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Terms & Conditions of Sale

QUOTATIONS ARE MADE AND ORDERS ARE ACCEPTED ONLY UPON AND SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS TO THE EXCLUSION OF ALL OTHER TERMS AND CONDITIONS INCLUDING THOSE OF THE BUYER, EXCEPT AS AGREED IN WRITING BY BOTH PARTIES. 

1. DEFINITIONS

“Seller” means Design LED Products Limited (registered number SC<258229>) having a place of business at the address above.

“Buyer” means the immediate purchaser of any goods from the Seller. “Goods” means the goods specified in the Buyer’s order or in the Seller’s quotation. 

2. GENERAL

Any orders for Goods, whether or not based on a quotation, are subject to confirmation of acceptance in writing by the Seller and are deemed to be made subject to these terms and conditions of sale and no qualification or term or condition in any offer or purported acceptance by the Buyer shall form any term or condition, except as agreed in writing by both parties. A binding contract shall not arise unless and until the Seller shall have given written confirmation of acceptance of the Buyer’s order. The Buyer’s written acceptance of the Seller’s quotation is deemed an order for the purpose of these terms and conditions of sale. 

3. QUOTATIONS

No quotation, estimate or other proposal (in whatever form) given by the Seller constitutes an offer. Any quotation given by the Seller shall only be valid for the period intimated on the quotation. If no period is stated on a quotation it will remain valid for 7 days. 

ORDER PROCESS

All orders for Goods must meet the minimum order quantities (and multiples thereof), specified by Seller from time to time. The Seller reserves the right to make changes at any time to the specification of the Goods, provided such changes do not materially affect the installation, or performance thereof. Any such change shall not invalidate any order placed with Seller prior to such change being implemented, or render Seller liable to Buyer in any way whatsoever.

4. PRICES

(i) Subject to Clause 4 (ii), the price payable by the Buyer (exclusive of VAT where applicable) shall be the price set out in the Seller’s quotation. 

(ii) The Seller reserves the right to revise its price for Goods, to take into account any direct increase in the price of any material or Goods or the cost of labour or other overhead expenses (out with the reasonable control of the Seller) or any variation in specification or (if appropriate) any change in the relevant rate of currency exchange between the date when the price was quoted and the date when the Goods were dispatched (or were made available for collection) upon giving a minimum of fourteen days’ notice in writing to the Buyer before dispatch (or collection as the case may be). The Buyer has the right to cancel the order within seven days of such notification. 

(iii) Without prejudice to the foregoing generality, all taxes, duties, public dues, levies and tariffs of any kind, and storage, insurance, freight and other charges and surcharges whatsoever payable In respect of the Goods shall be for the Buyer’s account. 

5. TERMS OF PAYMENT

Unless otherwise specifically intimated in writing by the Seller, accounts are due and payable in full (in cash or by irrevocable letter of credit) within 30 days of dispatch or from the date the Buyer is notified that the Goods are ready for collection. The Seller reserves the right to charge interest from day to day on any payments due or part thereof remaining unpaid after such period of 30 days at the rate of 2% per month. When deliveries are spread over a period, each consignment will be invoiced as dispatched or upon the Buyer being notified that the Goods are ready for collection and each invoice will be treated as a separate account and be payable accordingly. Where the Buyer makes default under the contract between the Buyer and Seller in terms hereof, or any other contract or order with the Seller in payment of any sum due to the Seller on the relevant due date, the Seller shall be entitled, at its option, either to withhold delivery in respect of some or all orders with the Buyer or to cancel any such orders and shall have a general lien on all Goods and property belonging to the Buyer in the Seller’s possession. 

DELIVERY

All delivery dates are estimates only, and deliveries may be made in instalments. The Seller will be excused from performance and not be liable for delay in delivery for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the Sellers reasonable control, including, but not limited to, fire or explosion; flood, storm, or other act of God; war (whether or not an actual declaration of war is made); sabotage; insurrection, riot or other act of civil disobedience; act of public enemy; act of government or any agency or subdivision; judicial action; labour dispute; accident; defaults of suppliers; failure or delay in transportation; shortage of labour, fuel, raw material, or machinery; or technical or yield failure where the Seller has exercised ordinary care to prevent the failure. If any contingency occurs, the Seller may, at its sole discretion, allocate available quantities of Goods among all of its affected customers. 

 SHIPMENT

DELAYED SHIPMENT 

The Seller shall not be responsible for any direct or indirect loss, or loss of profits, or other consequential loss of damage whatsoever arising out of delay in delivery of or a failure to deliver the Goods howsoever occasioned.

6. TITLE

(viii) Notwithstanding that the Buyer obtains possession of the Goods, the property in the Goods will remain in the Seller until such time as the Seller has received payment from the Buyer of the full price to be paid for the Goods, together with any interest charged by the Seller under these terms and conditions of sale, and all sums due and owing to the Seller by the Buyer at the relevant time are settled in full, and until that time the Buyer will not pledge, charge or otherwise encumber all or any part of the Goods or sell or otherwise dispose of the same. 

