Terms & Conditions
ARCHITAINMENT LIGHTING LIMITED STANDARD TERMS OF BUSINESS
1 Definitions
“Architainment” or “Seller” means Architainment Lighting Limited
“Customer” means the person ordering Goods or Services from Architainment
“Goods” means the goods that Architainment is to supply in accordance with these Terms of Business
“Services” means the services that Architainment is to supply in accordance with these Terms of Business
“Contract” means the contract between Architainment and the customer to which these terms apply
2 Formation of contract
2.1 These terms shall apply to all transactions between Architainment and the Customer and shall supersede any prior agreement between the parties and, in particular, prevail over any purchase terms submitted by the Customer
2.2 If any of these terms shall be held to be invalid or inapplicable to the Contract the remainder of these terms shall continue in full force and effect
2.3 Where Architainment makes a tender, gives a quotation or otherwise offers to supply any Goods or Services, the same shall not constitute a contractual offer. The contract shall only be concluded by Architainment’s acceptance (by written confirmation of order, if sent) of the Customer’s order
2.4 No agent or employee of Architainment has authority to make any representations concerning the Goods or Services or to vary these terms or the terms of any tender, quotation, estimate, offer or contract, unless such representation or variation is confirmed in writing by a director of Architainment. In entering into the Contract, the customer acknowledges that is does not rely on any such representations which are not so confirmed
2.5 The Customer shall be responsible to Architainment for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving Architainment any necessary information relating to the Goods or Services within a sufficient time to enable Architainment to perform the Contract in accordance with its terms
2.6 An accepted order (whether accepted by written confirmation of order or not) may be cancelled or varied by the Customer only with Architainment’s consent and the giving of such consent shall not in any way prejudice Architainment’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation
2.7 Architainment operate a No Return policy. All sales are final and, unless the Goods have been ordered and confirmed as “Sale or Return” Architainment will not accept Goods back on a return for credit basis. Architainment reserves the right to make exceptions to this rule and under such exceptions a restocking charge of at least 20% may be levied.
3 Price
Prices offered by Architainment are on the basis that the Customer accepts delivery of the Goods or permits the Services to be performed (or, as the case may be, to begin to be performed) at or by the time provided by the Contract or (in the absence of any specified time) within 14 days of the conclusion of the Contract. In the event of delay by the Customer beyond such time, Architainment shall be permitted (without prejudice to any other remedy available to it) to adjust its price in accordance with any intervening change in its published prices or otherwise to cover any additional cost incurred as a result of the delay
4 Payment
4.1 All payment for the Goods or Services shall be made punctually by the Customer without previous demand at such times and in such amounts as may be expressly agreed between Architainment and the Customer and in default of such express agreement payment shall be made in full at the time of the supply of the Goods or the Services. Any remaining sums due and unpaid shall carry interest at the rate of 8% above the base lending rate of Barclays Bank PLC applicable from time to Time
4.2 If any sums become overdue, Architainment may without prejudice to any other right or remedy available to it:-
4.2.1 suspend all further deliveries until payment in full thereof has been made;
4.2.2 at its option cancel the Contract as regards any Goods or Services which remain to be delivered thereunder
4.3 If in the opinion of Architainment the credit worthiness of the Customer shall have deteriorated before delivery or performance Architainment may require full or partial payment of the price before delivery or performance or the provision of security for payment by the Customer in a form acceptable to Architainment
5 Delivery and time of performance
5.1 Delivery of the Goods shall be made by the Customer collecting the Goods at Architainment’s premises at any time after Architainment has notified the Customer that the goods are ready for collection or, if some other place for delivery is agreed by Architainment, by Architainment delivering the Goods to that place. Where Architainment agrees to deliver the Goods otherwise than at Architainment’s premises, Architainment shall be under no obligation to organise their transport with any carrier or arrange insurance for such transport and accordingly Sections 32(2) and 32(3) of the Sale of Goods Act 1979 shall not apply. The Standard Terms of Delivery of any Goods supplied by Architainment are “Ex-Works Architainment’s premises”. If Architainment arrange delivery of the Goods it reserves the right to make a charge for the delivery of the Goods and the administration in arranging such delivery.
5.2 If the Contract between Architainment and the Customer specifies a time for performance of Architainment obligations thereunder such time shall not be of the essence of the Contract
5.3 Where the Goods or Services are to be delivered or supplied in instalments, each delivery or supply shall constitute a separate contract and failure by Architainment to deliver or supply any one or more of the instalments in accordance with these terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated
5.4 If Architainment fails to deliver the Goods or the Services (or any instalment) for any reason other than any cause beyond Architainment’s reasonable control or the Customer’s fault, and Architainment is accordingly liable to the Customer, Architainment’s liabilities shall be limited to the excess (if any) over the price of the Goods or Services of the cost to the Customer (in the cheapest available market) of similar Goods or Services to replace those not delivered
6 Short delivery, damage and defects
6.1 The Customer shall examine and (where appropriate) test the Goods on their delivery for any obvious damage, defect or shortage. Any claim that the equipment is short delivered, damaged or defective must be communicated to Architainment and in the case of short delivery or damage (if different) to the carrier thereof within 14 days of delivery confirming such notification (if oral) in writing immediately Thereafter
6.2 In no event shall the Customer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable to reject them
6.3 As a precondition of any liability for alleged damage or defective Goods the Customer shall retain for inspection by Architainment (and if requested by Architainment) shall return to Architainment the Goods which are subject of any claim by the Customer
7 Risk and property
7.1 Risk of damage to or loss of the Goods, and the obligation to insure the Goods, shall pass to the Customer:-
7.1.1 in the case of Goods to be delivered at Architainment’s premises, at the time when Architainment notifies the Customer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered, otherwise than at Architainment’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Architainment had tendered delivery of the Goods
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms, the property in the Goods shall not pass to the Customer until Architainment has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Architainment to the Customer for which payment is then due. Until that time the Customer is entitled to use the Goods in the ordinary course of its business, but shall otherwise hold the same in a fiduciary capacity, and shall in particular so mark or store the same that they remain identifiable as the property of Architainment
7.3 Until such time as the property in the Goods passes to the Customer (and provided the goods are still in existence and have not been resold), Architainment shall be entitled at any time to require the Customer to deliver up the Goods to Architainment and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the goods are stored and repossess the goods
7.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Architainment but, if the Customer attempts to do so, all monies owing by the Customer to Architainment shall (without prejudice to any other right or remedy of Architainment) forthwith become due and payable
