TERMS AND CONDITIONS OF SALE OF GOODS

1. GOVERNING CONDITIONS

These terms and conditions (‘Terms’), together with any other documents referred to herein shall govern the contract (‘Contract’) between Steon Lighting, a trading name of Steon Limited, a company registered in England and Wales with number 10534641 and whose registered office is at Bridgewater Court, Network 65 Business Park, Hapton, Burnley, Lancashire, BB11 5ST (‘We’, ‘Us’ ‘Our’) and the business (‘You’, ‘Your’) placing an order (‘Order’) to purchase the goods that We sell (‘Goods’).

2. FORMATION AND VALIDITY

Unless otherwise agreed between the parties, Our written quotations (‘Quotation’) will be valid for a period of thirty days from the date set out on the Quotation. Your Order does not constitute acceptance of a Quotation and shall instead be deemed to be an offer to Us to purchase the Goods. By placing an Order You agree and acknowledge that any drawings, specifications, designs and outlines (‘Designs’) which We have produced for You are correct, complete and an accurate representation of Your requirements in each and every respect. We shall notify You in writing (‘Order Acknowledgement’) if We accept the Order. The Order Acknowledgement shall contain final details of the Goods, including whether any of the Goods are to be made bespoke to Your specifications or order (‘Special Goods’) and the price which You shall be required to pay to Us for them (‘Price’). We reserve the right to refuse or reject the Order for any reason at Our absolute discretion. The Price is exclusive of VAT which shall be additionally payable as set out in the relevant invoice at the prevailing rate from time to time.

3. PRICE AND PAYMENT

List prices are subject to variation without notice but in the event that the Price varies between the date of the Order Acknowledgement and delivery, We shall notify You and give You the opportunity to either proceed at the new price or cancel the Contract. All Goods will be invoiced for by Us and unless the invoice specifies otherwise, payment of the Price shall become due and payable to Us without any set-off, counterclaim, deduction or withholding by the final Business Day of the month falling 30 days from the date of the invoice. Should You default in paying any sums due to Us, Without prejudice to any other right or remedy available to Us, We reserve the right to: (a) charge interest on such overdue sums at the daily rate of 8% above the Bank of England’s base rate, from the due date of payment; and/or (b) suspend the delivery of any other Goods whether relating to this Contract or any other between the parties, until default is made good, or otherwise to terminate this Contract or any other contract between the parties in respect of any undelivered Goods. We may at any time and without notice to You, set off any monies that We owe to You against any liability of Yours to Us, whether either liability is present or future, liquidated or unliquidated, and whether Your liability arises or has arisen under this Contract or any other between the parties. Any exercise by Us of Our rights under this clause shall not limit or affect any other rights or remedies available to Us under this Contract, any other between the parties or otherwise.

4. CREDIT ACCOUNTS

If You would like a credit account then You must make an application to Us in writing. Credit accounts are only offered on the basis of three satisfactory Trade References with one supporting Bank Reference, and in any case not before You have satisfactorily purchased Goods from Us and paid for them in accordance with Our standard payment terms as set out in clause 3. Where We grant You a credit account, We shall write to You to confirm the relevant payment terms and any limitations or exclusions relating to the credit account. We reserve the right to refuse to grant credit without reason or discussion or to subsequently remove credit or set such limits as We deem appropriate acting in Our absolute discretion.

5. DELIVERIES

Unless otherwise specified within the Quotation, We shall make delivery of the Goods to the delivery address specified within the Order Acknowledgement. Any delivery date indicated by Us shall be construed as an estimate only and for the avoidance of doubt time for delivery shall not be of the essence. Delivery of the Goods may be partially or wholly suspended where there is an event beyond Our control and until the cause of the event is remedied or ceases. Whilst We shall use Our reasonable endeavours to deliver the Goods on time, We shall not be liable to You in any way for any consequence of any delay in delivery. The Goods are delivered free of charge by either Our own transport, Postal Services or Standard Carrier unless otherwise specified within the Quotation whereupon You agree that You shall be liable for the costs of delivery including but not limited to where any of the following exceptions apply:

(a) You specify a requirement for any particular method or speed of delivery, which differs from that set out above;

(b) the total value of the Order does not exceed £250 + VAT (in advance of any discounts being taken into consideration (‘Small Order’);

(d) any other reason which We notify to You.

