Terms & Conditions
1. Construction of Contract
These conditions shall apply to all Contracts between Cema Lighting Limited (hereinafter referred to as “the Company”) and any persons, firm or Company (hereinafter called “the Customer”) for the supply of goods or the carrying out of work by the Company. The Company Contracts upon the terms of these Conditions only, and any other standard Terms emanating from the Customer shall not apply. These Conditions shall not be modified without the written Agreement of the Company, and in order that the Contract shall be complete of the Agreement between parties with regard to the supply of goods or the carrying out of the work by the Company, the Customer must ensure that any representation or instruction on which It wishes to rely has been accepted by the Company in writing.
Any typographical, clerical error or omission in any sales literature, quotation, price list, acceptance of offer, invoices or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.
2. Price Variation
Estimates are based on the Company’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any such rise or fall in costs. The Company’s statements that its costs have risen or fallen in such circumstances shall be inclusive as to the existence of such a rise or fall. Contract price shall be the price quoted by the Company.
All estimates and or Quotations are, unless specifically otherwise provided, are exclusive of Value Added Tax and any other statutory charges as may be appropriate.
I. Any time for performance of the Company’s obligations under the Contract shall be reckoned from the date upon which the Company receives all the necessary information and documentation to enable it to proceed with the supply of goods or the carrying out of work without interruption.
II. Any date for delivery specified in respect of goods sold or to be sold by the Company shall be treated as an estimate only and such delivery is not a term of the Contract and is specifically hereby agreed that time for delivery is not of an essence. The Company shall not in any circumstances however so arising, whether as a result of its own negligence or otherwise, be under any liability to the Customer for any failure to deliver by or on such date.
Ill. Any delivery time specified shall be extended by any period or periods during which the manufacturer or delivery of goods or other work by the Company in connection with the Contract is delayed due to fire, explosion, flood, storm, tempest sabotage, strikes, official and unofficial riot, Invasion, acts of war (whether war be declared or not), shortage of labour, power or materials, delayed by the Company’s suppliers, civil commotion, accidents, plant breakdown, technical difficulty, seizure, or any other action by or in compliance with an Order of an apparently competent authority and any other event or circumstances beyond the control of the Company. Not withstanding such delays the Customer shall take and pay for at the rate of Contract Price such of the goods as shall be tendered by the Company and be ready for delivery.
IV. If for any reason the Customer is unable to accept delivery of good at the time when the goods are due and ready for delivery Cema Lighting Limited will store the goods and the customer shall be liable to Cema Lighting Limited for the reasonable cost (including insurance) of its so doing. This provision shall be without prejudice to any other claim, which Cema Lighting Limited may have in respect of the Customers failure to take delivery at the appropriate date.
5. Property and Risk
I. The risk in the goods shall pass to the Customer upon delivery in accordance with the Contract.
II. Until the Company has paid in full for the supply of goods and the carrying out of work under the Contract.
a) The property of the goods shall remain vested In the Company and the Customer shall hold the goods as Bailee only. The Customer shall not sell the goods nor shall the Customer part with possession of the goods unless in the latter event the Company express consent In any particular case and If such consent is given, the Customer shall expressly inform the person in to whose possession the goods are put that ownership thereof remains vested in the Company and that the possessor is to be the subject to the like rights in relation to the goods as the Customer.
b) The Company shall be entitled to recover possession of the goods at any reasonable time and shall be permitted access to the Customer’s premises for such purposes.
c) The Company shat be entitled to require goods to be stored separately or clearly marked so as to identify them as the Customers property.
The Bailment of the goods to the Customer shall create a fiduciary relationship between the Company and the Customer. If in contravention of the prohibition upon selling goods the Customer effects a sale the Customer shall account to the Company for the entire sale proceeds as fairly represented by the goods or if higher proportion of the sale proceeds equal to the value of the goods as invoiced to the Customer by the Company, including any interest due accrued. The monies so becoming payable to the Company shall not be mixed with the Customer’s own monies but shall be placed in a separate account and forthwith remitted to the Company
e) Provided that the Company has not previously repossessed the goods the property in the goods shall pass to the Customer upon Payment for the goods in full including any interest accrued due.
The Contract price is to be paid within 30 days of the delivery date. Payment shall be made to the Company and the Company’s official receipt shall be the only acknowledged discharge of the debt. The Customer shall not be entitled to withhold payment due to the Company by reason of payment credit, set off counterclaim allegation of incorrect or defective goods or work for whatsoever reason, which the Customer may allege, excuses it from performing its obligations under the Contract. Interest shall accrue on any amount as remains outstanding after the period of thirty days at the rate of 1.5 per centum, per month calculated from day to day.
