from all other goods in such a way that they remain readily identifiable as the Company’s property.
7.3 The Buyer may resell the Goods before ownership has passed to it solely on condition that any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and the Buyer shall deal as principal only.
7.4 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer becomes subject to an Administration order, becomes bankrupt or has a receiver appointed.
7.5 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery. The Company reserves the right to amend the price of its goods without notice.
Payment is due on the last day of the month following that in which the goods were invoiced. Time for payment shall be of the essence. Interest on overdue invoices shall accrue from the date when payment becomes due until the date payment is made at the annual rate of 4% above the base lending rate from time to time quoted by Lloyds TSB.
10.1 The Company warrants that for a period of 12 months from the date of delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
10.2 The Company shall not be liable for a breach of the warranty in condition 10.1 unless, the Buyer gives written notice of the defect to the Company within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and the Company is given a reasonable opportunity to examine such Goods; and the Buyer returns such Goods, at its own expense, to the Company’s place of business for the examination to take place there. The Buyer shall not return any Goods until in receipt of written authorisation of the same from the company.
10.3 The Company shall not be liable for a breach of the warranty in condition 10.1 if the Buyer alters or repairs such Goods without the written consent of the Company.
10.4 Subject to condition 10.2 and condition 10.3, if any of the Goods do not conform with the warranty in condition 10.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.
10.5 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.
11 Intellectual Property/Reproduction of Images
The Company’s Images and text along with all intellectual property rights and logo’s remain the property of the Company at all times. Any reproduction shall not be permitted unless prior written consent is obtained from the Company.
12 Limitation Of Liability
12.1 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by its negligence; or under section 2(3), Consumer Protection Act 1987; or for any matter which it would be illegal for it to exclude its liability.
12.2 Subject to condition 12.1 the Company’s total liability shall be limited to the Contract price and the Company shall not be liable to the Buyer for loss of profit, business, or goodwill or for any claims for compensation.
13 Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts