Business Terms & Conditions
Business Terms and Conditions of Supply
These are the terms and conditions on which Lighting for Gardens Limited will supply Goods (as defined in clause 1.1 below) to business or trade customers.
You are a business or trade customer if you are purchasing the Goods for purposes relating to your trade, business, craft or profession, whether you are acting for yourself or on behalf of a third party.
If you are a consumer, the Consumer Terms and Conditions of Supply will apply to your purchase. You are a consumer if you are buying goods for purposes that are wholly or mainly outside of your trade, business, craft or profession.
Business: means the business carried out by the Customer at the date of the Contract.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.
Contract: the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Control: means the beneficial ownership of more than 50% of the issued share capital of the Customer (where a company) or the legal power to direct or cause the direction of the Customer’s Business (where the Customer is a company or any other type of legal entity).
Customer: the person or company or other legal entity which purchases the Goods from the Company.
Delivery Location: has the meaning given in clause 4.1.
Dispatch Notice: a written confirmation, issued by the Company, accepting the Customer’s offer to purchase the Goods in an Order and confirming that such Goods have been dispatched.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods whether placed through the Website or by any other method.
Order Confirmation: the written acknowledgement of receipt issued by the Company to confirm receipt of the Order
Company: Lighting for Gardens Limited (registered in England and Wales with company number 3678804) whose registered office is at Lower Clough Mill, Pendle Street, Barrowford, Lancashire BB9 8PH, United Kingdom and whose trading address is at 7-8 Amor Way, Letchworth Garden City, Hertfordshire SG6 1UG, United Kingdom. Email email@example.com or telephone 01462 486777.
Website: means the Supplier’s website at www.lightingforgardens.com.
(a) 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.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes emails.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 Notwithstanding the Company’s issue of an Order Confirmation, the Order shall only be deemed to be accepted by the Company when the Company issues a Dispatch Notice at which point the Contract shall come into existence. The Company reserves the right to refuse to supply Goods to any Customer at any time or for any reason.
2.4 If an Order is rejected by the Company, any sums paid by the Customer for the Goods so ordered shall be refunded to the Customer.
2.5 If, following acceptance of an Order, the Company is unable to fulfil an Order for any reason the Company may terminate the Contract, in accordance with clause 9.1(a), by writing to the Customer as soon as reasonably practicable. The Customer’s sole remedy for such termination shall be the refund by the Company to the Customer of any sums paid for the Goods (including any delivery costs) prior to termination.
2.6 All descriptions, advertising, drawings, illustrations and photographs contained in the Company's Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 Quotations may be issued by the Company from time to time. They do not constitute an offer by the Company to supply the Goods referred to in the quotation.
3.1 The Goods are described on the Company's Website.
3.2 The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
3.3 The goods are intended for use in the UK only. If the Customer resells the Goods abroad, it is the Customer’s sole responsibility to confirm that the Goods comply with any laws, regulations or other standards applicable of the relevant country.
4.1 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree prior to dispatch of the Goods (Delivery Location).
4.2 Where the Delivery Location is other than the Company’s premises, delivery is completed on the completion of unloading of the Goods at the Delivery Location. Where the Delivery Location is the Company’s premises, delivery is completed on the loading of the Goods at the Company’s premises (and loading is at the risk of the Customer).
4.3 Specific terms apply to deliveries dependent upon the Delivery Location. The terms currently in force are set out on the Delivery Information page of the Website.
4.4 In the event that the Customer requires a delivery on a day or time outside of the Company's usual delivery terms (in accordance with clause 4.3) the Supplier reserves the right to make an additional charge, and shall advise the Customer of such additional charge when the Order is confirmed.
4.5 Where Goods are to be delivered to a non-UK Location, the Customer shall be responsible for:
(a) all costs, expenses, taxes, duties and charges associated with the export, import or delivery of the Goods and will indemnify the Company in relation to any claims or demands that the Company may receive in relation to the same;
(b) all licences, clearances and other consents that are necessary for the supply of the Goods (including import licences);
(c) providing to the Company, or (where local laws or regulations require the Company to do so) assisting the Company in procuring, any documents necessary under applicable laws and regulations for the Company to export the Goods to the Delivery Location in accordance with such laws and regulations.
4.6 Any dates quoted by the Company for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Company fails to deliver the Goods, the Company’s liability shall be limited to refunding the price of the Goods if already paid for by the Customer. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.8 If the Customer fails to accept delivery of the Goods when the Company attempts delivery, the Company may (at its discretion) store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). For the avoidance of doubt, the Customer shall not be entitled to reject any Goods except in accordance with clause 6.
