Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE OF GOODS & SUPPLY OF SERVICES

UK & IRELAND

Effective 1st June 2024

DATA PROTECTION PRIVACY NOTICE:

Please note and make your employees, agents, customers, and other representatives aware that we will need to process their personal data in performing our obligations under this agreement. Generally, this will be contact names, email addresses and telephone numbers which are necessary to communicate details of the contract and to manage our relationship with you. This will be processed by Feilo Sylvania UK Ltd (Avis Way, Newhaven, East Sussex, UK) or one of our Affiliates and will be processed within the UK or EEA. In rare circumstances we may need to share this personal data with third parties or transfer it to one of our Affiliates outside the UK or EEA – in these circumstances we will contact you to inform you of why this is necessary. Data subjects have certain rights under the Data Protection Legislation in relation to their personal data including the right to receive a copy and the right to make a complaint at any time to the competent supervisory authority, in the UK, the information Commissioner’s Office (http://ico.org.uk/). Should you require any more information, please ask for a copy of our privacy policy.

DEFINITIONS

1.1 The following definitions shall apply to these terms and conditions:

“Affiliate” – means any one or more legal entities (i) directly or indirectly owned or controlled by Feilo Sylvania UK Ltd; (ii) directly or indirectly owning or controlling Feilo Sylvania UK Ltd; or (iii) directly or indirectly under common ownership of a legal entity with Feilo Sylvania UK Ltd. For the purposes of this definition a legal entity shall be deemed to own and/or control another legal entity if more than 50% (fifty percent) of the voting stock of the latter legal entity ordinarily entitled to vote in the meetings of the shareholders of that entity (or, if there is no such stock, more than 50% (fifty percent) of the ownership of or control in the latter legal entity) is held directly or indirectly by the owning and/or controlling legal entity;

“Business Day” – means a day other than a Saturday, Sunday, or public holiday in the country of delivery of the Goods or performance of the Services.

“Buyer” – means the party to whom the Goods or Services are supplied by Feilo Sylvania UK Ltd.

“Contract” – means the contract between Feilo Sylvania UK Ltd and the Buyer for the purchase of Goods and/or Services on acceptance by Feilo Sylvania UK Ltd of the Buyer’s Order and incorporating these Terms;

“DAP” – means Delivered At place. Where Feilo Sylvania UK Ltd covers the costs involved in main carriage but is not responsible for customs clearance.

“Data Protection Legislation” – means the UK Data Protection Legislation and any other directly applicable European Union regulations or local regulations relating to privacy, and, Data Controller, Data Processor, Data Subject, Personal Data and Process/Processing shall have the meaning given to them by the Data Protection Legislation.

“Delivery” – has the meaning given in clause 7.

“Feilo Sylvania UK Ltd” - means Feilo Sylvania UK Limited (registered office: Avis Way, Newhaven, East Sussex, UK) or its Affiliate which supplies the Goods or Performs the Services.

“Feilo Sylvania UK Ltd Software” – means any software provided under this agreement which has been created by or specifically for Feilo Sylvania UK Ltd and therefore is not third-party software. Feilo Sylvania UK Ltd Software may be embedded within the Goods, installed on the Buyer’s equipment, or hosted on Feilo Sylvania UK Ltd (or a subcontractor of Feilo Sylvania UK Ltd) and accessed over the internet and may involve any combination of these.

“Force Majeure Event” – means an event beyond the reasonable control of a party which does not relate to its fault or negligence, including, but not limited to, the following circumstances (provided in each case that such circumstance is in fact unusual and unforeseeable and beyond the sphere of influence of the party): (i) storms, floods, droughts, earthquakes or other natural disasters; (ii) epidemics or pandemics; (iii) sabotage, terrorist attacks, civil war, civil commotion, rebellion or insurrection, war, threat of war or preparation for war, armed conflict, imposition of sanctions, embargo, severance of diplomatic relations, interference with the production chain or supply chain by civil or military authorities (whether these are legal or de facto); (iv) nuclear, chemical or biological contamination; (v) building collapse, fire, explosion; (vi) cyberattacks; (vii) interruption or failure of utilities; (viii) strikes and lawful lockouts; (ix) inability to obtain or procure supplies, labour or means of transportation from a third party if such inability is caused by an event beyond the control of the third party which, if it had happened to the party, would constitute a force majeure;;

“Goods” – means the goods (i.e., finished goods or components) purchased by the Buyer from Feilo Sylvania UK Ltd in accordance with these Terms which may include software (whether embedded into the products, installed, or accessed or delivered over a network, separately or in conjunction with each other).

1.2 In these Terms, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding those term.

(e) A reference to writing or written includes emails.

“Intellectual Property” – means any patents, utility models, rights to inventions, processes and methods of performing processes, designs, copyright and related rights, software code whether embedded in the Goods or hosted by a party or third party, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), semiconductor topography rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be grated, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world and the right to enforce such protections;

“Material Breach” – means any breach which is not minimal or trivial in its consequences to Feilo Sylvania UK Ltd including the obligation to make payment.

“Non-Standard Goods - Fixtures”

(a) Variant (VR) is = Mechanical design (shape and size) already exists.

(b) Different colour painted items (depending on the Minimum Order Quantity (MOQ) of paint, or if we already use it.

(d) Cables and plugs and connectors.

(e) Different Led types (depending on the MOQ or if we already use the alternative in standard products) & min 50pcs.

(f) Driver changes (if no changes to metalwork or fit) and no MOQ issues.

(g) Different lumen package using same driver.

(h) Emergency validated in the range, and version done with kit on stock.

(i) 3rd party supplier items for emergency conversion.

“Non-Standard Goods - Special PMR lamps”

(a) Variant (VR) is = Mechanical design (shape and size) already exists.

(b) Existing technology mastered by Feilo Sylvania UK Ltd.

(d) No investment required.

(e) No design risks.

(f) Filament Colour variant.

(g) Satin coated version of an existing product.

(h) Tough coating of an existing product.

(i) Accessories (holders, clips).

“Order” – means the Buyer’s order for the Goods and/or Services as set out in the Buyer’s official documentation which must include Buyer’s name, address, and contact details.

“Price” – the prices specified in the Contract as may be amended or varied in accordance with clause 6.

“Product Specification” – means the specification relating to the Goods provided by Feilo Sylvania UK Ltd.

“Services” – means the services to be provided by Feilo Sylvania UK Ltd to the Buyer as set out in the Contract which may include installation services, bespoke design services, and the supply of continuing software support.

“Standard Goods” - A standard product is classed as any product on Feilo Sylvania UK Ltd’s UK website or in Feilo Sylvania UK Ltd catalogue. It will not have a VR code associated with the part number.

“Stock Cleanse” – Goods that have been received, invoiced, and paid in full which a Buyer wishes to return.

“Terms” – means the terms and conditions set out in this document as amended from time to time.

“UK Data Protection Legislation” means any data protection legislation from time to time in force in the UK including the Data Protection Acts of 1998 and 2018 and any successor legislation.

“Variants” – VR code for non-standard goods will be quoted/ordered but this will be transferred to a 7-digit item code upon invoicing.

CONTRACT FORMATION

2.1 In the absence of a written agreement to the contrary executed between Feilo Sylvania UK Ltd and Buyer, these Terms shall apply to every purchase of Goods or Services by Buyer.

2.2 All orders are accepted and executed on the understanding that the Buyer is bound by the following General Conditions of Sale. Where there is any inconsistency between these Terms and any conditions which the Buyer seeks to impose these Terms shall prevail.

2.3 An Order constitutes an offer by Buyer to purchase the Goods or Services in accordance with this Agreement. A Contract shall be formed at the time when the Buyer’s Order is confirmed by Feilo Sylvania UK Ltd by way of an order acknowledgement or when Feilo Sylvania UK Ltd commences the supply of the Goods, or the performance of the Services detailed in an Order. Each accepted Order will be deemed to create a separate binding Contract incorporating these Terms. Nothing will oblige Feilo Sylvania UK Ltd to accept any Order.

2.4 These Terms apply to the purchase of Goods or Services to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any terms and conditions proposed by Buyer or contained or referred to in any order or other communication sent by Buyer are expressly rejected by Feilo Sylvania UK Ltd and waived by Buyer.

2.5 No waiver, alteration, or modification of any of the provisions of the contract shall be binding on Feilo Sylvania UK Ltd unless in writing signed by one of its Directors.

2.6 All catalogues, Product Specifications, price lists or similar documents prepared by Feilo Sylvania UK Ltd are exclusively for information purposes and shall not be deemed to constitute an offer. Feilo Sylvania UK Ltd is of the opinion that these documents are complete and correct at the time of going to press. However, Feilo Sylvania UK Ltd does not warrant that these documents are complete or free of errors. Although every effort has been made to ensure the accuracy in the compilation of the technical detail within this publication, specifications and performance data are constantly changing. Feilo Sylvania UK Ltd accepts no responsibility for damage resulting from measurement errors, descriptions, recommendations for use based on such documents or the like.

2.7 These Terms supersede any previous terms and conditions or agreements.

PRODUCT SPECIFICATION, WARRANTY AND FEILO SYLVANIA UK LTD’S LIABILITY FOR DEFECTS

3.1 Feilo Sylvania UK Ltd warrants that the Goods shall be free from any charges, mortgages, liens, or other such third-party rights.