The Company shall be entitled to Charge and be paid for any increase cost incurred for expedited delivery or any other matter requested by the customer.
7. The Company’s liability
The Company’s liability whether for any representation, or under any implied warranty, condition or other term, or any duty at common law, or under the express terms of a contract shall be limited to the Contract price for the particular goods in respect of which the liability arises in no circumstances whatsoever shall the Company be liable in damages to the Customer for any loss of profit, consequential loss of anticipated savings or profits or damage or loss of anticipated profits of any Third Party claimed against the Customer
II. The Company shall be entitled, without any liability of whatsoever nature, to cancel any Contract with the Customer at any time should the Company not be able to obtain a Credit Reference In respect of the Customer which In the opinion of the Company, In its sole absolute and unfettered discretion it regards as an acceptable credit reference. Following such cancellation the Company shall be entitled to payment for all works carried out by the Company to the date of such cancellation and if such works only comprise a part of the Contract then a proportionate part of the Contract price reflects their worth.
Ill. Subject to the Conditions set out herein the Company warrants that the goods supplied will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from the date of their delivery. In the event of a valid claim arising within the said time limit, the Company’s liability shall be limited to either repairing or replacing at its own option such faulty goods, provided that the said goods are returned to its own premises, and the Company’s liability shall be satisfied by making available for collection the duly repaired and/or replaced goods from its factory. Alternatively the Company shall have no further liability to the Customer. Where goods are sold under a consumer transaction, the statutory rights of the Customer are not affected by these Conditions.
IV. The Company shall not be liable for any warranties if:
a) The goods supplied have been repaired or modified by anyone other than an authorised Company repair person or
b) The goods supplied have been subjected, in the sole judgment of the Company to misuse or accident or
c) The Customer fails to notify the Company within seven days of date of delivery or
d) The Customer fails to return the defective product, freight pre-paid to the Company’s facilities or
e) The goods, in the sole judgment of the Company are not actually defective.
a) The Customer is in breach of any of the Conditions of the sale of the Company or
b) The Customer being a Company makes or attempts to make voluntary arrangement under Part 1 Insolvency Act 1986 (the Act) or is likely or liable to become unable to pay any one of its debts or is or becomes the subject of an Applicant to the Court for an Administration under Part II of the Act or
c) The Customer being an individual appears to be unable to pay or to have any reasonable prospect of being able to pay anyone of his/her debts or is or becomes the subject of Bankruptcy Petition under Part IX of the Act or is the subject of a Statutory Demand for any of his/her debts under Part IX of the Act or if execution or other process is issued in respect of any of has/her debts on a judgment or Order of any Court
Then in such an event
I. The Company shall be entitled forthwith to determine the Contract in whole or in part and
II. All costs expenses overheads and loss of profits incurred by the Company in connection with the Contract shall forthwith become payable as a debt from the Customer to the Company and
Ill. Any goods of the Company kept by the Customer shall forthwith be delivered up to the Company to its nominee who shall be given access to the goods in order to remove the same and
IV. The price of any goods delivered by the Company to and used by the Customer shall become payable forthwith and
V. Cancellation of Orders by the Customer in whole or in part cannot be accepted without the Company’s consent in writing
Goods supplied by the Company may not be returned for credit without written consent of the Company and any goods, which are returned without such consent, will be refused. Any goods that are accepted for return by the company will be subject to a 25% restocking charge.
Neither Cema Lighting Limited nor any person acting on its behalf, makes any warranty of representation, expressed or implied with respect to the information contained within the lighting schemes or specifications, or assumes any liability with respect to the use of, or damages resulting from the use any specification information. In assessing the suitability of any specific product or installation the user must make his own judgment and/or take appropriate advice.
11. General Lien
Without prejudice to other remedies the Company shall in respect of all unpaid debts due from the Customer have a General Lien on all goods and property in its possession (whether worked on or not) shall be entitled on the expiration of 14 days notice to the Customer to dispose of such goods or property as it thinks fit and to apply any proceeds towards such debts.
12. Intellectual Property
Where the Contract between the Company and the Customer for the supply of goods or the carrying out of work by the Company involve the design or invention of specialised equipment then all drawing designs and copyright and similar protection therein arising out of the work of the Contract shall belong to the Company.
The proper Law of Contract shall be English Law and any disputes arising there under shall be dealt with exclusively by the Courts of England save that the Company shall be entitled to bring proceeding against the Customer in the Courts of any other Jurisdiction where the Customer resides or carries on business.