4.9 If ten Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods.
4.10 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Cancellation of contract and returns
5.1 In the event that the Goods are standard items (i.e. the Goods are on the Website), then the Customer may cancel the Contract within 14 days from the date of receipt of the Goods by contacting the Company's Customer Support Team firstname.lastname@example.org or by telephone 01462 486777, whereupon:
(a) the Company shall make arrangements with the Customer for the retrieval of the Goods at the Customer’s expense via the Supplier’s carrier; or,
(b) the Customer may return the Goods it its own expense using a signed for courier service; and,
(c) the Customer shall be liable for the Company’s re-stocking fee of 25% of the price of the Goods.
Goods cannot be returned without an authorised returns number issued by the Company. The Customer is responsible for all return costs and the re-stocking fee unless clause 6.2 applies.
5.2 Any Goods returned by the Customer pursuant to clause 5.1 must be in a resalable condition with all packaging, accessories and instructions complete and intact. If Goods and their packaging are not returned in a satisfactory condition, including damage caused due to insufficient packaging for their return to the Company, the Company may (at its sole discretion) refuse to refund the monies paid for the Goods or reduce the Customer’s refund to take into consideration the reduction in value of the Goods.
5.3 For the avoidance of doubt, the right of cancellation contained in clause 5.1 shall not apply to any Goods which are not standard catalogue items (i.e. “Specials”) or Goods which are bespoke or “Made to Order”. These types of Goods cannot be cancelled or returned unless clause 6.2 applies.
5.4 Where the Company arranges for the return of Goods from the Customer through the Company's nominated carrier then the Customer undertakes to ensure that the Goods are packaged in a manner suitable for safe transportation and are available for collection by the nominated carrier during normal business hours. In the event that the nominated carrier attempts to collect the Goods during normal business hours and is unable to do so (other than at times previously notified by the Customer to the Company as being times at which the nominated carrier would not be able to collect the Goods) then the Company reserves the right to charge the Customer for the costs incurred through the nominated carrier's inability to collect.
5.5 Where the Customer arranges for the return of Goods from the Company through the Customer's nominated carrier then the Customer undertakes to ensure that the Goods are packaged in a manner suitable for safe transportation. Return of the goods shall be deemed to have taken place when they have been delivered to the Company and a signature on behalf of the Company has been received in respect of the Goods. In the event that the Goods are damaged in transit on their return to the Company or are not complete, then the Company reserves the right not to credit or otherwise refund the Customer in respect of (in the event that the Goods are being returned for a refund), or replace (in the event that the Goods are being returned for the purposes of replacement), such damaged Goods.
5.6 Any monies due to the Customer by the Company following the return of Goods pursuant to clause 5.1 shall be refunded within 30 days of receipt by the Company of the returned Goods through the same method as which payment for the Goods was originally made. For the avoidance of doubt, deductions from the refund may be made by the Company in accordance with clauses 5.1, 5.2, 5.4 and 5.5.
5.7 For Goods that are dispatched to an address outside of the United Kingdom or are subsequently taken abroad by the Customer, it is the sole responsibility of the Customer to manage and pay for any transportation back to the UK should the Customer wish to return the Goods for any reason.
6.1 The Company warrants that on delivery, and for a period of 24 months from the date of delivery (warranty period), the product will be free from material defects in design, material and workmanship.
6.2 If the Customer believes that some or all of the Goods do not comply with the warranty set out in clause 6.1 then the Customer shall:
(a) notify the Company in writing of the alleged defect without delay (and in any event within 30 days of discovering the defect), such notice to include the relevant Customer account number, the Order number, details of the relevant Goods and the reason why they are believed not to comply with the warranty at clause 6.1;
(b) (if asked to do so by the Company) return such Goods to the Company's place of business in accordance with the Company’s instructions and (subject to the Customer’s compliance with the Company’s instructions) at the Company’s cost except where the Goods are not located in the UK (in which case the Customer shall be responsible for the cost of returning the Goods); and,
(c) give the Company a reasonable opportunity to examine the Goods that are the subject of the notice and cooperate in the Company’s investigation of the complaint; and,
if the Company (acting reasonably) agrees that the Goods do not comply with the warranty at clause 6.1 the Company shall, at its sole option, either (i) repair the defective Goods or (ii) replace the defective Goods or (iii) supply replacement parts for the defective Goods. The Company shall issue to the Customer an authorised returns number and make arrangements with the Customer for the retrieval of the defective Goods via the Company’s carrier. The Company shall only accept the cost of returning the defective Goods where they are returned by the Customer in accordance with the Company’s instructions and where the Goods are located in the UK.