3.2 Unless expressly stated in a Contract, any Product Specifications or catalogue descriptions are for guidance only. Feilo Sylvania UK Ltd shall be entitled to make any changes to the Product Specification without prior written notification to Buyer where such changes are required to conform with any UK legislation. Otherwise, Feilo Sylvania UK Ltd shall be entitled to make changes to the design and composition of the Goods where such changes will not have a material impact on the performance or compatibility of the Goods.

3.3 Buyer shall be responsible for the selection and suitability of the Goods for any particular purpose and no warranty or representation is given by Feilo Sylvania UK Ltd in this regard.

3.4 Save in respect of software, where there is any defect to the Goods identified within the period and under the conditions defined in the prevailing Feilo Sylvania UK Ltd Warranty Policy, Feilo Sylvania UK Ltd shall, at Feilo Sylvania UK Ltd’s sole discretion, repair or replace the defective Good or refund the Price of the defective Good to the Buyer and this shall be the Buyer’s sole remedy in this regard. Except the warranty defined in the Feilo Sylvania UK Ltd Warranty Policy, no statutory or implied warranty is provided. Starting date of warranties shall be the date of delivery as per the invoice of Feilo Sylvania UK Ltd to the first buyer.

3.5 Feilo Sylvania UK Ltd shall not be liable for any defects or damage to the Goods where these are due to (i) drawings, designs or specifications requested or supplied by the Buyer; (ii) storage, handling, installation or use of the Goods otherwise than in accordance with Feilo Sylvania UK Ltd’s instructions; (iii) any installation, commissioning, modification or attempted repair of the Goods by the Buyer or a third party acting on the Buyer’s behalf; (iv) normal wear and tear (including any consumables or other components of an expendable nature) or cosmetic damage; or (v) Goods sold “refurbished” or “as is”, or in any case the warranty is otherwise excluded in the prevailing Feilo Sylvania UK Ltd Warranty Policy.

3.6 Where required for inspection, Feilo Sylvania UK Ltd will arrange collection of the defective Goods. Where this is not possible or where the Buyer requests a site visit for in-situ inspection, such inspection shall be deemed a Service and the relevant provisions of clause 4 will apply. Where any Goods or Services are found not to be defective Feilo Sylvania UK Ltd shall have the right to charge a reasonable fee for any work undertaken or site visits.

3.7 Feilo Sylvania UK Ltd will use reasonable endeavours to procure the transfer to the Buyer of any manufacturer warranty and where the manufacturer consents to the transfer of such warranty, Feilo Sylvania UK Ltd shall have no liability thereunder.

3.8 Unless agreed otherwise, the Buyer shall only be entitled to resell the Goods in the territory specified in the Contract or (where no territory is specified) the country in which delivery takes place, and the Buyer shall impose an identical obligation on its own customers. Buyer shall indemnify Feilo Sylvania UK Ltd in full against any claims for import/export controls, taxes, duties, customs, fees, third party Intellectual Property Right claims, third party distribution rights claims or any other claim received by Feilo Sylvania UK Ltd in respect of any breach of this clause 3.8.

3.9 Buyer will not re-name, re-package or in any other way modify the Goods or remove any names, logos, warning notices, compliance notices, symbols, or instructions from the Goods.

3.10 Where Feilo Sylvania UK Ltd informs the Buyer that any Goods are subject to recall or withdrawal, Buyer shall fully cooperate and shall provide all such assistance as Feilo Sylvania UK Ltd may require. Buyer shall keep accurate books and records to ensure the traceability of the Goods in case of product recall.

3.11 Save as provided for in these Terms or a Contract, all warranties and conditions implied by law are to the fullest extent excluded.

3.12 This clause 3 shall survive termination of the Agreement.

3.13 In case of discrepancy between the present Terms and Conditions and the Feilo Sylvania UK Ltd Warranty Policy, in the question of warranties the Feilo Sylvania UK Ltd Warranty Policy shall be applicable.

SERVICES

4.1 Feilo Sylvania UK Ltd warrants that the Services will be performed with reasonable care and skill and in accordance with all applicable statutory and regulatory requirements. Feilo Sylvania UK Ltd will use reasonable endeavours to perform the Services on the dates or within the timescales specified and Buyer shall only be able to request delay or changes to such performance dates or timescales with the consent of Feilo Sylvania UK Ltd and - where the Buyer has requested such delay or changes within 10 Business Days of the commencement of the Performance - Feilo Sylvania UK Ltd shall be entitled to charge the Buyer under clause 4.15.

4.2 Feilo Sylvania UK Ltd shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Feilo Sylvania UK Ltd shall notify the Buyer in any such event.

4.3 Feilo Sylvania UK Ltd shall be entitled to subcontract performance of the services to any third party and the Buyer shall afford such subcontractor the same rights and assistance as if the subcontractor were Feilo Sylvania UK Ltd. References to Feilo Sylvania UK Ltd in this clause 4 shall also be construed as references to any subcontractor or any of Feilo Sylvania UK Ltd’s personnel.

4.4 The Buyer shall not postpone performance of the Services except with the prior written consent of the Feilo Sylvania UK Ltd. Where Feilo Sylvania UK Ltd agrees to postpone performance of the Services at the request of the Buyer, Feilo Sylvania UK Ltd is discharged from performing the Services where, to the extent, and for so long as the Buyer has requested to postpone the Services and Feilo Sylvania UK Ltd shall be entitled to charge the Buyer for the reasonable costs in connection with the postponement.

4.5 The Buyer may request that the Services be provided to the Buyer’s customer. Any such request shall be at the sole discretion of Feilo Sylvania UK Ltd. Where Feilo Sylvania UK Ltd agrees to provide the Services to the Buyer’s customer, the Buyer shall procure that its customer complies with the Buyer’s obligations under this clause 4 and any references to the Buyer shall be construed as references to the Buyer’s customer. Any such request by the Buyer shall not release the Buyer of its obligations as primary obligor under a Contract.

4.6 Where the Services are to be provided at the site of the Buyer, the Buyer shall procure safe access to the site and any equipment (including personal protective equipment), services or utilities as may be reasonably requested by Feilo Sylvania UK Ltd and comply with any reasonable instruction of Feilo Sylvania UK Ltd to facilitate performance of the Services. Furthermore, the Buyer shall provide or arrange for the provision of adequate working space and office (including telephone and WIFI) facilities for use by Feilo Sylvania UK Ltd’s personnel.

4.7 Feilo Sylvania UK Ltd shall provide installation services on the Site of the equipment supplied by Feilo Sylvania UK Ltd in accordance with the provisions of the "Installation Services" annex to these Terms.

4.8 Where the Buyer has any health, safety, or security requirements it shall make Feilo Sylvania UK Ltd aware of these prior to Feilo Sylvania UK Ltd accessing the site, and Feilo Sylvania UK Ltd shall use its reasonable endeavours to comply with these.

4.9 Buyer shall undertake a full risk assessment of the site and shall provide the same to Feilo Sylvania UK Ltd not less than 5 Business Days prior to Feilo Sylvania UK Ltd’s attendance on site. Where the Buyer is aware of any obstacles or hazardous materials on site it shall draw these to Feilo Sylvania UK Ltd’s attention and shall always ensure that Feilo Sylvania UK Ltd is not exposed to any hazardous materials or environments for which it could not reasonably have been prepared. Buyer shall not under any circumstances expose Feilo Sylvania UK Ltd to any asbestos-based materials and warrants and represents that it has undertaken an asbestos survey and prepared an asbestos management plan.

4.10 The Buyer shall not do anything nor request or instruct Feilo Sylvania UK Ltd to undertake any actions or cease to undertake any actions which if undertaken or ceased could pose a risk to the health, safety, or existence of any person.

4.11 The Buyer shall ensure that it has obtained such permits, licences, permissions, authorisations or consents as may be necessary for Feilo Sylvania UK Ltd to perform the Services.

4.12 Where in performing the Services Feilo Sylvania UK Ltd brings on site its own tools and equipment, the Buyer shall ensure the safety and security of such tools and equipment and shall for the duration of the performance of the Services insure the same.

4.13 Buyer shall always during the performance of the Services have, maintain, and do nothing to invalidate public liability insurance to the value of £5million.

4.14 Where there is any defect in the Services identified within 12 months of the commencement of the performance of the Services, Feilo Sylvania UK Ltd shall, at Feilo Sylvania UK Ltd’s sole discretion, re-perform the Services or refund a respective proportion of the Price and this shall be the Buyer’s sole remedy in this regard.

4.15 Where the Services include design services, the Buyer shall within 7 days of a proposal or design prepared by Feilo Sylvania UK Ltd, confirm acceptance of the proposal or design or give reasons for its redesign or rejection. In the absence of any acceptance or rejection within that 7-day period, Feilo Sylvania UK Ltd shall be entitled to treat the proposal or design as accepted. Buyer shall solely be responsible for ensuring that the designs meet any particular purpose, and Feilo Sylvania UK Ltd gives no warranty or representation in this regard.

4.16 The Buyer may, by written notice to Feilo Sylvania UK Ltd request a variation to the scope of the Services. In the event that Feilo Sylvania UK Ltd agrees to any variation to the scope of the Services, the Price shall be subject to fair and reasonable adjustment to be agreed in writing between the Buyer and Feilo Sylvania UK Ltd.