(ix) Notwithstanding the provisions of this clause, the Seller shall be entitled to bring an action against the Buyer for the price of the Goods and/or to pursue its rights to interest in accordance with the provisions of Clause 5, all in the event of non-payment by the Buyer on the due date, even though the property in the Goods is not passed to the Buyer and/or shall have the right by notice to the Buyer at any time after delivery to pass property in the Goods to the Buyer as from the date of such notice. 

7. DISCHARGE OF CONTRACT

Without prejudice to any other provisions in these terms and conditions of sale, in the event that:-

(i) a Receiver or Administrative Receiver is appointed over the whole or any part of the assets of the Buyer, or 

(ii) a resolution is passed or a petition is presented for the liquidation of the Buyer, or 

(iii) a petition is presented applying for an administration order to be made in relation to the Buyer, or 

(iv) the Buyer becomes apparently insolvent or bankrupt or has a bankruptcy petition presented against him, or 

(v) the order requires the Seller to manufacture, produce, assemble or deliver any Goods which, in its opinion, are or may be of an illegal nature or may infringe any third party intellectual property rights,

the Seller may, in its absolute discretion and without penalty, elect either to discharge the contract between the Buyer and the Seller in terms hereof or not to deliver the Goods or part thereof except against payment in cash of the purchase price of the Goods in full. 

8. DAMAGE, SHORTAGE OR LOSS

(i) Buyer must report any shortages in shipment of Goods to Seller in writing within 14 days after receipt. In addition, Buyer must report any discrepancy between a particular shipment of Goods and its packing list, in terms of quantity or part number, within 14 days after receipt. If Buyer fails to notify Seller in writing of any such shortage or discrepancy within this 14-day period, the shipment will be conclusively deemed to have been correct, and thereafter Buyer shall have no right to make any claims for shortage or correction. If a return should be necessary, Buyer will comply with the then-current Seller RMA procedures, which will be furnished to Buyer by Seller upon Buyers request. All products must be untouched and in original packaging. If any Goods are returned damaged or in incorrect packaging Seller reserves the right to reject the return or charge Buyer for costs and/or loss arising from damaged and/or incorrectly packaged Goods.  

(ii) In the event of non-delivery of Goods, no claims will be entertained and the Seller will accept no responsibility unless a separate notice in writing of such non-delivery reaches the Seller within fourteen days from receipt of the Seller’s invoice for such undelivered goods. 

9. BUYER’S PROPERTY

Buyer’s property and all property supplied to the Seller by or on behalf of the Buyer during the course of the contract shall, while it is in the property of the Seller or in transit to or from the Buyer, be at the Buyer’s risk. 

10. SELLER’S PROPERTY

Any tools, dies, moulds, patterns, drawings, plates or other similar articles used for the purpose of manufacturing, producing, assembling or testing the Goods shall become and remain the property of the Seller, notwithstanding that the Buyer may have paid the whole or part of the cost thereof. 

11. INTELLECTUAL PROPERTY

I. The Buyer acknowledges that the Seller retains all copyright and other intellectual property rights in respect of Goods supplied by the Seller and any drawings, plans, designs, inventions, computer programs, blueprints, circuits, diagrams, semiconductor topographies, models or memoranda (“Items”) produced by the Seller for the Buyer in respect of the supply of such Goods. The Buyer further acknowledges that the Seller shall remain the beneficial owner if the Items. 

II. The Buyer confirms to the Seller that if it shall supply Items to the Seller for the purpose of manufacture of such Goods, the Buyer is the beneficial owner of the intellectual property in such Items or has obtained the consent of the beneficial owner, and that it has used all reasonable endeavours to ensure that the Goods ordered, or any work comprised therein carried out to the Buyer’s specification do not infringe any third part’s intellectual property rights. 

12. RISK

The risk in Goods supplied by the Seller shall pass to the Buyer on delivery as set out in Clause 5. If within seven days from the Seller giving written notice to the Buyer that the Goods are ready for delivery or collection, the Buyer fails to collect, the Seller shall be entitled at the expense and cost of the Buyer to store the Goods in such a manner and at such location as the Seller deems appropriate and the risk of loss of or damage to the Goods shall pass to the Buyer forthwith. 

13. FORCE MAJEURE

(i) If the manufacture, production, assembly, transport or delivery of all or any part of the Goods is hindered, prevented or delayed by force majeure, the Seller shall not be liable for any loss or damage, cost or expense caused thereby and shall have, at its sole discretion, the right to cancel the contract in whole or in part or suspend or delay delivery without incurring any liability to the Buyer. 

