Lighting Assist Ltd Terms & Conditions Of Business
1. General
The terms below represent the terms on which Lighting Assist Limited (”the Seller”) is willing to sell goods (the “Goods”) and services (the “Services”) (collectively the “Goods and
Services”). By ordering Goods and Services from the Seller, the Buyer agrees to adhere to these terms to the exclusion of any previous terms issued by the Seller, the Buyer’s own
terms & conditions or any pre-contractual statements.
2. Installed Goods
In respect of any request for Goods to be installed, the Seller cannot be held responsible and is not liable for the structural integrity of the building or infrastructure. Unless otherwise
agreed, it is the Buyer's responsibility to ensure any building or infrastructure is suitable to  support any proposed installation.
3. Price
The price includes insurance for the benefit of the Seller and shall be payable in accordance with the agreed payment schedule. In the event that payment is not made when due, the Seller may:-
3.1 cancel any contract to supply further Goods or Services
3.2 suspend deliveries of further Goods or the supply of further Services to the Buyer;
3.3 suspend any credit terms, whereupon all sums payable to the Seller from the Buyer for
Goods and/or Services shall become due and payable immediately;
3.4 charge interest at 5% above the base rate of HSBC Bank plus any costs of collection
4. Passing of Property
4.1 Property in the Goods shall pass to the Buyer on :
(a) payment in full of the price of the Goods; and
(b) payment in full of all other sums owing by the Buyer to the Seller.
4.2 Until property has passed to the Buyer, the Buyer shall hold the Goods as bailee for the Seller and shall keep them separately stored and identified as belonging to the Seller.
4.3 In the event that the Buyer sells the Goods before property has passed as aforesaid, the Buyer shall do so as agent of the Seller and the proceeds of such sale shall be kept in a separate account identified as belonging to the Seller and the Buyer shall be liable to account to the Seller for all such proceeds.
4.4 Until property has passed as aforesaid, the Seller shall be entitled at any time:
(a) by notice in writing to require the Buyer forthwith to return the Goods, at the Buyers cost, whereupon the Buyer shall cease to be in possession of them; or
(b) to retake possession of the Goods and for that purpose enter on any premises where the Goods are or are reasonably believed by the Seller to be situated.
4.5 Notwithstanding the above, the Goods are insured by the Seller whilst in transit and until delivered to the Buyer's premises. Upon receipt, the Buyer shall sign for the Goods as "delivered not checked" and shall advise the Seller in writing within 5 days of receipt of the Goods of any damage. Any damage not notified in writing within 5 days shall not be covered by the Seller's insurance and shall be at the risk of / to the account of the Buyer.
5. Place of Delivery
Goods shall be delivered to the Buyer at the place of delivery set out in the Buyers order form or (if none is specified) at the premises of the Seller.
6. Fitness for Purpose
The Seller gives no warranty that the Goods are fit for the Buyer's purpose or purposes. The Buyer warrants that it has satisfied itself that the Goods will be fit for every purpose which the Buyer requires and the Buyer has not relied on any skill or judgment of the Seller in that regard.
The Buyer further warrants that:
(a) the Buyer is aware that the Goods are supplied for the purpose for which they were manufactured;
(b) the Goods will be tested prior to use;
(c) the Goods will only be used by suitably qualified individuals;
(d) the Goods will be regularly serviced, tested, certified and inspected;
(e) the Buyer has all necessary licenses required for their use;
(f) the Goods will not in any way be adapted or altered; and 
(g) the Buyer will not give or imply any warranty to any person to whom the Buyer may sell or let the Goods other than the foregoing and that the Buyer will notify that person of the requirements of the Seller as to license, test, use, service, inspection, certification and adaptation as above and of any statutory authority of any state or country in which the Buyer or that person is resident or carrying on business. Nothing in this clause affects the Buyer's rights under the Sale of Goods Act 1979
7. Acceptance
The Buyer shall inspect and test the Goods immediately upon delivery and shall within 5 days after receipt give notice in writing to the Seller of any respect in which the Buyer alleges the
Goods do not meet with the agreed terms. If the Buyer does not give such notice within that time, the Goods shall be deemed to be accepted in every respect.
8. Liability
This clause shall apply to all claims by the Buyer against the Seller irrespective of whether such claims arise in contract or in tort and whether or not the Seller was negligent.
(a) The Seller shall indemnify the Buyer against any claims arising from physical injury to or death of the Buyer's personnel and/or third parties, which is directly and wholly attributable
to the gross negligence of the Seller or its employees in the performance of its or their duties under these terms.