You shall be liable to pay surcharge of £15.00 + VAT on all Small Orders to cover Our administration and packaging costs and normal carriage rates. For the avoidance of doubt this surcharge is waived for any Orders carrying a value above £250.00 + VAT.

To facilitate delivery, You shall at Your sole expense provide all requisite materials, facilities, access and suitable working conditions (including any special requirements specified by Us) to enable delivery to be carried out safely and expeditiously.

6. TAKING DELIVERY OF THE GOODS, OR LOSS OF GOODS IN TRANSIT

You shall procure that Your duly authorised representative (‘Representative’) shall be present at the delivery address at the time of delivery of the Goods and understand that unloading of the Goods at the delivery address is at Your risk. When

You receive the Goods, the Representative is required to sign for them as unchecked in the event that they are not inspected upon delivery.

In the event that the Goods are not signed for as being unchecked then this shall be taken as constitute conclusive evidence that the You have examined the Goods and found them to have been delivered in the correct quantity, in good condition and fit in every way for the purpose for which they are intended. For the avoidance of doubt, anyone who signs for the Goods on Your behalf is deemed to be an authorised representative for Our purposes, whether or not this is actually the case.
In the event that the Goods are signed for as being unchecked then You are required to inspect them within 24 hours of delivery (‘Inspection Period’). In that case and You discover that the Goods have been delivered in the incorrect quantity, are defective or damaged then You must notify Us by telephone within the Inspection Period of this fact and provide Us with confirmation in writing and any further evidence that We reasonably request within the following 3 Business Days.

In the event that You have not received the Goods by the end of the second Business Day following the estimated delivery date provided by Us to You then You must notify Us by telephone within 24 hours thereafter. In these circumstances, in the event that We discover that the Goods have been lost in transit then they shall be replaced free of charge. Failure to give such notice shall release Us of all responsibility to replace any Goods which You claims have been lost in transit.

7. RISK, TITLE AND INSURANCE

The risk of loss, theft, damage or destruction of the Goods shall pass to You on delivery. You shall be solely responsible for the custody of the Goods save that unless otherwise expressly agreed in writing, the goods shall remain Our sole and absolute property until such time as You have paid the Price to Us in full and unconditionally, together with the full price of any other goods the subject of any other contract with the Company (‘Retention Period’).

During the Retention Period, You shall:

(a) use the Goods only for the purpose for which they were supplied;

(b) keep the Goods properly stored taking into consideration the temperature and conditions of storage;

(c) at Your own expense, keep the Goods insured with a reputable insurance company to a value not less than its full replacement value comprehensively against anything required by law, all usual risks of loss, damage or destruction by fire, theft or accident, to cover any third party or public liability risks and such other risks as We may from time to time nominate; and

(d) separate and identifiable from all other goods, property and equipment in Your possession as Our bailee, and provide any evidence of Your compliance with this clause that We may reasonably request from time to time.

You shall give Us immediate written notice in the event of any loss, accident or damage to the Goods arising out of or in connection with Your possession or use of the Goods during the Retention Period and in the event that You fail to effect or maintain any of the insurances required under these Terms, We shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from You.

In the event of failure to pay the Price in accordance with the Contract, We shall have (or to the extent applicable You shall use Your best endeavours to procure that We shall have) the power to enter any premises or land at which the Goods are being held without obstruction and to take back and resell the Goods. Such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purposes We and Our servants and agents may (or to the extent applicable You shall use Your best endeavours to procure that We may) forthwith enter upon any premises or land at which the Goods are being held to remove the Goods. To the extent necessary, including but limited to where Our access is obstructed to any premises or land that is owned or occupied by You at which You Goods are being held, You hereby grant to Us the irrevocable right to break entry into the relevant premises or land for these purposes provided that We shall notify You in the event that We are doing so. In the event that We, Our agents or subcontractors are required to take back possession of the Goods, You shall indemnify Us, keep Us indemnified and hold Us harmless in respect of all costs incurred by Us in exercising these rights.