4.17 The failure of the Buyer to provide complete, accurate and true instructions to Feilo Sylvania UK Ltd within a timely fashion shall allow Feilo Sylvania UK Ltd at Feilo Sylvania UK Ltd’s option to suspend performance of the Services or to treat its obligations under the Contract as discharged. Where the Buyer gives any information to Feilo Sylvania UK Ltd, the Buyer warrants that such information is complete, accurate and true and acknowledges that Feilo Sylvania UK Ltd is entitled to rely upon this. Where such information subsequently proves to be false, inaccurate, or incomplete and this causes Feilo Sylvania UK Ltd additional work to adapt the Services, Feilo Sylvania UK Ltd shall be entitled at its option to charge for such additional work or to treat its obligations under the Contract as discharged.

4.18 Where Feilo Sylvania UK Ltd is unable to gain access to the site or where Feilo Sylvania UK Ltd determines that it would not be safe to perform the Services or where Feilo Sylvania UK Ltd is for any reason outside of its reasonable control unable to perform the Services (including but not limited to where Feilo Sylvania UK Ltd has required the Buyer to perform any preparatory work at the site to an acceptable standard), Feilo Sylvania UK Ltd’s obligations to perform the Services shall be suspended until such time as the reason for the suspension is resolved and Feilo Sylvania UK Ltd shall be entitled to charge the Buyer for its time for the duration of the suspension and for any return to site.

4.19 Within five (5) days after notice to the Buyer of finalization of Services on-site, the Buyer shall check and test the Service set-up installed by Feilo Sylvania UK Ltd and, notify Feilo Sylvania UK Ltd of any defect, in the absence of which the Buyer will be deemed to have accepted the Service set-up five (5) days after notice.

4.20 Where the Services include the introduction by Feilo Sylvania UK Ltd to the Buyer of any third-party financial assistance, any agreement between the Buyer and such third party shall be entirely separate from any Contract. Feilo Sylvania UK Ltd offers no warranty or representation as to the suitability of such finance agreement and Buyer enters into any such agreement entirely of its own free will and investigation. Any Contract shall not be conditional upon the terms of any finance agreement and any Contract shall continue to remain in full force regardless that the Buyer is unwilling or unable to agree the terms of a finance agreement.

4.21 The Buyer shall indemnify and hold harmless Feilo Sylvania UK Ltd against all losses, damages, penalties, fines, costs, and expenses (including legal expenses) incurred by Feilo Sylvania UK Ltd arising directly or indirectly out of any breach by the Buyer of this clause 4.

SOFTWARE AND SMART PRODUCTS

5.1 Where any software is provided either as part of the Goods or the Services, Feilo Sylvania UK Ltd hereby grants to or shall seek to obtain for the Buyer a grant of a licence to use the software by the manufacturer. Buyer shall only use the software in accordance with the terms of such licence and will indemnify Feilo Sylvania UK Ltd against any breach of the licence. If an approval of an end user license agreement is required, Buyer shall approve or shall cause the end user to approve the conditions of such agreement. Buyer (end user) shall always comply with the terms of such agreement. In case of any discrepancy between the terms of such agreement and the Terms and Conditions herein, the end user license agreement shall apply in the given term in regard with the software, provided it is not at the disadvantage of Feilo Sylvania UK Ltd. Any software is licensed and not sold: no intellectual property is assigned or otherwise transferred to the Buyer or the end user. Any such software will be Intellectual Property for the purposes of clause 20.

5.2 The Buyer agrees and acknowledges that certain Bluetooth modules used in the Goods have not been activated when such Goods are delivered. Buyer further agrees and acknowledges that before such Bluetooth modules may be activated the modules must be qualified and declared in accordance with all applicable Bluetooth SIG requirements (or other similar requirements) and allocated a Qualified Design Identification Number (the “Requirements”). The Buyer shall give Feilo Sylvania UK Ltd two weeks’ prior written notice of any request for activation and upon receiving such notice Feilo Sylvania UK Ltd shall use commercially reasonable endeavours to fulfil the Requirements. The Buyer agrees that it shall not proceed with activation unless the Requirements have been met.

5.3 Unless specifically set forth by Feilo Sylvania UK Ltd or the third party manufacturer in writing, any and all software and its documentation provided by Feilo Sylvania UK Ltd, whether Feilo Sylvania UK Ltd Software or third party software, is supplied “as is”, without any warranty, including, without limitation, the implied warranties of performance, merchantability, accuracy, completeness, fitness for a particular purpose, and non-infringement with respect to the software and accompanying written materials. Notwithstanding, the foregoing exclusion shall not exonerate Feilo Sylvania UK Ltd from its warranty obligations as per Section 3.4 regarding any product exhibiting total failure or any component exhibiting significant malfunction because of the defect of the embedded software.

5.4 Notwithstanding the provisions of clause 5.3, where the software is Feilo Sylvania UK Ltd Software, Feilo Sylvania UK Ltd warrants that it is free from Trojans, viruses, or other malicious code.

5.5 The Buyer shall ensure that it has appropriate backup, security and virus-checking procedures in place for any computer facilities Feilo Sylvania UK Ltd requires access to (on site or remotely) in order to carry out the Services. The Buyer is responsible for the protection of its systems to prevent hacking of Feilo Sylvania UK Ltd’s systems through its own system.

5.6 Feilo Sylvania UK Ltd excludes any and all liability for any privacy breach or breach of law where the Goods or Feilo Sylvania UK Ltd Software are operated by the Buyer outside the prevailing terms of use or against the data privacy requirements or other legal requirements applicable to the use of the Goods or Feilo Sylvania UK Ltd Software in the place where Feilo Sylvania UK Ltd Software or the Goods are used (such as the prevailing data privacy act or applicable laws on security camera operation).

5.7 Save where specifically provided, Feilo Sylvania UK Ltd does not offer any guarantee of compatibility with Buyer’s own software, systems, networks, or connections or of any network or reception availability and the Buyer should satisfy itself of the same prior to Contract.

5.8 Where Feilo Sylvania UK Ltd or third party issues any update or patch, the Buyer will install such update as soon as reasonably possible and acknowledges that where it fails to do so, Feilo Sylvania UK Ltd Software may not work in accordance with any stated Specification and that Feilo Sylvania UK Ltd may not be able to provide the support services, however this shall not alleviate the Buyer of its obligation to pay for such Services.

5.9 Feilo Sylvania UK Ltd shall use reasonable endeavours to ensure that Feilo Sylvania UK Ltd Software is available for use twenty-four hours a day, seven days a week save for any maintenance work, however, Feilo Sylvania UK Ltd does not provide any guarantee of uptime or availability.

5.10 Where the software generates any data, no warranty is given as to the accuracy, completeness, or reliability of such data or that the software will generate any data at all.

5.11 Where the software relies on the Buyer uploading any data, Buyer warrants and represents that such data will not include any Trojan, virus, or other malicious data, nor be so excessive as to reduce capacity or access to any systems or network by Feilo Sylvania UK Ltd or to Feilo Sylvania UK Ltd for other users.

5.12 Where the Buyer uploads or transfers data to Feilo Sylvania UK Ltd, the Buyer shall be responsible for creating and maintaining a backup of the data. Feilo Sylvania UK Ltd shall not be responsible for any loss or corruption of data and the Buyer’s sole and exclusive remedy against Feilo Sylvania UK Ltd shall be for Feilo Sylvania UK Ltd to use commercially reasonable endeavours to restore lost or corrupted data.

5.13 Buyer warrants and represents that it shall only use the software in accordance with applicable law, including but not limited to the Data Protection Legislation.

5.14 Buyer acknowledges that certain software functions will only work with certain placements or configurations of Goods and that any changes made to these may cause the software to fail or malfunction or otherwise limit the functionality of the software and the warranties shall not apply where these changes are made by any person other than Feilo Sylvania UK Ltd (or a third party appointed by Feilo Sylvania UK Ltd)

5.15 Feilo Sylvania UK Ltd reserves the right to suspend or disable access to the software at any time and the warranties, if any, shall not apply where:

(a) The Buyer is in breach of the terms of any licence.

(b) There are any amounts outstanding from the Buyer whether under a Contract or otherwise.

(c) The Buyer introduces any Trojan, virus, or malicious code into the software or onto any system or network controlled by Feilo Sylvania UK Ltd.

(d) The Buyer is required to transfer any data to Feilo Sylvania UK Ltd ’s system and there is any delay or interruption to such transfer.

(e) The Buyer fails to install any update or patch in accordance with Feilo Sylvania UK Ltd’s instructions.

(f) The Buyer attempts to decompile, reverse engineer, or otherwise alter the software; use the software with incompatible software, operating systems, networks, connections, hardware, or products or otherwise than in accordance with any instructions or manuals

(g) The Buyer is in breach of clauses 5.1, 5.14 or 21; or

(h) The Buyer uses the software for any illegal, immoral, or obscene purposes or to threaten, harass or spam any other person.

(i) The third-party manufacturer disables access or refuses warranty services based on the breach of the end user license agreement or other terms of the manufacturer by the Buyer or end user.

5.16 The license for the Buyer or the end user, unless otherwise set forth by Feilo Sylvania UK Ltd or the software manufacturer in writing, includes usage of the software for the ordinary operation of the Good or Service where the software is embedded. Where any Feilo Sylvania UK Ltd Software is provided with limits to the number of authorised users, the Buyer will not share usernames or passwords such that the number of users who could access the Feilo Sylvania UK Ltd Software exceeds the number of authorised users.