(b) In the event that notice has been given pursuant to clause 7 above that the Goods (or part thereof) are not in accordance with the agreed terms, and the price of the Goods has
been paid on or before the due date, the Seller shall replace or repair the Goods (or part thereof) at its own expense provided that the Buyer has within 30 days after the said notice
caused the Goods (or part thereof) which are alleged to be defective to be returned, at the Buyer's expense, to the Seller's premises or such other place as the Seller shall direct.
(c) No other remedy than that provided for in sub-paragraph (b) above shall be available to the Buyer.
(d) Without prejudice to the generality of the foregoing the Seller:-
(i) shall not be liable for any damages including but not limited to those arising from loss of profits, loss of use, loss of revenue, loss of hire or rental in respect of the Goods or any other
goods, or arising from compensation payable by the Buyer to any other person, firm, corporation or organization whatsoever; and (ii) except in relation to claims under sub-paragraph (a) above, shall not be liable for any losses, damages, costs, claims, expenses or liabilities exceeding the purchase price of any disputed Goods.
9. Force Majeure
The Seller shall be relieved of its obligations under these terms in so far as it is hindered in or prevented from performing them by any circumstances beyond the Seller's reasonable
control.
10. Hold Harmless
The Buyer undertakes and agrees to indemnify and hold harmless the Seller against any and all actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever and howsoever caused or arising out of, connected with, or resulting from the Buyer's breach of these terms and use of the Goods including without limitation the manufacture, selection, delivery, possession, use, operation, return or any and all damages or injuries caused thereby to anyone whatsoever.
11. Waiver & Invalidity
(a) The failure of either party hereto to insist on strict compliance with any of these terms by the other party shall not be deemed a waiver of that term nor shall any waiver or
relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
(b) If any provision in these terms is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in force without
being impaired or invalidated in any way.
12. Time of Delivery/Completion
Any time of delivery for Goods or completion of Services given by the Seller shall be treated as an estimate only. The Seller will use its reasonable endeavours to deliver by the estimated
time but gives no warranty or undertaking in respect thereof. 
13. Arbitration
All disputes or differences arising between the parties at any time in relation to the subject matter of these terms shall be referred to an arbitrator to be agreed upon by both parties or
in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996 or any statutory
modification or re-enactment of it for the time being in force.
14. Applicable Law
These terms are governed by and are in accordance with English Law. The Buyer submits to the jurisdiction of the Courts of England and agrees that the Seller retains the right to enforce
these terms in any Court of competent jurisdiction.
15. Tender
In respect of any tender offer, it is the Buyer's responsibility to ensure that the Goods and Services detailed in any quotation issued by the seller, meets the requirements of the Buyer's tender request. The Seller retains the right to accept or decline acceptance by the Buyer of any tender offer so the offer should not be taken as unilateral acceptance of the contents of a request to tender document.
16. Freedom of Information
Exemption is claimed under Section 43(2) of the FOI Act 2000 with regard to the prices of Goods or Services contained in any tender as their disclosure could affect the commercial interests of the Seller.
17. Working Hours
Unless agreed, the price for any services assumes that work will be carried out during normal
working hours (7.30am – 5.30pm).
18. Fixed Price
The Seller reserves the right to adjust the price of any equipment and/or services if the Seller's supplier of that equipment and/or services changes its prices.
19. Warranty
Installation work carried out by the Seller and excluding actual equipment is warranted for a period of 12 months from completion. Any equipment provided carries the manufacturer's standard 'back to base' warranty, (faulty equipment to be removed from site and sent back to the supplier at the Buyer’s cost for warranty evaluation and/or repair).
20. Rights of Third Parties
The provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded from these terms.
21. Light Emitting Diodes (LED)
LEDs are binned by the manufacturer to offer the closest match in colour for batches produced, however there may be some colour differences. The seller does not warrant that LED's of the same colour, contained in LED lighting equipment will match.
22. Exceptions
These terms and conditions evidence a complete and binding agreement between the Seller and Buyer as to the terms applicable whenever the Buyer purchases Goods or Services from the Seller. Any amendments must have the express written agreement of the Seller and the Buyer in a document evidenced by signatures of both parties.
23. Returns
The buyer must notify the seller, prior to returning any goods. Goods returned due to being ordered in error or surplus to requirements may be subject to a re-stocking charge. The supplier retains the right to refuse the return of custom or special order goods.

Version 1.12
Date: February 2012