In the event of any resale by You of the Goods during the Retention Period, then You must do so on terms containing retention of title provisions no less stringent than those set out in this clause 7 and provide Us with evidence of Your compliance with this obligation upon demand. Furthermore, Our beneficial entitlement shall attach to the proceeds of sale or other disposition of the Goods thereof so that such proceeds or any claim therefore shall be assigned to Us and until and subject to such assignment shall be held on trust in a separate identified account for Us by You and You will stand in a strictly fiduciary capacity in respect thereof. Such sums to the extent that they satisfy any outstanding sums owed to Us shall be accounted to Us by You within 2 Business Days of their receipt.

8. OUR WARRANTY FOR THE GOODS

We warrant that the Goods shall substantially conform to any specification, be of satisfactory quality and fit for the purpose for which they were supplied and that they shall remain for a period of 3 years from the date of delivery on LED PCB light sources and LED drivers and 12 months on integral or dedicated emergency and sensors (unless otherwise extended by agreement of the parties and subject to supplemental terms), provided that:

(a) You notify Us of any defect in writing within 2 Business Days of the defect arising or otherwise coming to Your attention;

(b) We are permitted to make a full examination of the alleged defect and make a determination in accordance with clause 9 below; and

(d) You return the Goods to Us at Your cost, following which We shall either repair or replace the Goods at Our absolute discretion (‘New Goods’). For the avoidance of doubt, any New Goods will not attract a new warranty and shall be and/or remain under warranty only for such period as remained under the initial warranty.

9. INCORRECT, DAMAGED OR DEFECTIVE GOODS AND RETURNS

Where You have notified Us that the Goods are either not correct in terms of quantity, are damaged or defective and You wish to return these to Us then You must:

(a) keep the Goods at all time at the delivery address and shall not move or attempt to move any part of the Goods to any other location without Our prior consent, which consent may be subject to further conditions;

(b) permit Us or Our duly authorised representative to inspect the Goods at all reasonable times and for such purpose to either return the Goods to Us at Your cost and in their original packaging or as We otherwise direct or allow Us to enter onto the premises at which they are being stored.

Before making any determination as to whether the Goods are incorrect as to quantity, damaged or defective as You claim, We reserve the right to inspect them. Where We agree with Your claim, We reserve the right at Our absolute discretion to either:

(a) repair the Goods;

(b) replace the Goods; or

For the avoidance of doubt, We shall not provide You with any of the remedies set out above where We make the determination that the Goods are either incorrect as to quantity, damaged or defective arising out of:

(a) misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than Us or a third party under Our control or otherwise through the acts or omissions of anyone other than Us or a third party under Our control; or

(b) fair wear and tear;

10. CONTINUOUS PRODUCT DEVELOPMENT

All of Our suppliers and manufacturers, as We do, have a policy of continuous product development so that new standards and regulations can be met as they are introduced. For this reason We reserve the right to alter specifications of any of the Goods without notice to You save that We shall not supply You with any Goods which are materially different to those which You ordered.

11. LIABILITY AND INDEMNITY

Without prejudice to the remainder of this clause, Our maximum aggregate liability for breach of this Contract (including any liability for the acts or omissions of Our employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the Price paid to Us by You under this Contract for the Goods to which any claims relates and We shall not be liable under this Contract to You for any indirect, special or consequential costs, charges, claims, demands, damages, expenses, liabilities and losses suffered or incurred by You whether arising in contract, tort (including negligence), misrepresentation or otherwise including any loss of profit, loss of revenue, loss of goodwill and loss of business, even if the same were foreseeable.

Nothing in this Contract shall exclude or in any way limit either party’s liability for death or personal injury caused by its own negligence or either party’s liability for fraud or fraudulent misrepresentation.

This Contract sets forth the full extent of Our obligations and liabilities in respect of the Goods and its hiring and sale to You. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on Us except as specifically stated in this Contract. Any condition, warranty or other term concerning the Goods which might otherwise be implied into or incorporated within this Contract, whether by statute, common law or otherwise, is expressly excluded.