5.17 Where the Services include support services, these will be provided remotely by Feilo Sylvania UK Ltd from Feilo Sylvania UK Ltd’s premises and during Feilo Sylvania UK Ltd ’s normal working hours.

PRICE

6.1 Unless otherwise agreed in-writing all orders shall be executed subject to prices and any relevant discounts ruling at the date of despatch. The orders shall be accepted subject to a revision of prices in the event of increases in the cost of materials, wages or other circumstances arising before despatch. Any price list of Feilo Sylvania UK Ltd, whether published or not shall not affect the right of Feilo Sylvania UK Ltd to charge for goods in accordance with this clause.

6.2 The Price of the Goods or the Services shall be the price and currency agreed in writing by the Buyer and Feilo Sylvania UK Ltd. Where any Contract is for longer than one year the Price shall be subject to annual review on the anniversary of the date of the Contract.

6.3 Price is exclusive of amounts in respect of value added tax ("VAT"), and unless otherwise agreed or communicated by Feilo Sylvania UK Ltd, any import customs, import duties, product fees, or duties and fees related with WEEE (Waste Electrical and Electronic Equipment), Extended Producer Responsibility, or any other environmental duties, which shall be the liability of the Buyer. Unless otherwise agreed or communicated by Feilo Sylvania UK Ltd, Buyer shall be responsible for all registry, reporting and other tasks related with the import to the given country regarding all authorities, including WEEE authorities.

6.4 All orders received will be checked and validated by Feilo Sylvania UK Ltd sales office, any incorrect prices, will be notified to the Buyer and an amended purchase order will be required before processing.

6.5 If any changes to the accepted order is required, a new quote will be issued, and priced according to the changes requested.

6.6 A new/amended order will be required for the changes to the original order. The delivery time for the new/amended order will be determined from the new/amended order date.

6.6 Pricing is as agreed between Feilo Sylvania UK Ltd and the Buyer. The price along with the Feilo Sylvania UK Ltd’s item code should always be quoted when placing an order with us. This will ensure a prompt processing of orders as our business system has your pre-programmed pricing.

6.7 Any quotation containing variants (VR) to our standard products, must be ordered in full to retain the agreed price within the validity period of the quote. If quantity reduction is required, a new quote and price will be issued.

6.8 Any variants orders are subject to individual cost analysis.

6.9 Any quotation will be valid for 1 calendar month from the date of the quote.

6.10 Where the cost of raw materials increases by more than 5% over that at the date of the Order or there is an increase in employment or other production costs by more than 5%, the Price shall increase proportionately.

6.11 Unless otherwise agreed, Prices are carriage and packaging paid all together for unit deliveries with a minimum net value of 200 GBP (excluding VAT) or equivalent one time per project. Any order under this amount excluding VAT will incur a delivery charge; Any subsequent deliveries per project will incur additional delivery charge. All requests for special logistics services (special packaging, shipment outside the EMEA region) will be subject to an additional quote. Any request for delivery to a third party will be subject to an additional charge.

DELIVERY

7.1 Feilo Sylvania UK Ltd will endeavour to meet our Buyer’s requested delivery dates. In the event Feilo Sylvania UK Ltd is unable to meet the requested date, all delivery dates will be best effort and are subject to material and shipping availability.

7.2 Dates communicated or acknowledged by Feilo Sylvania UK Ltd are approximate only, and Feilo Sylvania UK Ltd will not be liable for, nor will Feilo Sylvania UK Ltd be in breach of its obligations to the Buyer, for any delay in delivery, provided that Feilo Sylvania UK Ltd shall use commercially reasonable efforts to meet such dates. In the event of delay, Feilo Sylvania UK Ltd shall use commercially reasonable efforts to deliver the Goods within a period that is reasonably needed given the cause of the delay, failing which the Buyer's sole and exclusive remedy will be to cancel the purchase order for undelivered Goods.

7.3 The Buyer is responsible for all information, orders, instructions, materials, and actions provided or performed by the Buyer directly or by third parties engaged by the Buyer (excluding subcontractors of Feilo Sylvania UK Ltd) in connection with the delivery by Feilo Sylvania UK Ltd of any Goods. Feilo Sylvania UK Ltd will be entitled to rely on the accuracy and completeness of all information furnished by the Buyer. Upon request of Feilo Sylvania UK Ltd, the Buyer shall promptly provide any other information, services or support under the Buyer's control and relevant to the performance by Feilo Sylvania UK Ltd under the contract.

7.4 Any delays in delivery, or in the case of contract for delivery by installments, shall not give rise to any liability by Feilo Sylvania UK Ltd either direct or indirect. All deliveries dates will be best effort.

7.5 Deliveries must be taken in full, Feilo Sylvania UK Ltd do not accept cherry picking of deliveries.

7.6 Unless agreed otherwise, Products will be delivered ‘Delivered at place’ (DAP) – Feilo Sylvania UK Ltd shall perform Services at the location(s) agreed in the Agreement. Dates communicated or acknowledged by Feilo Sylvania UK Ltd are best effort only. Feilo Sylvania UK Ltd will not be liable for, nor will Feilo Sylvania UK Ltd be in breach of its obligations to the Buyer, for any delay in delivery or performance, if Feilo Sylvania UK Ltd use commercially reasonable efforts to meet the request.

7.7 Minor defects will not prevent, delay, or suspend acceptance by the Buyer.

7.8 Any claim for loss, damage, shortfall, or failure in delivery must be advised to Feilo Sylvania UK Ltd in-writing within 72 hours of the time of the receipt of delivery by Feilo Sylvania UK Ltd or Feilo Sylvania UK Ltd’s carrier. If no claim is made within 72 hours of receipt of delivery, acceptance of delivery of the correct quantity will be deemed to have occurred. Feilo Sylvania UK Ltd shall be entitled to inspect any Goods which it is claimed were damaged on or before delivery and where it is identified that the Goods were damaged on or prior to delivery shall be entitled at its own option to repair or replace the damaged Goods or refund the Price for the damaged Goods. Minor defects will not prevent, delay, or suspend acceptance by the Buyer.

7.9 The Parties may agree that in case of the provision of Services within the framework of a project – as specified in the agreement between Feilo Sylvania UK Ltd and the Buyer - the first delivery (i.e. shipment and packaging) of Goods per project shall be offered to the Buyer free of charge. For the avoidance of doubt, any request for delivery to a third party will be subject to an additional charge.

7.10 The goods are at the Buyer’s risk from the time of delivery.

7.11 Delivery takes place either:

(a) At Feilo Sylvania UK Ltd premises at time of loading, (if you, the Buyer is collecting them or arranging your own carriage).

(b) At the Buyer’s premises or address specified by you (if we are arranging carriage) that has been previously agreed by Feilo Sylvania UK Ltd.

7.12 Any deliveries attempted by Feilo Sylvania UK Ltd’s, and its partners which are unsuccessful due to a Buyer error, 100% of the costs incurred will be charged to the Buyer.

7.13 Buyer bringing forward the requested delivery date:

(a) Any delivery date amendments requested by the customer, must be sent via email to: orders.uk@sylvania-lighting.com.

(b) Feilo Sylvania UK Ltd’s Customer Support Team will respond to the request via email and advise of the next best effort dates to meet the request at Feilo Sylvania UK Ltd’s discretion.

(c) In the event the Buyer requests bringing forward their requested delivery date, then the requested change will be best effort only, and at the discretion of Feilo Sylvania UK Ltd.

(d) Any associated costs which are a result of bringing the request date forward, will be passed onto the Buyer but will be advised before confirmation by Feilo Sylvania UK Ltd Customer Support Team.

7.14 Buyer delaying the requested delivery date:

(a) Any delivery date amendments requested by the customer, must be sent via email to: orders.uk@sylvania-lighting.com.

(b) Feilo Sylvania UK Ltd’s Customer Support Team will respond to the request via email and advise if the delay in request date can be met.

7.15 If the requested delivery date delay is declined by Feilo Sylvania UK Ltd, then the Buyer must take delivery as originally agreed, or arrange storage either at our own works or elsewhere on the Buyer's behalf at a cost of 3% on the outstanding order value per month.

7.16 All charges incurred by Feilo Sylvania UK Ltd because of such delay including storage and insurance shall be payable by the Buyer of 3% on the outstanding order value per month.

7.17 If the Buyer or an agent for the Buyer rejects the delivery for any reason, all associated costs incurred will be passed on to the Buyer. This will also incur storage and insurance costs payable by the Buyer of 2% on the outstanding order value per month.

7.18 Storage and insurance cost will be payable until the delivery has been successful, or storage arrangements have been made by the Buyer elsewhere at the Buyer’s costs.

7.19 Feilo Sylvania UK Ltd will always endeavour to meet our Buyer’s requested delivery dates. In the event Feilo Sylvania UK Ltd is unable to meet the requested date, all delivery dates will be best effort and are subject to material and shipping availability.

7.20 Where possible, if a next day delivery service is required – costs and feasibility will be discussed between the Buyer and Customer Support Team at Feilo Sylvania UK Ltd at the time of the request (refer to 11.1).