(ii) By force majeure in Clause 15(i) above is meant Act of God, legislation, war, fire, flood, drought, failure of power supply, strike or other action taken by employees in contemplation or furtherance of a dispute, blockade, import or export embargo or any event or circumstance (out with the reasonable control of the Seller) resulting in an inability to perform in whole or in part any obligation under the contract. 

14. LIABILITY

(i) The warranties and undertaking contained in the following provisions of this Clause 14 are given by the Seller in lieu and to the exclusion (to the extent permitted by law) of any other representations, guarantees, conditions or warranties whatsoever (including warranties as to fitness for purpose or satisfactory quality) as to the Goods supplied by the Seller whether such representations, guarantees, conditions or warranties are expressed or implied, statutory or otherwise. 

(ii) The Seller warrants and undertakes that it will use sound components and materials (where components are supplied by the Seller) and methods of manufacturing and production, and warrants and undertakes that as regards assembly carried out by the Seller, the workmanship of the Seller will be free from defects. 

(iii) The warranty set out in Clause 14 (ii) above does not extend to components and materials not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee or undertaking as is given by the supplier or manufacturer to the Seller and as the Seller is entitled to pass on to the Buyer nor to materials specified by the Buyer for the purposes of the contract. 

(iv) The Seller shall be under and shall accept no liability (in contract or delict) in respect of any defects in the Goods arising from any drawings, materials, designs, plans and the like supplied by or through the Buyer or any variation or adaptation to the Goods which has been approved or instructed by the Buyer, unless otherwise agree in writing between the Buyer and the Seller. To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Sellers use of that specification. This sub-clause shall survive termination of the contract. 

(vii) If the Buyer wishes to claim that the Goods do not comply with the warranty set out in Clause 14 (ii), the Buyer shall promptly give written intimation to the Seller and shall give to the Seller or to the Seller’s agent full opportunity to inspect and test the Goods at the place to or at which the Goods were delivered. 

(viii) If the Seller agrees that the Goods are not in conformity with the warranty granted under Clause 14(ii) or the Seller does not wish to inspect the Goods, the Seller will at its option either:- 

(a) invite the Buyer to return such Goods at the cost of the Seller and by such means of transport as the Seller may instruct to the Seller’s premises whereupon the Seller will replace or repair the Goods: or 

(b) credit the value of such Goods to the Buyer’s account. 

On completion of such action set out in this sub-clause, the rights and remedies of the Buyer against the Seller shall be fully exhausted. 

(ix) The Seller hereby also expressly excludes:- 

(a) any liability (in contract or delict or otherwise howsoever) for consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever caused by or arising out of the use of the Goods after delivery; and 

(b) any liability (in contract or delict or otherwise howsoever) for loss or damage, costs or expenses arising from any defects resulting from negligent or improper use, storage or handling of the Goods or the treatment or use of the Goods, in a manner other than that for which they were to the Buyer’s knowledge manufactured, produced, assembled or supplied. 

(x) Notwithstanding the provisions of this Clause, if the Seller is liable in contract, delict or otherwise for breaches of its duties to the Buyer arising by reason of, or in connection with the contract, its liability shall be limited to the total price payable by the Buyer less the total amount which is recovered by the Buyer from any third party in respect of such neglect or default. 

(xi) Notwithstanding the terms of this Clause, the Seller shall be liable for death or personal injury resulting from its negligence. 

15. CANCELLATION

Subject to Clause 4 (ii), the Buyer shall have no right under any circumstances to cancel the contract in whole or in part without the prior written consent of the Seller which consent shall be conditional upon payment of such compensation or liquidated damages as the Seller shall reasonably require in the circumstances. 

16. NOTICES

Any notice, demand or other written communication required or permitted to be given to the parties hereunder including invoices shall be deemed to have been validly given if served personally or sent by first class pre-paid post to the place of business of the relevant party as set out in the order or quotation or confirmation of order. Any such notice, demand or other communication shall be deemed to have been served seven days after the time of posting where sent by post or at the time of delivery by hand. Any change of address must be notified by either party to the other within seven days of the change. 

17. SUB-CONTRACTS

The Seller may sub-contract the performance of the contract or any part thereof without the consent of the Buyer. 

18. SEPARATE AND SEVERABLE

Each Clause, sub-clause and paragraph in these items and conditions shall be separate and severable and enforceable accordingly. 

19. GOVERNING LAW

The performance of contracts hereunder and the interpretation of these terms and conditions of sale shall be governed by and construed in accordance with the Law of Scotland. The parties to the contract prorogate and submit to the non-exclusive jurisdiction of the Scottish Courts.

REGISTERED ADDRESS

Design LED Products Ltd.

Registered address: c/o Maclay Murray & Spens LLP, Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EP.

Office Address: Alba Innovation Centre, Alba Campus, Livingston, West Lothian, EH54 7GA, United Kingdom 

Tel: +44(0) 1506 592310, E-mail: info@designledproducts.com

VAT No. 829 3390 08

Registered number SC 258229