Terms & Conditions

1. Definitions

In this Agreement, the following words shall have the following meanings:

1.1
"the Supplier" means Astro Lighting Limited
1.2
"the Customer" means the Customer of the Supplier
1.3
"the Contract" means any contract between the Supplier and the Customer for sale of goods
1.4
"the Goods" means any goods which the Supplier agrees to supply to the Customer in accordance with these Terms and Conditions
1.5
the "Conditions" mean:
1.5.1
the correspondence of the Goods with any description; and/or
1.5.2
the quality of the Goods; and/or
1.5.3
the fitness of the Goods for any purpose(s) whatsoever (whether made known to the Supplier or not)

2. Conditions Applicable

2.1
the express provisions of this Agreement shall apply to the sale of the Goods by the Supplier to the Customer, however such provisions are introduced (including but not limited to provisions included on any purchase orders, confirmations of order or similar documents) ("Customer's Provisions"). For the avoidance of doubt, the Customer acknowledges and agrees that the Supplier shall not be bound by any of the Customers Provisions
2.2
an order for the Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to the provisions of this Agreement
2.3
acceptance of the delivery of the Goods shall be deemed conclusive evidence of the Customer's acceptance of this Agreement
2.4
any variation to the provisions of this Agreement (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier

3. Description

The Customer acknowledges and agrees that any description which is given or applied to the Goods:

3.1
is only for the purpose of identifying the Goods; and
3.2
shall not make this Agreement a sale by description; and
3.3
is not relied on by the Customer when entering into this Agreement

4. Sample

The Customer acknowledges and agrees that where a sample of the Goods have been shown to and/or inspected by the Customer:

4.1
the sole purpose of doing so was to enable the Customer to judge the quality of the bulk; and
4.2
does not constitute a sale by sample

5. Price

5.1
all amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Customer
5.2
the Supplier reserves the right to adjust its prices for any increase in any costs of any kind arising for any reason after the date of the Contract
5.3
the Customer shall pay the price for the Goods as stated on the invoice and not as stated on any quotation, estimate, documentation or given orally

6. Delivery

6.1
the Supplier shall deliver the Goods to the address of the Customer or other delivery point agreed by the Supplier
6.2
the Goods are deemed to be delivered to the Customer when the Supplier makes them available to the Customer or agent of the Customer or any carrier (who shall be the Customer's agent whether or not the charges are paid by the Supplier or Customer) ("Delivery Date")
6.3
for the avoidance of doubt, the Delivery Date or other date given under this Agreement or within the Customer's provisions, is no more than an estimate, and shall not be of the essence
6.4
the Supplier shall not be liable for any penalty, loss, injury, damage or expense arising from the delay or failure in delivery or performance for any reason whatsoever, nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract
6.5
if the Customer fails to take delivery of the Goods or any part of them on the due date and fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on the due date, the Supplier shall be entitled, upon giving written notice to the Customer, to store or arrange the storage of Goods. In this situation, the risk in the Goods shall pass to the Customer and delivery will be deemed to have taken place. The Customer shall be liable to pay to the Supplier all costs and expenses arising as a result of the failure to take delivery

7. Risk

The risk in the Goods shall pass to the Customer on the Delivery Date

8. Property

8.1
The property in the Goods shall not pass to the Customer until the Supplier has received the payment of the price (and any other sums that are due or owing to the Supplier) in full, whether or not delivery has made
8.2
The Supplier shall be entitled at any time before the title passes to re-possess and dismantle (without being liable for any damage caused by doing so) all or any of the Goods and for that purpose to enter any premises of the Customer

9. Payment

9.1
payment for the Goods shall be made within 30 days of the end of the month in which the Supplier's invoice is sent
9.2
if payment is not received by the due date, the Supplier shall be entitled:
9.2.1
to charge interest on the outstanding amount at the rate of 4% per annum above the base-lending rate of NatWest Bank plc, accruing daily; and
9.2.2
to require that the Customer make a payment in advance of any delivery not yet made; and
9.2.3
not to make any delivery in respect of goods ordered but not yet delivered

10. Acknowledgement of Examination

The Customer acknowledges and agrees:

10.1
the Supplier has given the Customer a reasonable opportunity to inspect the Goods;
10.2
that the Customer has inspected the Goods;
10.3
that the Customer is satisfied as to the condition of the Goods;
10.4
that the Supplier has not given any warranty or condition as to quality or fitness for any purpose of the Goods;
10.5
that all conditions or warranties, express or implied (whether by statute or otherwise), are expressly excluded;
10.6
that delivery of the Goods to the Customer shall be conclusive evidence that the Customer has examined the Goods and that the Goods are in conformity with the Contract description, in good order and condition, of satisfactory quality and fit for any purpose to which they may be required

11. Defects

11.1
the Supplier will, at its option, either make good by repair or the supply of a replacement, defects which, under proper use, appear in the Goods within a period of 12 months after the Goods have been delivered, provided that:
11.1.1
the Customer notifies the Supplier in writing of the claimed defects immediately on their appearance; and
11.1.2
the Supplier is satisfied that the defects arise solely from faulty design (other than a design made, furnished or specified by the Customer for which the Supplier has disclaimed responsibility in writing), materials or workmanship and agrees in writing to their return; and
11.1.3
the Goods or parts thereof claimed to be defective are returned to the Supplier at the risk of the Customer but at the expense of the Supplier
11.2
the repaired or replacement Goods will be delivered to the Customer to the original place of delivery, but otherwise subject to the provisions of this Agreement
11.3
as an alternative to clause 11.1, the Supplier shall be, in its absolute discretion, entitled to return the price to the Customer if the Customer has already paid the price when the claimed defect is notified by the Customer to the Supplier
11.4
the remedy provided in this Clause 11 is without prejudice to the other provisions of this Agreement, including, without limitation, clause 12 below

12. Liability

12.1
the Supplier shall not incur or accept any liability concerning any representation made by the Supplier (or made on the Supplier's behalf) to the Customer (or any person acting on behalf of the Customer) prior to the making of this Agreement where such representation was made or given in relation to the Conditions
12.2
the Supplier shall not accept any liability to the Customer concerning any express term or provision of this Agreement where such a term relates to the Conditions
12.3
12.3all terms, conditions or warranties implied by statutory or common law relating to the Conditions are excluded from the Agreement to the fullest extent permitted by law

13. General

13.1

Force Majeure

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party.
13.2

Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the parties
13.3

Entire Agreement

This Agreement contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud
13.4

Waiver

No failure or delay by the Supplier in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law
13.5

Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, by severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement
13.6

Law and Jurisdiction

The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit
13.7

Headings

The headings of Conditions are for convenience of reference only and shall not affect their interpretation
13.8

Third Parties

For the purposes of the Contract, Rights of Third Parties Act 1999, this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions
13.9

Interpretation

In this Agreement, unless the context otherwise requires:
13.9.1
words importing any gender include every gender;
13.9.2
words importing the singular number includes the plural number and vice versa;
13.9.3
words importing persons include firms, companies and corporations and vice versa;
13.9.4
the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
13.9.5
any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment;
13.9.6
where the word "including" is used in this Agreement, it shall be understood as meaning without "limitation"