Essex Lighting

1. Definitions

1.1 “The Company” – means Essex Lighting.
1.2 “The order” – means any goods requested by the Customer from the Company.
1.3 “The Contract” – means any contract for sale of goods by the Company to the Customer.
1.4 “The Goods” – means any goods which the company supplies in accordance with these conditions including parts and components of or materials incorporated in them.
1.5 “Conditions” – means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.

2.Basis of the Sale

2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Customer, or any written order of the Customer which is accepted by the Company, subject in either case to these conditions, which shall govern the Order or Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such quotation is made or purported to be made, by the Customer.
2.1 No variation to these conditions shall be binding unless agreed in Writing between the authorized representatives of the Customer and the Partners of the Company.
2.2 The Company’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Company in Writing.
In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sales literature, catalogue, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without notice to the Customer and without any liability on behalf of the Company.

3. Prices and Quotations

3.1 The prices quoted on the Company’s written quotations are only valid for the period specified thereon. If no period is specified then the prices quoted are valid until the end of the calendar month in which the quotation was raised.
3.2 The price of the Goods will be subject to VAT at the prevailing rate and the company shall have the right to adjust its prices for any increase in costs of any kind arising for any reason after the date of the Order or Contract.

4. Payment Terms

4.1 Customers who wish to open credit facilities shall apply in writing to the Company quoting the credit limit required and the details of two trade references and one Bankers reference.
4.2 The Company retains the right to decline any application for credit facilities without giving any reason.
4.3 Credit accounts are subject to settlement by the Customer within 30 calendar days from date of invoice.
4.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, all sums owed to the Company by the Customer, whether on any account whatsoever or otherwise, shall immediately become due and payable in full and the Company shall be entitled to:
4.4.1 cancel the Order or Contract or suspend any further deliveries to the Customer;
4.4.2 appropriate any payment made by the Customer to such of the Goods (or Goods supplied under any other contract between the Company and the Customer) as the Company may think fit (not withstanding any purported appropriation by the customer); and
4.4.3 charge the Customer interest (both before and after any judgement) on the amount unpaid at such rate as may be permitted by law from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
4.5 If the Customer has no credit account the Company will accept payment from the Customer by cash, cheque, bank transfer, or letter of credit, and, subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled to payment from the Customer for the price of the Goods either:-
4.5.1 Upon the giving of the quotation or,
4.5.2 Upon collection of the Goods by the Customer or,
4.5.3 Upon delivery of the Goods to the Customer.
4.6 The time for payment of the price shall be the essence of the contract and the Company shall be entitled to sue for the price of the Goods, notwithstanding that delivery may not have taken place or that the property in the Goods has not passed to the Customer.
4.7 Cheques should be made payable to Essex Lighting.
4.8 Where a cheque is offered by the Customer in payment for Goods, the Company reserves the right to delay the dispatch of the Goods pending the clearance of that cheque.
4.9 The Customer shall not withhold payment on account of any claim the Customer may have against the Company.

5. Risk and Delivery

5.1 Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer’s agent whoever pays his charges) at the company’s premises or other delivery point agreed by the Company and risk in the goods passes when they are delivered to the Customer.
5.2 Where Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the installments in accordance with these Conditions or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the Order or Contract as a whole as repudiated. 
5.3 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from the delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Order or Contract.
5.4 Any dates quoted by the Company for delivery are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.
5.5 If the Customer fails to take delivery of the Goods or any part of them on the due date and fails to provide any instructions, documents, licences, consents or authorizations required to enable the Goods to be delivered on the due date, the Company shall be entitled, upon giving written notice to the Customer, to:
5.5.1 store or arrange for the storage of Goods, and then risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from its failure.
5.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Order or Contract or charge the Customer for any shortfall below the price under the contract.
5.6 The Customer shall:
5.6.1 check all Goods delivered by or on behalf of the Company and sign the delivery note for the Goods at the time of delivery;
5.6.2 mark any discrepancies between Goods ordered and Goods delivered on the delivery note prior to signing; and
5.6.3 refuse any Goods found to be damaged and mark the delivery note accordingly. Any claims over damaged Goods or discrepancies between the Goods listed on the advice note and the Goods delivered to the Customer must be submitted to the Company within two days of delivery, failing which the Company cannot accept liability. The submission of a claim within this time limit does not necessarily mean that the Company will accept liability in relation to such a claim. A delivery note signed ‘unexamined’ is not sufficient to uphold a claim.
5.6.7 The Company shall not be liable for any loss resulting from the Customer’s failure to comply with the requirements, conditions or regulations of the Post Office or an independent carrier appointed to transport the Goods.

6. Retention of Title

6.1 The Customer acknowledges that before entering into an agreement for the purchase of any Goods from the Company he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or, being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, administrative receiver, or liquidator, to petition for winding-up of the company or exercise any other rights over or against the Customer’s assets.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the Company shall remain sole and absolute owner of the Goods until such time as the Customer shall have paid to the Company the agreed price.
6.3 In order to protect the Company’s interest in Goods for which payment in full has not been received, the Customer shall, if called upon to do so, register a charge in favour of the Company on such Goods or a floating charge in favour of the Company on the Customer’s business.
6.4 Until such time as the agreed price shall have been paid to the Company the Customer acknowledges that he is in possession of Goods solely as bailee for the Company.
6.5 Until such time as the Customer has paid to the Company the agreed price the Customer will keep the Goods separately from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of it’s business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in case of tangible proceeds, properly stored, protected and insured.
6.6 Until such time as the Customer has paid to the Company the agreed price (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company 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. 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 the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

7. Warranties and Liability

7.1 The Company gives no guarantee or warranty in respect of Goods supplied by the Company in addition to that given by the manufacturer of such Goods, and accepts no liability and gives no warranty in relation to defects in such Goods, and in particular, but without prejudice to the generality of the foregoing, the Company does not accept any liability in respect of fitness for purpose, quality of merchantability of such Goods, whether express or implied, statutory or otherwise.
7.2 All descriptions, weights and dimensions issued by the Company are approximate only and are intended only to present to indending Customers a general description of the Goods to which they refer, and no warranties or representations are given or should be inferred therefrom.
7.3 The Company does not accept liability for failure to comply with any standards or regulations required by law (“the Legal Requirements”) in respect of Goods supplied by the Company or for indirect or consequential loss or damage arising from such goods.

8. Returns

8.1 No Goods may be returned by the Customer without prior written consent from the Company.
8.2 The Company reserves the right to make a re-stocking or handling charge to the Customer if Goods are returned for no good reason.
8.3 No liability can be accepted for loss of or damage to Goods returned by the Customer without the Company’s prior consent.
8.4 If there is any discrepancy between Goods advised as returned and the actual Goods received, the Company will only credit the Goods actually received.

9.     Law

9.1   These Conditions are subject to and shall be construed in accordance with English law, and the parties submit to the non-exclusive jurisdiction of the English courts.