7.21 Direct to site

(a) If direct to site is requested by the Buyer, a form will be provided by Feilo Sylvania UK Ltd which must be completed.

(b) Any direct to site request will be subject to additional charges which will be advised prior to acceptance of the delivery request by the Customer Support Team at Feilo Sylvania UK Ltd

(c) Completion of this form is mandatory, and if accepted by Feilo Sylvania UK Ltd Customer Support Team will become a legally binding contract. If direct to site deliveries are accepted by Feilo Sylvania UK Ltd and the delivery fails due to a Buyer error, 100% of the costs incurred will be charged to the Buyer.

7.22 Deliveries against order schedules

(a) Feilo Sylvania UK Ltd will endeavour to meet our Buyer’s requested delivery dates. In the event Feilo Sylvania UK Ltd is unable to meet the requested date, all delivery dates will be best effort and are subject to material and shipping availability.

(b) The cancellation request will only be for items not yet delivered. Any products already delivered will not be considered for return.

(d) Feilo Sylvania UK Ltd’s Customer Support Team will respond to the request in-writing via email and advise if the cancellation has been accepted

(e) Any decisions will be made at Feilo Sylvania UK Ltd’s discretion.

(f) If Feilo Sylvania UK Ltd do accept cancellation of the contract, the Buyer can have no further claim against Feilo Sylvania UK Ltd under that contract either directly, indirectly, or consequential loss, or increase in the price of the goods.

(g) If the Buyer accepts delivery of the goods after the estimated delivery time, it will be on the basis that the Buyer will have no claim against Feilo Sylvania UK Ltd for the delay (including indirect or consequential loss or increase in the price of the goods).

(h) Feilo Sylvania UK Ltd may deliver the goods in installments. Each installment is treated as a separate contract.

(i) Feilo Sylvania UK Ltd may decline to deliver if Feilo Sylvania UK Ltd believe that it would be unsafe, unlawful, or unreasonable difficult to do so; or the premises (or the access to them) are unsuitable for the carrier’s vehicle.

PASSING OF RISK AND TITLE

8.1 The Goods shall remain the sole and absolute property of Feilo Sylvania UK Ltd until such time as the Buyer has paid the price in full without set-off or deduction. Until such time, the Buyer holds the goods as bailee for Feilo Sylvania UK Ltd and all liability for goods are on the Buyer. The Buyer will store the Goods on its premises in a suitable and safe manner and, separately from the Buyer’s own goods or those of any other person and in a manner which makes them readily identifiable as Feilo Sylvania UK Ltd’s Goods. The Buyer grants Feilo Sylvania UK Ltd the right of entry onto any premises where the Goods are stored to recover possession.

8.2 Where Feilo Sylvania UK Ltd grants the Buyer the right to sell the Goods before title has passed to the Buyer, the Buyer does so as bailee of Feilo Sylvania UK Ltd and the entire proceeds of sale thereof are held in trust for Feilo Sylvania UK Ltd.

PAYMENT

9.1 The terms of payment shall be as stated in the offer letter and in the absence of any such terms, payment is due within the Buyer’s standard terms of payment which may be required prior to delivery. Where the Buyer is using a third-party finance provider, the Buyer shall do all things necessary to procure that the finance partner makes payment on time as agent for the Buyer, including the issue of any certificate of acceptance. Nothing within any finance agreement shall affect the payment terms hereunder and the Buyer shall remain primarily liable for all its obligations under each Contract.

9.2 The terms of payment shall be as stated on our invoices and the Buyer shall strictly adhere to such terms.

9.3 Failure to pay within the standard terms of payment may result in legal action being taken against the Buyer.

9.4 Feilo Sylvania UK Ltd reserves the right to withhold the supply of goods which have been accepted on order in those instances where there is reason to believe that payment for the goods would not be forthcoming within these terms of trading if goods were supplied.

9.5 Where a contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery, or part, shall be made as if the same constituted a separate Contract.

9.6 Feilo Sylvania UK Ltd reserves the right to charge interest on overdue accounts at the rate of 10% per annum above HSBC Bank PLC basic rate.

9.7 Invoice Disputes:

(a) No claim in respect of invoice disputes will be considered unless Feilo Sylvania UK Ltd is advised in-writing via email to uk.debits@sylvania-lighting.com, within 5 working days of the Buyer’s receipt of the invoice.

(b) Failure to provide invoice dispute information within the specified period, will result in your claim being rejected.

(c) The full value of the invoice must not be with-held for payment. The query amount may be with-held with the balance of the invoice being paid in full. Failure to comply can lead to your account being placed on suspend and any pending orders being with-held until payment of the non-disputed amount is received in full.

(d) Once a dispute has been resolved, any outstanding balance must be paid to Feilo Sylvania UK Ltd within 14 days.

9.8 Terminations of accounts:

(a) Feilo Sylvania UK Ltd shall reserve the right to discontinue delivery and at its discretion to terminate the customer order in respect of any undelivered goods if the Buyer defaults in payment, but in either event the Buyer shall remain liable to pay for such goods as have already been delivered. This will include all stock and associated components, that Feilo Sylvania UK Ltd may then hold (or to which Feilo Sylvania UK Ltd are committed to buying or manufacturing for you, the Buyer) for the order.

(b) If your account is terminated, any costs already incurred will be chargeable to you (the Buyer).

GOODS

10.1 (Standard & Non-Standard Goods)

(a) Any quotation containing non-standard products, must be ordered in full to retain the agreed price. If quantity amendment is required, a new quote will be issued and priced accordingly.

(b) Specials/Bespoke products designed for the customer will incur a design fee which will be agreed before acceptance of the order.

10.2 Third Party Supplied Goods.

(a) Any third party supplied products ordered are subject to individual cost analysis.

(b) Any quotation containing third party supplied products, must be ordered in full to retain the agreed price. If quantity amendment is required, a new quote will be issued and priced accordingly.

ORDERS.

11.1 Amendments.

(a) Amendment requests must be requested in writing via email to orders.uk@sylvania-lighting.com by the Buyer, no later than 72 hours from the Buyer’s receipt of the order acknowledgement.

(b) If an increase is required, a new quote will be issued, and a new order will be required for the additional items. The delivery time for the new order will be determined from the new order date.

(c) If a decrease of the order is required by the Buyer and is accepted by Feilo Sylvania UK Ltd Customer Support Team, a new quote will be issued by Feilo Sylvania UK Ltd, and an amended order will be submitted by the Buyer for the required changes to the order. Until the amended order is received by Feilo Sylvania UK Ltd, no changes will be made to the original order.

(d) Feilo Sylvania UK Ltd Customer Support Team will confirm in writing our acceptance/non-acceptance, by issuing a unique authorisation reference number.

(e) The acceptance of the decrease is only agreed once the Buyer is in receipt of the unique authorisation reference number provided by Feilo Sylvania UK Ltd Customer Support team (orders.uk@sylvania-lighting.com).

(f) The Buyer may not decrease the order if Feilo Sylvania UK Ltd has received the request to cancel after the goods have been despatched.

(g) Quantity decreases of any Feilo Sylvania UK Ltd orders containing product variants (defined as VR) are non-changeable from the point of an accepted order by Feilo Sylvania UK Ltd.

(h) Any agreed changes to orders by Feilo Sylvania UK Ltd Customer Support Team, for whatever reason must result in a new/amended order from the Buyer. Until the amended order is received by Feilo Sylvania UK Ltd, no changes will be made to the original order.

11.2 Cancellations & Part Cancellations.

(a) Cancellation requests must be requested in writing via email to orders.uk@sylvania-lighting.com by the Buyer, no later than 72 hours from the Buyer’s receipt of the order acknowledgement.

(b) The cancellation request will only be for items not yet delivered. Any products already delivered will not be considered for return.

(d) Cancellation requests of products containing variants (defined as VR) are non-cancellable from the point of accepted order by Feilo Sylvania UK Ltd.

(e) Feilo Sylvania UK Ltd Customer Support Team will confirm in writing our acceptance/non-acceptance, by issuing a unique authorisation reference number.

(f) Any decisions will be made at Feilo Sylvania UK Ltd’s discretion.

(g) If Feilo Sylvania UK Ltd do accept cancellation of the contract, the Buyer can have no further claim against Feilo Sylvania UK Ltd under that contract either directly, indirectly, or consequential loss, or increase in the price of the goods.

(h) Cancellations of any Feilo Sylvania UK Ltd orders containing product variants (defined as VR) are non-cancellable from the point of an accepted order by Feilo Sylvania UK Ltd.

(i) Any agreed changes to orders by Feilo Sylvania UK Ltd Customer Support Team, for whatever reason must result in a new/amended order from the Buyer. Until the amended order is received by Feilo Sylvania UK Ltd, no changes will be made to the original order.

(j) If cancellations are accepted by Feilo Sylvania UK Ltd, any costs already incurred will be chargeable to the Buyer.

PACKAGING/CARRIAGE.

12.1 Unless otherwise specified by Feilo Sylvania UK Ltd, orders of value less than £200 excluding VAT shall be subject to a minimum service charge. Orders of £200 and over shall be delivered carriage paid. Unless otherwise specified, the price includes delivery to the Buyer within the mainland of UK. Feilo Sylvania UK Ltd reserves the right to choose the method of transport and to charge for deliveries outside the mainland. Where special delivery arrangements are requested the difference in cost between standard and special delivery will be charged to the Buyer.

