Terms and Conditions of Sale
FEILO SYLVANIA EUROPE LIMITED
GENERAL CONDITIONS OF SALE
A) All orders are accepted and executed on the understanding that the Purchaser is bound by the following General Conditions of Sale. Where there is any inconsistency between these General Conditions of Sale and any conditions which the Purchaser seeks to impose these General Conditions of sale shall prevail.
B) Where there is a distributorship agreement between the Company and the Purchaser existing at the date of the contract and there is a conflict between the provisions of that agreement and these General Conditions of sales, the provisions of such distributorship agreement shall prevail.
C) No waiver, alteration or modification of any of the provisions of the contract shall be binding on the Company unless in writing signed by one of its officers.
A) Unless otherwise agreed in writing all orders shall be executed subject to prices and any relevant discounts ruling at the date of dispatch. 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 dispatch. Any price list of the Company whether published or not shall not affect the right of the Company to charge for goods in accordance with this clause.
B) Unit prices do not include Value Added Tax and costs caused by or in connection with the transformation of the WEEE-Directive on electrical and electronic waste into national law.
C) Value Added Tax at the appropriate rate shall be payable by the Purchaser.
A) The terms of payment shall be as stated on our invoices and the Purchaser shall strictly adhere to such terms.
B) The Company shall have the right to discontinue delivery and also at its discretion to terminate the contract in respect of any undelivered goods if the Purchaser defaults in payment, but in either event the Purchaser shall remain liable to pay for such goods as have already been delivered.
C) The Company 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.
D) Where a contract is to be or may be fulfilled in separate installments, deliveries or parts, payment for each such installment, delivery or part, shall be made as if the same constituted a separate Contract.
E) The Company reserves the right to charge interest on overdue accounts at the rate of 10% per annum above National Westminster Bank plc basic rate
4) PACKING AND CARRIAGE
A) Unless otherwise specified by the Company, 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 Purchaser within the mainland of GB. The company 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 Purchaser.
B) A charge for delivery may be made where the Company is requested to deliver to a third party on behalf of the Purchaser at their request.
C) By prior arrangement with our Head Office, goods can be collected by Purchasers.
D) A signature by an employee of the consignee on a carrier’s delivery sheet or delivery note shall constitute proof of delivery.
E) If by reason of instructions or lack of instructions from the Purchaser dispatch in accordance with the contract is delayed for more than 14 days after the Purchaser has been notified that the goods are ready for dispatch, the Purchaser shall be liable to take delivery or arrange for storage and for the purpose of Clause 3 (Payment) the goods shall thereupon be deemed to have been delivered. If and for so long as its storage facilities permit (but without being obliged to) the Company may store the goods and the Purchaser shall be liable to pay a reasonable charge therefore.
F) Packaging and all cost caused by or in connection with the transformation of the WEEE-Directive on old electrical and electronic waste into national law shall be charged separately.
5) SHORTFALL OR DAMAGE IN TRANSIT
A) No claim in respect of damage in transit will be accepted unless the Company and its carriers are advised in writing within 72 hours of receipt of the goods, irrespective of the condition of packing, goods and packing should be held for inspection by the Company and its carriers. After inspection the Company will arrange for the goods to be collected.
B) No claim in respect of loss in transit or short delivery will be accepted unless the Company and its carriers are advised in writing of such loss or short delivery at the time of delivery. The shortfall must be specified in writing on the delivery note. Marking in words “not examined” or “not counted” or any similar statement on the delivery note will not entitle the purchaser to claim loss in transit or short delivery at any time after delivery. If the purchaser does not note any shortfall on the delivery note the Company will be deemed to have delivered the correct quantity of goods to the Purchaser in accordance with the order.
C) Any claim for damage or loss in transit or short delivery must be accompanied by the following details:
- advice note number
- carrier’s name (if other than the Company)
- conditions of packages
- date consignment received
- date carrier advised
- extent of damage or shortfall
- copy of delivery note
D) In the event of non-delivery carriers and the Company must be advised within 5 days of invoice.
E) The Company will not in any event be responsible for goods lost or damaged in transit or for short delivery unless the above conditions are strictly observed.
6) DELIVERY AND PASSING OF RISK
A) Any stipulated time for delivery shall date from the receipt by the Company of the Purchaser’s written order. For delivery within the United Kingdom, unless otherwise agreed, the Company shall deliver the goods to the purchaser and the goods shall be at the Purchaser’s risk on delivery. For delivery outside the United Kingdom, our terms of sale are “ex. Works”.
B) Delay in delivery or, in the case of a contract for delivery by installments, delay in the delivery of an installment shall not give rise to any liability on the Company, whether or not any time or date is given in this respect, unless a guarantee of delivery has been given in writing by the Company expressly stating that the Company guarantees delivery within a specified time.
7) RETENTION OF TITLE
A) The goods shall remain the sole and absolute property of the Company until such a time as the Purchaser shall have paid to the Company the agreed price together with the full price of any other goods the subject of any other contract with the Company.