6.3 The Company shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, commissioning, handling, installation, use, care and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer (e.g. where Goods are Made to Order or Specials);
(d) the Customer alters or repairs such Goods without the written consent of the Company;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal storage or working conditions, or operation not within the range indicated on the product specification sheets; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 The warranty set out at clause 6.1 does not apply to consumables such as halogen lamps and lamp holders.
6.5 Except as set out in this clause 6, the Company:
(a) gives no warranties and makes no representations in relation to the Goods;
(b) shall have no liability for their failure to comply with the warranty in clause 6.1; and,
and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded from the Contract to the extent permitted by law.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery of the Order.
7.2 Title to the Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods, subject to clause 7.4(b).
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Company immediately if it becomes subject to any of the events listed in clause 9.1; and
(e) give the Company such information relating to the Goods as the Company may require from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Company’s agent; and
(b) title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy the Supplier may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Company may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.6 In respect of Goods returned to the Company pursuant to clause 5.1: risk and title in the Goods shall pass to the Company upon delivery of the Goods to the Company. Delivery is completed on the completion of unloading of the Goods at the Company’s place of business.
8. Price and payment
8.1 The price of the Goods shall be:
(a) the price quoted by the Company in its quotation which shall remain open for acceptance by the Customer (by the Customer placing an Order) for a maximum of 30 days; or,
(b) if no price has been quoted by the Company, or if the Company’s quotation has lapsed, the price set out in the Company's published price list (as per its Website) in force as at the date of the Order.
8.2 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which are as set out on the Delivery Information page of the Website and shall be invoiced to the Customer in addition to the price of the Goods and VAT.
8.3 Unless the Company has agreed in writing to provide the Customer with a credit account, payment must be made for all Goods upon placement of the Order by the Company. Payment through the Website may be made by authorised credit card, authorised debit card or by Paypal account.
8.4 Where the Company has agreed in writing to provide to the Customer a credit account:
(a) the Company may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit; and,
(b) payment terms are strictly 30 days from the date of invoice.
8.5 The Customer shall pay all invoices:
(a) in full without deduction or set-off, in cleared funds by the due date; and
(b) by one of the methods specified in clause 8.3, by company cheque or to the bank account nominated by the Company.
8.6 Time of payment is of the essence. Where sums due under these Conditions are not paid in full and in cleared funds by the due date the Company may (without limiting its other rights or remedies):
(a) suspend or cancel the Customer’s credit account;
(b) suspend or terminate the Contract or any other contract entered into by the Company and the Customer;
(c) charge the Customer for all costs and expenses incurred up to the date of suspension or cancellation; and,
(d) charge interest on overdue sums at 4% a year above the base rate of [HSBC BANK PLC] from time to time in force; and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
8.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
8.8 In the event that the Customer receives any communication informing it that any of the Company’s details, including its account details for payment or other remittance advice have changed, the Customer must contact the Company’s Customer Service team on 01462 486777 to verify the authenticity of that communication prior to taking any action in case the communication is fraudulent or otherwise does not originate from the Company.
9.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer:
(a) in accordance with clause 2.5;
(b) in accordance with clause 8.6;
(c) if the Customer commits a material breach of any term of the Contract;
(d) if the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(e) if the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(f) if the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(g) if the Customer is subject to, or is reasonably likely to be subject to, a change of Control.
9.2 The Customer may terminate the Contract in accordance with clause 5.1.
9.3 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 9.1(d) to 9.1(g), or the Company reasonably believes that the Customer is about to become subject to any of them.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest.
9.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
9.6 Any provision of the Contract 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.
10. Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude the Company's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any other matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
10.2 Subject to clause 10.1:
(a) the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any indirect or consequential or special loss arising under or in connection with the Contract; and
(b) the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of revenue, loss of contract, loss of profit, loss of use, loss of production, loss of goodwill, loss of anticipated savings, third party loss, costs of purchasing substitutes or replacements for the Goods, costs for installation or removal of any Goods (in each case whether direct or indirect); and,
(c) the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods ordered under the Contract.
11. Force majeure
Force majeure. The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event.
12.1 Assignment and other dealings.
(a) The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
12.2 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
(a) These Conditions may be amended from time to time by the Company. The version of the Conditions in force at the time of placement Order shall apply to the Contract.
(b) No variation of the Contract between the Company and the Customer shall be effective unless such variation is in writing and signed by the Company.
12.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.
12.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.7 Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
12.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Version 1 (22/09/2017)