12.2 The Buyer may be charged for delivery if a request has been made by the Buyer and accepted by Feilo Sylvania UK Ltd to deliver to a third party on behalf of the Buyer.

12.3 In some circumstances and by prior arrangement with Feilo Sylvania UK Ltd Customer Support Team, products can be collected from our warehouse by the Buyer.

12.4 A signature by an employee of the consignee on a carrier’s delivery sheet or delivery note shall constitute proof of delivery.

12.5 The Buyer must take delivery as originally agreed or arrange storage either at our own works or elsewhere on the Buyer's behalf.

12.6 If the Purchase fails to provide clear delivery instructions to enable Feilo Sylvania UK Ltd to despatch in accordance with the contract, the Buyer will be liable for any costs incurred as listed below.

DAMAGES.

13.1 No claim in respect of damage in transit will be considered unless Feilo Sylvania UK Ltd are advised in-writing via email to uk.debits@sylvania-lighting.com along with photographic evidence, within 72 hours of the Buyer’s receipt of the goods. Irrespective of the condition of packing, goods and packing should be held for inspection by the Feilo Sylvania UK Ltd.

13.2 Failure to provide photographic evidence within the 72 hours of the Buyer’s receipt of the goods, will result in your claim being rejected.

13.3 After 5 working days if no claim is received, it is deemed that you, the Buyer has accepted the goods in full and no further claims for damages will be accepted.

13.4 Do not dispose of any products relating to the claim without written email confirmation by uk.debits@sylvania-lighting.com of Feilo Sylvania UK Ltd. No credit note will be issued in this case.

13.5 The collection of all goods must be organised by Feilo Sylvania UK Ltd. Any goods returned by the Buyer will be refused and sent back at the Buyer’s expense.

13.6 Any claim for damages must be sent in-writing via email to uk.debits@sylvania-lighting.com, any claims without the following details, will be rejected and no credit note will be issued in this case.

(a) Advice note number.

(b) Carrier’s name (if other than the Company)

(d) Date consignment received

(e) Date carrier advised

(f) Details of damage

(g) Copy of delivery note

(h) Photographic evidence, this must include a photo of the pallet upon delivery and once opened.

DEFECTS AFTER DELIVERY.

14.1 Any claim in respect of loss in transit, short delivery or incorrect items must be sent in-writing via email to uk.debits@sylvania-lighting.com within 72 hours from receipt of delivery by the Buyer or agent of the Buyer.

14.2 Failure to notify Feilo Sylvania UK Ltd in-writing within 72 hours from receipt of delivery by the Buyer or agent of the Buyer will result in your claim being rejected.

14.3 All claims must include the following details:

(a) Advice note number

(b) Carrier’s name (if other than the Company)

(d) Date consignment received

(e) Date carrier advised

(f) Details of shortfall

(g) Copy of delivery note

14.4 Failure to provide the above information to Feilo Sylvania UK Ltd will result in the Buyers claim being rejected and no credit note will be issued.

14.5 After 5 working days from receipt of delivery by the Buyer or agents of the Buyer, it is deemed that you, the Buyer has accepted the goods in full and no further claims for loss in transit or short delivery will be accepted.

14.6 In the event of non-delivery, Feilo Sylvania UK Ltd must be advised by the Buyer in-writing via email to uk.debits@sylvania-lighting.com within 5 days of invoice date.

14.7 Feilo Sylvania UK Ltd will not in any event be responsible for goods lost, damaged in transit, short delivery or incorrect items sent unless the conditions in this section are strictly observed.

14.8 The Buyer or agents of the Buyer must not dispose of any incorrect products received relating to the claim without email confirmation from uk.debits@sylvania-lighting.com of Feilo Sylvania UK Ltd.

14.9 The Buyer will be liable for any products disposed of without prior written approval from Feilo Sylvania UK Ltd via uk.debits@sylvania-lighting.com.

14.10 The collection of all goods must be organised by Feilo Sylvania UK Ltd. Any goods returned by the Buyer without approval from Feilo Sylvania UK Ltd via uk.debits@sylvania-lighting.com, will be refused and sent back at the Buyer’s expense.

GOODS DEFECTS.

15.1 Feilo Sylvania UK Ltd is committed to providing a first-class service to our Buyers. All Feilo Sylvania UK Ltd products carry a warranty from the date of invoice, full details are available on our website. www.sylvania-lighting.co.uk.

15.2 In the unlikely event of a product being faulty, Feilo Sylvania UK Ltd have a dedicated Technical Services Team, who will be able to resolve and rectify your problem.

15.3 The Buyer must advise Feilo Sylvania UK Ltd in-writing via email to technicalservices.uk@sylvania-lighting.com of any faulty products within the warranty period.

15.4 In order to facilitate a rapid response, Feilo Sylvania UK Ltd requires as a minimum the following information;

(a) Product code of the failed item(s)

(b) Quantity of the failed product

(d) Customer contact details at site (where applicable)

15.5 And at least one of the following;

(a) Your purchase order number

(b) Feilo Sylvania UK order number

(d) Feilo Sylvania UK despatch/delivery reference

15.6 The Buyer must not dispose of any products without written instructions by Feilo Sylvania UK Ltd Technical Services Team (technicalservices.uk@sylvania-lighting.com).

15.7 The Buyer will be liable for any products disposed of without prior written approval from Feilo Sylvania UK Ltd via technicalservices.uk@sylvania-lighting.com

15.8 The collection of all goods must be organised by Feilo Sylvania UK Ltd Technical Services Team (technicalservices.uk@sylvania-lighting.com).

15.9 Feilo Sylvania UK Ltd will make good by repair or, at Feilo Sylvania UK Ltd option, by the supply of replacements, defects which, under proper use, appear in the goods after delivery within the product guarantee period stated on our website (www.sylvania-lighting.com) or in our current published catalogues which arise solely from faulty design (other than a design made, furnished or specified by the Buyer for which we have disclaimed responsibility in writing) materials or workmanship provided the goods concerned have been stored and used in a proper manner and have been returned to our stores carriage paid and adequately packed and provided further that in respect of parts or components not of the Feilo Sylvania UK Ltd’s manufacture.

15.10 Feilo Sylvania UK Ltd will pass on to the Buyer the benefit of any guarantee which Feilo Sylvania UK Ltd may have received from the supplier of such parts or components but will have no further or other liability in respect thereof whatsoever.

15.11 Goods returned as defective but found on inspection to be in good order by Feilo Sylvania UK Ltd, will be returned to the Buyer subject to a handling charge payable by the Buyer.

15.12 Products returned and found to be used outside an approved manner or out of guarantee will be returned to the Buyer subject to a handling charge payable by the Buyer.

RETURN OF GOODS.

The Buyer may in exceptional circumstances submit a return request form provided by Feilo Sylvania UK Ltd (uk.debits@sylvania-lighting.com). This does not guarantee acceptance of the return. The acceptance of the return is only agreed once the Buyer is in receipt of the signed return request form by Feilo Sylvania UK Ltd (uk.debits@sylvania-lighting.com).

In no circumstances are goods supplied by Feilo Sylvania UK Ltd, to be returned without the Buyer having first applied for and obtained the written consent of Feilo Sylvania UK Ltd via email from uk.debits@sylvania-lighting.com. In this event the Buyer will be liable for 100% of the cost of the products plus any additional handling/disposal costs incurred by Feilo Sylvania UK Ltd.

16.1 No verbal or written agreements made outside of the approved request form will be accepted by Feilo Sylvania UK Ltd under any circumstances. These Terms & Conditions will override all other verbal and written agreements.

16.2 In no circumstances are goods supplied against a purchase order to be returned without prior written approval by Feilo Sylvania UK Ltd (uk.debits@sylvania-lighting.com).

16.3 If the return request is accepted by Feilo Sylvania UK Ltd (uk.debits@sylvania-lighting.com), the following will be applicable to the Buyer.

(a) A minimum of 35% admin fee of the return request value will be applied.

(b) If the return is approved, Feilo Sylvania UK Ltd will arrange collection of the goods, the liability of goods will remain with the Buyer until the goods are in procession and have been validated by Feilo Sylvania UK Ltd operatives.

(d) Goods/packaging must be returned in saleable condition. Any goods not returned in such condition, will not be credited and Feilo Sylvania UK Ltd will dispose of these items at a cost payable by the Buyer.

(e) The return must be received by Feilo Sylvania UK Ltd warehouse within 30 days of Feilo Sylvania UK Ltd (uk.debits@sylvania-lighting.com) sending the acceptance to the Buyer. If the delivery attempts fail and is deemed as NTC (Nothing to collect), after the 30-day period, the return acceptance will be considered null and void, and a new request will be required, and the process will be re-started.

16.4 If Feilo Sylvania UK Ltd receives goods that are not approved for return, the following will be applicable to the Buyer:

(a) No credit note will be issued for any non-approved goods returned.

(b) 100% disposal fee of any products returned not purchased from Feilo Sylvania UK Ltd will be payable to Feilo Sylvania UK Ltd by the Buyer.

(d) 100% of the disposal costs incurred relating to non-approved products received, Feilo Sylvania UK Ltd (uk.debits@sylvania-lighting.com) will inform the Buyer and advise of the disposal costs they will incur.

STOCK CLEANSE

Feilo Sylvania UK Ltd do not accept stock cleanses under any circumstances.