You shall indemnify Us, keep Us indemnified and hold Us harmless against any and all costs, charges, claims, demands, damages, expenses, liabilities and losses suffered or incurred by Us whether arising out of or in connection with Your breach or non-performance of this Contract, or otherwise in contract, tort (including negligence), misrepresentation or otherwise and whether such liabilities are direct, indirect, special or consequential in nature and including any loss of profit, loss of revenue, loss of goodwill and loss of business.

12. TERMINATION AND CONSEQUENCES OF TERMINATION

Without affecting any other right or remedy available to Us, We may terminate this Contract with immediate effect by giving written notice to You if during the Retention Period:

(a) You breach any of Your obligations under this Contract and where such breach is remediable and We permit You with the right to do so, You fail to remedy such breach within the period afforded to You;

(b) You suspend, or threaten to suspend, payment of Your debts or are unable to pay Your debts as they fall due or admit inability to pay Your debts;

(c) a petition is filed, a notice is given, a resolution is passed or an order is made, for or in connection with Your winding up;

(d) You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business; or

(e) You (being an individual) are declared bankrupt, die or, by reason of illness or incapacity (whether mental or physical), become incapable of managing Your own affairs or become a patient under any mental health legislation.

Upon termination of this Contract, however caused Our consent to Your possession of the Goods shall terminate and:

(a) We may exercise any of Our rights under clause 7;

(b) any sums outstanding pursuant to this Contract shall be immediately due and payable;

(c) termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13. INTELLECTUAL PROPERTY

The copyright, design right and all other intellectual property rights in the Goods, any Designs and any materials and other documents or items prepared or produced for You by Us or on Our behalf arising out of or in connection with this Contract shall belong to Us absolutely and any such materials, documents or items shall be or remain Our exclusive property. You shall be entitled to use as a licensee any such Designs or materials, documents or other items as are referred to in this clause in connection with the Goods but shall not be entitled to copy any such Designs, materials, documents or items or use them for any commercial purpose without Our prior written consent.

14. NOTICES

Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the relevant address specified within the Contract. Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c) if sent by email, at 9.00 am on the next Business Day after transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. MISCELLANEOUS

(a) Confidential Information: Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party and shall not use any such information for any purpose other than to comply with this Contract.

(b) Force Majeure: Every effort will be made to carry out the Contract, but its due performance is subject to termination by Us or such variation as We deem necessary as a result of inability to or delay in performing any of its obligations under this Contract if such delay or failure results from a failure to secure labour, materials or supplies or as a result or any other cause, circumstance or event beyond Our reasonable control. We may extend the time for performance of Our obligations under this Contract by the period of any delay or otherwise terminate the Contract at Our absolute discretion if the event subsists for a period of 2 months.

(c) Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, warranties, representations and understandings (‘Representations’) between them whether written or oral, relating to its subject matter, including any Order made subject to any different or supplemental terms. In entering into this Contract, You do not rely on, and shall have no remedies in respect of any Representations (whether made innocently or negligently) that are not set out in this Contract and have no claim for innocent or negligent misrepresentation or negligent misstatement.

(d) Assignment and Other Dealings: This Contract is personal to You and You shall not without Our prior written consent transfer or grant rights over any of Your rights and obligations under it. We may without Your prior written consent transfer or grant rights over any of Our rights and obligations under this Contract.

(e) Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties.

(f) No Partnership or Agency: Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party the agent of another party.

(g) Third Party Rights: No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

(h) Waiver: No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

(i) Rights and Remedies: Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

(j) Severance: If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

(k) Law and Jurisdiction: This Contract shall be governed by and construed in accordance with the laws of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.

16. WEEE REGULATIONS

We are meeting Our producer responsibility via membership of the Lumicom Producer Compliance Scheme (‘the Scheme’), through which depolluted luminaires (i.e. those with the lamps, batteries and liquid filled capacitors removed) will be recycled in accordance with The Waste Electrical and Electronic Equipment Directive (‘WEEE’) and such other applicable legislation as may repeal, supersede or supplement WEEE from time to time. As members of the Scheme, Lumicon provide a take back service for the purpose of recycling the Goods in accordance with WEEE and for further information please access www.lumicom.co.uk.

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