B) The Purchaser acknowledges that the Purchaser is in possession of the goods solely as bailee for the Company until such time as the full price thereof is paid to the Company together with the full price of any other goods the subject of any other contract with the Company.
C) Until such a time as the Purchaser becomes the owner of the goods, the Purchaser will store them on its premises separately from the Purchaser’s own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company.
D) The Purchaser’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. The Company 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.
E) Subject to the terms hereof the Purchaser is licensed by the Company to agree to sell the Company’s goods, subject to the express condition that such an agreement to sell shall take place as agents and bailees for the Company whether the Purchaser sells on its own account or not and that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies and shall be at all times identifiable as the Company’s monies.
F) If the Purchaser has not received the proceeds of any such sale, it will upon being called upon to do so by the Company within seven days thereof assign to the Company all rights against the person or persons to whom the Purchaser has supplied the goods.
8) DEFECTS AFTER DELIVERY
A) The Company will make good by repair or, at the Company’s option, by the supply of replacements, defects which, under proper use, appear in the goods after delivery within the product guarantee period stated in our current published catalogs for lamps and within a period of twelve calendar months for fixtures and which arise solely from faulty design (other than a design made, furnished or specified by the Purchaser 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 Company’s manufacture the Company will pass on to the Purchaser the benefit of any guarantee which the Company may have received from the supplier of such parts or components but will have no further or other liability in respect thereof whatsoever.
B) Goods returned as defective but found on inspection to be in good order, will be returned to the Purchaser subject to a handling charge.
C) Units out of guarantee or those used outside an approved manner will normally be scrapped unless the Company has had specific disposal instructions. Where a specific test report is required, this must be requested in writing prior to the goods being returned.
9) RETURN OF GOODS
A) In no circumstances are goods supplied against a firm order be returned without the purchaser having first applied for and obtained the written consent of the Company. A handling charge of up to 35% of the invoiced value, will be deducted from any credit allowed, unless the goods are returned pursuant to the provisions of Clause 5 or 8 hereof or because of any error on the part of the Company.
10) DESCRIPTION MATTER AND ILLUSTRATIONS
All descriptive and forwarding specifications, drawings and particulars of weight and dimensions issued by the Company 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.
In the event of any claim being made or action being brought against the Purchaser in respect of infringement of patents by the use or sale of goods supplied here-under, the purchaser shall not settle or compromise such claim or action but shall notify the Company immediately and the Company shall be at liberty with Purchaser’s assistance if required, but at the Company’s expense, to conduct throughout the Company’s 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 the Company supply them the Company will indemnify the Purchaser in respect of any such claim.
12) DELIVERIES AGAINST ORDER SCHEDULES
A) Orders on non-standard lines (including specially branded units) will be delivered to within plus or minus 10% order quantity.
B) On standard lines the Company requires 6-8 weeks notice of change in requirements, where a delivery date is brought forward or a quantity amended.
C) On non-standard lines (including specially branded units) the Company requires 8-12 weeks notice of change in requirements, where a delivery date is brought forward or quantity amended.
D) Scheduled quantities may be subject to a variation where necessary to bring them into line with the nearest boxed quantity.
No goods sold by the Company are to be re-sold or delivered outside Great Britain or Northern Ireland without first obtaining the Company’s written consent.
Save as provided by these General Conditions and save for the Company’s implied undertakings as to title etc. contained in S.12 of the Sale 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 the Company whether in contract or in tort or otherwise are excluded.
15) DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE
Except as provided in S.2 of the Unfair Contract Terms Act 1977 (liability for death or personal injury resulting from negligence) the Company accepts no responsibility in any circumstances for any direct, indirect or consequential loss or damage, however arising, which the Purchaser may sustain in connection with goods supplied under the contract whether such goods are of the Company’s own manufacture or not.
16) FORCE MAJEURE
A) If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of the Company including (but without prejudice to the generality of the foregoing) war, industrial disputes, strikes, lock-outs, riots, malicious damage, fire, storm, Act of God, accidents, non-availability or shortage of materials or labour, any statute, rule, bye law, order or requisition made or issued by any Government or Government Department, local or other duly constituted, then the Company shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present.
B) If the performance of the contract by the Company shall be prevented by any such circumstances or conditions beyond the control of the Company, then the Company shall have the right to be discharged from further performance of and liability under the contract. If the Company exercises such right the buyer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the Company.
Any dispute arising out of or in connection with the sales agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the ICC Arbitration Rules or DIAC Rules, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one.
The seat, or legal place, of arbitration shall be Dubai.
The language to be used in the arbitration shall be English.
Each Party shall be entitled to seek necessary and appropriate injunctive relief to maintain the status quo depending on the outcome of the arbitration or any other temporary measures from the courts of competent jurisdiction to enjoin the other Party from taking certain actions which may infringe on the rights of the Party bringing such claim, provided that any proceedings and decisions as to the merits of the dispute, including permanent injunctions, are exclusively governed and resolved by arbitration in accordance with the first paragraph of this Clause 17
The governing law of the sales agreement shall be the substantive laws of the United Arab Emirates.