FORCE MAJEURE

18.1 Neither party shall be in breach of a Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from events, circumstances or causes beyond its reasonable control.

18.2 In the event of a Force Majeure Event occurring, the affected party shall give notice within 7 days to the other party. In the case of a Force Majeure Event each party will bear its own costs arising from this Force Majeure Event.

18.3 If a Force Majeure Event prevents, hinders, or delays a party’s performance of its obligations for a continuous period of more than 30 Days, the other may terminate a Contract by giving not less than 7 days’ written notice to the affected party.

18.4 Nothing within this clause 18 shall alleviate or suspend any obligation to make payments under a Contract.

DURATION AND TERMINATION

19.1 These Terms will apply to each Contract on the acceptance of the first Order by Feilo Sylvania UK Ltd and subject to any right to terminate will apply to each Contract thereafter until alternative terms are issued by Feilo Sylvania UK Ltd.

19.2 In the event of any Material Breach by a party, the other may give 7 days’ notice to the party in default to remedy the Material Breach.

19.3 If the party in default fails to remedy the Material Breach within the time limit stated in clause 19.2 or if the Material Breach is not capable of remedy, the other party has the right to terminate any or all Contracts in part or whole with immediate effect by serving notice to the defaulting party.

19.4 Feilo Sylvania UK Ltd shall have the right to terminate a Contract or to suspend delivery or require payment for the Goods prior to delivery where the Buyer:

(a) Suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is insolvent within the meaning of Act of XLIX of 1991 on the Bankruptcy and Liquidation procedures.

(b) Commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters any compromise or arrangement with any of its creditors other than (being a company) for its solvent reconstruction.

(c) Has a petition filed, a notice given, a resolution passed, or an order made, for or in connection with its winding up.

(d) Has an application made to court, or order is made, for the appointment of an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed, over it.

(e) Has the holder of a qualifying floating charge over its assets become entitled to appoint or has appointed an administrative receiver.

(f) Has any person become entitled to appoint or has appointed a receiver over any of its assets.

(g) (being an individual) becomes the subject of a bankruptcy petition, application, or order.

(h) Has a creditor or encumbrancer of the other party attached or take possession of, or lies or enforces distress, execution, sequestration, or such similar process, over its assets.

(i) Has any event occurred, or proceedings taken against it in any jurisdiction which is equivalent or like any of clauses (a) - (i) above taken against it; or

(j) Is subject to a change in control.

19.5 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. Termination of a Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of a Contract which existed at or before the date of termination.

INTELLECTUAL PROPERTY RIGHTS AND DESIGN OWNERSHIP

20.1 Feilo Sylvania UK Ltd Intellectual Property shall include those Intellectual Properties which are created by Feilo Sylvania UK Ltd in creating the Goods and in performance of the Services.

20.2 All rights, title and interest in Feilo Sylvania UK Ltd Intellectual Property remain property of Feilo Sylvania UK Ltd and may only be used by the Buyer in connection with the sale or distribution of the Goods or the performance of the Services and in accordance with any instruction given by Feilo Sylvania UK Ltd.

20.3 Buyer acknowledges that the Goods or the Services may contain third party Intellectual Property. Save where specifically stated in the Contract, no warranty, representation, or indemnity is given in respect of any third-party Intellectual Property incorporated in the Goods or the Services nor is any warranty, representation or indemnity given that the Goods or Services do not infringe any third-party Intellectual Property.

20.4 Buyer will not copy, modify, alter, deface or remove Feilo Sylvania UK Ltd Intellectual Property or any third party Intellectual Property, nor deconstruct, decompile, reverse engineer, decode, decrypt or neutralize any security measures or otherwise attempt to identify any embedded or concealed Feilo Sylvania UK Ltd Intellectual Property or third party Intellectual Property otherwise than as approved by Feilo Sylvania UK Ltd, nor will Buyer permit the same to be done by any other person.

20.5 Feilo Sylvania UK Ltd shall not and shall not allow any other person to assign, transfer, sub-licence, lease, charge, mortgage or in any other way dispose of or seek to share the right to use any Intellectual Property Rights.

20.6 Buyer will not do and will not permit to be done anything which could destroy, harm, undermine or in any other way prevent the protection of Feilo Sylvania UK Ltd’s Intellectual Property or any third party Intellectual Property nor shall Buyer assert any claim over, register or attempt to register, challenge the registration or ownership of, or in any other way attack Feilo Sylvania UK Ltd’s Intellectual Property or third party Intellectual Property.

20.7 Buyer will immediately cease to use any Intellectual Property if instructed to do so by Feilo Sylvania UK Ltd.

20.8 Where the Buyer receives any claim that the Goods infringe any third-party Intellectual Property, the Buyer shall not settle or compromise such claim but shall notify Feilo Sylvania UK Ltd immediately and Feilo Sylvania UK Ltd shall be at liberty (with Buyer’s assistance if required) at Feilo Sylvania UK Ltd’s expenses to conduct through Feilo Sylvania UK Ltd’s own lawyers and experts all negotiations for the settlement of the same. Where it is accepted by Feilo Sylvania UK Ltd that any of the Goods do infringe any third party Intellectual Property, Feilo Sylvania UK Ltd shall be entitled at its discretion to: (a) replace the infringing Goods with Goods which do not infringe the third party Intellectual Property, or (b) re-perform the Services such that they do not infringe the third party Intellectual Property; or (c) to refund the Price paid by the Buyer for the infringing Goods or Services only, such refund subject strictly to the Buyer not continuing to sell or use the Goods such that the infringement continues.

20.9 Where the Buyer provides any Buyer Intellectual Property Rights to Feilo Sylvania UK Ltd for Feilo Sylvania UK Ltd to create the Goods or to provide the Services, the Buyer hereby warrants and represents that it owns the Intellectual Property Rights or has the right to grant a licence to use such Intellectual Property Rights to Feilo Sylvania UK Ltd and hereby grants to Feilo Sylvania UK Ltd a worldwide, perpetual, transferrable, royalty-free licence to use such Intellectual Property Rights, such licence to include the right for Feilo Sylvania UK Ltd to sub-licence the Intellectual Property Rights to any supplier or subcontractor in order to create the Goods or perform the Services.

20.10 Where in the course of providing Services Feilo Sylvania UK Ltd creates any new Intellectual Property Rights, whether in respect of bespoke product design Services or designed installation Services or otherwise, such Intellectual Property Rights shall, unless specifically agreed otherwise in the Contract, be Feilo Sylvania UK Ltd Intellectual Property Rights and nothing shall operate to assign to, vest in or otherwise create any Intellectual Property Rights for the Buyer without a specific deed of assignment.

20.11 Buyer will indemnify and hold harmless Feilo Sylvania UK Ltd against all losses, damages, penalties, costs, and expenses (including legal costs) incurred by Feilo Sylvania UK Ltd arising directly or indirectly from any breach of this clause 20.

20.12 In the event of any claim being made or action being brought against the Buyer in respect of infringement of patents by the use or sale of goods supplied hereunder, the Buyer shall not settle or compromise such claim or action but shall notify Feilo Sylvania UK Ltd immediately and Feilo Sylvania UK Ltd shall be at liberty with Buyer’s assistance if required, but the Feilo Sylvania UK Ltd’s expense, to conduct throughout Feilo Sylvania UK Ltd own lawyers and experts, all negotiations for the settlement of the same or any litigation that may arise therefrom, subject to compliance with the above provisions and provided that no such goods, or any part thereof shall be used for any purpose other than that for which Feilo Sylvania UK Ltd supply them Feilo Sylvania UK Ltd will indemnify the Buyer in respect of any such claim.

20.13 The goods shall remain the sole and absolute property of Feilo Sylvania UK Ltd until such a time as the Buyer shall have paid Feilo Sylvania UK Ltd the agreed price together with the full price of any other goods the subject of any other contract with Feilo Sylvania UK Ltd.

20.14 The Buyer acknowledges that the Buyer is in possession of the goods solely as bailee for Feilo Sylvania UK Ltd until such time as the full price thereof is paid to Feilo Sylvania UK Ltd together with the full price of any other goods the subject of any other contract with Feilo Sylvania UK Ltd.

20.15 Until such a time as the Buyer becomes the owner of the goods, the Buyer will store them on its premises separately from the Buyer’s own goods or those of any other person and in a manner which makes them readily identifiable as the goods of Feilo Sylvania UK Ltd.

20.16 The Buyer’s right to possession of the goods shall cease if it does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would enable any person to present a petition for winding-up. Feilo Sylvania UK Ltd may for the purpose of recovery of the goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

20.17 Subject to the terms hereof the Buyer is licensed by Feilo Sylvania UK Ltd to agree to sell Feilo Sylvania UK Ltd goods, subject to the express condition that such an agreement to sell shall take place as agents and bailees for Feilo Sylvania UK Ltd whether the Buyer sells on its own account or not and that the entire proceeds thereof are held in trust for Feilo Sylvania UK Ltd and are not mingled with other monies and shall be at all times identifiable as Feilo Sylvania UK Ltd monies.

20.18 If the Buyer has not received the proceeds of any such sale, it will upon being called upon to do so by Feilo Sylvania UK Ltd within seven days thereof assign to Feilo Sylvania UK Ltd all rights against the person or persons to whom the Buyer has supplied the goods.