8 Terms as to quality, descriptions, fitness for purpose, etc.
8.1 Subject as expressly provided in these terms, and except where the Goods or Services are sold or supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions and other terms implied by statute, common or European Community law are excluded to the fullest possible extent permitted by law. If the Goods supplied are to be used for any unusual purpose Architainment shall be deemed to warrant their fitness for that purpose only if they have been notified of the same by the Customer in writing before the Contract. If Architainment has provided in any tender, estimate, quotation or offer any drawing or specification of the Goods or Services to be supplied, the same are to be taken as approximate only and intended to give a general idea of the Goods or Services in question unless they are expressly warranted in writing as Accurate
8.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), the statutory rights of the Customer are not affected by these terms
8.3 Architainment gives no warranty that the Goods are fit for the Customers purpose or purposes. The Customer warrants that he has satisfied himself that the Goods will be fit for every purpose which he requires them and that he does not rely on any judgement or skill of Architainment in that regard.
The Customer also warrants that:-
.1 The Customer is aware that the Goods are supplied for the purpose for
which they were manufactures, and
.2 The Customer has all licenses that are required for their use, and
.3 The Goods are tested prior to use and/or installation, and
.4 The Goods will only be used and/or installed by suitably qualified individuals,
and,
.5 The Goods will be regularly services, tested, certified and inspected, and
.6 The Goods will not be altered or adapted in any way, and
.7 The Customer will not give or imply any warranty to any person whom he may sell of let the Goods other than the foregoing and that he will not notify that person of the requirements of the Seller ad to license, test, use, service, inspection, certification, and adaptation as above and of any statuary authority of any state or country in which the Customer or that person is resident or carrying on business. Nothing in this clause affects the Customers rights under the Sale of Goods Act 1979.
8.4 No description, specification or illustration contained in any product pamphlet or other related sales or marketing literature of Architainment, or any of its suppliers or partners, and no representation, written or oral, correspondence or statement shall form any part of any Agreement
8.5 Goods described in Architainment’s literature or elsewhere in Architainment’s marketing, or the literature or marketing of any partners or suppliers of Architainment, are subject to a continuing process of technical change and development and Architainment therefore reserves the right to alter specifications without notice at any time before delivery. All descriptions, illustrations, specifications and dimensions are approximate and are only intended to present a general guideline as to the type of Goods represented thereby. It is therefore agreed by the Customer that the Goods supplied may not comply in all respects with the description in Architainment’s literature or elsewhere.
9 Limitation of liability
9.1 Architainment shall not be liable for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) unless it has been expressly notified by the Customer in writing before the conclusion of the Contract that loss of the kind suffered might be caused in the event of such breach
9.2 Architainment shall not be liable for any physical damage done to the property of the Customer or third parties or any loss or damage resulting therefrom
9.3 Except in respect of death or personal injury caused by the negligence of Architainment, its employees or agents, Architainment’s liability to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or duty at common or European Community law, or under the express terms of the Contract, including costs, expenses or claims for other compensation whatsoever (whether caused by the negligence of Architainment, its employees or agents or otherwise) which arises out of or in connection with the supply of Goods or Services or their use for resale by the Customer under or in connection with the Contract shall not exceed the price of the Goods or Services except where expressly provided in these terms
9.4 The Customer is strongly advised to insure in respect of liability of the kind excluded or limited by these terms
10 Force Majeure
Architainment shall not be liable to the Customer for any breach of the Contract resulting from any accident, strike, lock-out, fire, power failure, breakdown or any other event or cause beyond Architainment’s reasonable control. Should the supply of the Goods or Services be prevented or delayed by an act or circumstances beyond Architainment’s reasonable control, Architainment may without incurring liability to the Customer suspend the Contract and after six months of suspension terminate the Contract
11 Assignment
The Contract is not assignable by the Customer without the written consent ofArchitainment
12 Forbearance
No forbearance, indulgence or relaxation on the part of Architainment shown or granted to the Customer in respect of any of the provisions of these terms shall in any way affect, restrict or prejudice the rights or powers of Architainment under the Contract or operate as or be deemed to be a waiver of any breach by the Customer of these terms and conditions
13 Governing Law
The Contract shall be governed by English law and the parties submit to the jurisdiction of the English courts