20.19 All descriptive and forwarding specifications, drawings and particulars of weight and dimensions issued by Feilo Sylvania UK Ltd are approximate only and are intended only to present a general idea of the goods which they refer and shall not form part of any contract. The right is reserved to change specifications without prior notification or public announcement.

DATA

21.1 Buyer acknowledges and expressly consents to the collection and use by Feilo Sylvania UK Ltd of data processed in connection with the provision of the Goods or Services.

21.2 Save as set out herein or in any Contract the parties acknowledge that it is not intended that Feilo Sylvania UK Ltd will Process any Personal Data of the Buyer and the Buyer shall not use Feilo Sylvania UK Ltd Software to Process Personal Data without the express permission of Feilo Sylvania UK Ltd.

21.3 To the extent that any data collected or used by Feilo Sylvania UK Ltd does constitute Personal Data, both the Buyer and Feilo Sylvania UK Ltd shall use reasonable efforts to anonymise such data such that it does not constitute Personal Data however it is acknowledged by the parties that this may not be possible. The Buyer shall always be the Data Controller of such Personal Data.

21.4 Both parties shall comply with their obligations under the Data Protection Legislation, including but not limited to the obligations of the Buyer to inform and obtain consent from any Data Subjects whose Personal Data may be Processed by Feilo Sylvania UK Ltd.

21.5 Where in the performance of the Services the Buyer is required to transfer any Personal Data to Feilo Sylvania UK Ltd, the Buyer shall ensure that any network it uses is secure and the Personal Data is encrypted.

21.6 Where in the performance of the Services by Feilo Sylvania UK Ltd, Feilo Sylvania UK Ltd needs to use a third party to Process any Personal Data, the Buyer hereby consents to Feilo Sylvania UK Ltd appointing such third party as a Data Processor and Feilo Sylvania UK Ltd confirms that it has entered or will enter into a written agreement which reflect and will continue to reflect the requirements of the Data Protection Legislation.

CONFIDENTIALITY

22.1 All non-public, confidential or proprietary information, including, but not limited to, technical or commercial know-how, specifications, inventions, Intellectual Property, samples, designs, plans, drawings, ideas, concepts, analyses, processes, inventions, documents, data, processes, forecasts, initiatives, business operations, prices, financial performance, projects, potential or existing customers which are of a confidential nature and have been disclosed by one party (“Disclosing party”) to the other party (“Receiving party”), its employees, agents or subcontractors shall be kept, as business secret, in strict confidence, including any other confidential information concerning the Disclosing party's business, its goods and services, conveyed orally or in written, electronic or other form or media, and whether or not identified as "confidential". The Receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving party's obligations under a Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract however the Receiving Party will remain primarily liable. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction however the Receiving Party will give all such notice and assistance to the Disclosing Party to challenge the validity of any such request save where it is prevented by law.

22.2 This clause 22 shall survive termination of any Contract and shall remain in force after the parties have ceased to do business together.

IMPLIED TERMS

23.1 All conditions, and warranties, expressly or implied, statutory, or otherwise and all other obligations and liabilities whatsoever of Feilo Sylvania UK Ltd whether in contract or tort or otherwise are excluded.

ASSIGNMENT AND SUBCONTRACTING

24.1 Buyer may not assign any of its rights or obligations under a Contract without the previous written consent of Feilo Sylvania UK Ltd, which will not be unreasonably withheld.

24.2 Feilo Sylvania UK Ltd enters each Contract for the benefit of it and its Affiliates and Buyer acknowledges that Feilo Sylvania UK Ltd may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement to an Affiliate.

ETHICAL BEHAVIOUR AND ANTI BRIBERY

25.1 Buyer acknowledges that it is aware of the prohibition of child work and warrants, represents and covenants to Feilo Sylvania UK Ltd that its activities and supply and sales chains are conducted in full compliance and respect of human rights. Furthermore, Buyer shall ensure that none of the Goods or any components or materials thereto are sold or supplied to any person resident in or operating out of or otherwise associated with any country on any EU, UK, US, or United Nations sanctioned or restricted list.

25.2 Buyer represents, warrants and covenants to Feilo Sylvania UK Ltd, that in carrying out its responsibilities, neither the Buyer, nor any of its equity holders, beneficial owners, partners, officers, directors, employees or agents, shall, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value to (a) any official or employee of any government, or any department, agency, or instrumentality thereof, (b) any political party or official thereof, or to any candidate for political office, or (c) any official or employee of any public international organization, in each case for the purpose of influencing any act or decision of such official, employee, party or candidate or inducing such official, employee, party or candidate to do or omit to do any act in violation of the lawful duty of such official, employee, party or candidate, or securing any improper advantage for Buyer or otherwise promoting the business interests of Buyer in any respect. Buyer further warrants, represents and covenants that in placing any orders or contracts with its own suppliers or customers it has not received, requested, been offered, or expects to receive any financial inducement or other benefit from the supplier, customer or any third party. Feilo Sylvania UK Ltd may, in addition to its other remedies, immediately terminate any Contract in the event Feilo Sylvania UK Ltd receives information which it determines, in its sole discretion, to be evidence of a breach by the Buyer of any representation, warranty, covenant or undertaking set forth in this clause. In the event of such termination, Feilo Sylvania UK Ltd shall have no liability to the Buyer for any fees, reimbursements, or other compensation whatsoever, and the Buyer shall defend and indemnify Feilo Sylvania UK Ltd for any third-party loss, costs, claims, fines, penalties, or damage resulting from the breach of this clause.

LIABILITY

26.1 Nothing within these terms will limit or exclude liability in respect of:

(a) Death or personal injury; or

(b) Wilful misconduct.

26.2 Under no circumstances will Feilo Sylvania UK Ltd be liable for any special, consequential, or indirect losses, including but not limited to loss of profit; loss of sales, business, or opportunity; loss of anticipated savings; loss of time or facility; loss of use or corruption of software, data, or information; loss of or damage to goodwill; or damage to property.

26.3 Under no circumstances will the liability of Feilo Sylvania UK Ltd in respect of any Contract exceed the value of that Contract.

26.4 Any claim for any damages or losses must be brought by the Buyer within 90 days of the date of the event giving rise to such claim and any lawsuit relating to such claim must be filed within one year of the date of the event. Any claims that have not been filed in accordance with this clause 18.4 shall be void.

MISCELLANEOUS

27.1 A waiver of any right or remedy shall only be effective if given in writing and no waiver by Feilo Sylvania UK Ltd of any breach of the terms of any Contract by Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision nor shall any delay in enforcing any of Feilo Sylvania UK Ltd’s rights under a Contract constitute a waiver.

27.2 If any provision of a Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

27.3 Except as set out in a Contract, no variation, including the introduction of any additional terms and conditions or pre-contractual offers or representations, shall be effective unless it is agreed in writing and signed by the parties. Any terms sought to be imposed by the Buyer, whether by course of trading, by reference in any order or other communication, or otherwise are specifically excluded and waived by the Buyer.

27.4 The Buyer and Feilo Sylvania UK Ltd are independent contractors and nothing in a Contract will be construed to create a partnership or joint venture between them.

27.5 Any notice to be given in respect of a Contract shall be sent by email to the address stipulated in the Order or Order confirmation.

EXCLUSION OF THIRD-PARTY RIGHTS

Save as specified in clause 24.2, no person other than the Buyer and Feilo Sylvania UK Ltd shall have any right to enforce any obligation under a Contract.

29.EXPORT.

No goods sold by Feilo Sylvania UK Ltd are to be re-sold or delivered outside Great Britain or Northern Ireland.

EXCLUSIONS.

30.1 Save as provided by these General Conditions and save the Feilo Sylvania UK Ltd’s implied undertakings as to title etc. contains in S.12 of the Sales of Goods Act 1979 all conditions and warranties express or implied statutory or otherwise and, except as provided in S.2 of the Unfair Contract Terms Act 1977 (liability for death or personal injury resulting from negligence) all other obligations and liabilities whatsoever of Feilo Sylvania UK Ltd whether in contract or in tort or otherwise are excluded.

30.2 Direct, indirect, or consequential loss or damage.

(a) Except as provided in S.2 of the Unfair Contract Terms Act 1977 (liability for death or personal injury resulting from negligence), Feilo Sylvania UK Ltd accepts no responsibility in any circumstances for any direct, indirect, or consequential loss or damage, however arising, which the Buyer may sustain in connection with goods supplied under the contract whether such goods are of Feilo Sylvania UK Ltd own manufacture or not.

ARBITRATION.

Any dispute, difference or question which shall at any time arise between the parties to the contract as to the construction, meaning of effect of these Terms or the rights and liabilities of the parties or otherwise howsoever, relating thereto shall be referred to and finally resolved by arbitration under London Centre of International Arbitration (LCIA) Rules, which rules are deemed to be incorporated by reference to this clause 31. The dispute shall be referred to the decision of a single arbitrator to be nominated by the parties or by the President for the time being of the London Chamber of Commerce and such reference shall be deemed to be an arbitration agreement within the meaning of the Arbitration Act 1996 or any statutory re-enactment thereof. The seat, or legal place, or arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

GOVERNING LAW.

These Terms shall be subject to and interpreted in accordance with the laws of England.

ESG: Any certification required is available where possible, upon request.

Terms and Conditions of Sale

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