TERMS & CONDITIONS

GENERAL CONDITIONS OF SALE

MARWOOD ELECTRICAL COMPANY LIMITED (“the Company”)
MAIDSTONE ROAD, PADDOCK WOOD
TONBRIDGE, KENT TN12 6DR

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14

1. Definitions

“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“these Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause 27.
“the Contract” the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
“the Customer” the person or firm who purchases the Goods from the Company.
“Events of Default” the events listed in clause 18 of these Conditions.
“the Goods” the goods (or any part of them) set out in the Order.
“the Order” the Customer’s order for the Goods.

2. Basis of Contract

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. Acceptance of delivery of the Goods from the Company shall be conclusive evidence before any court or arbiter that these Conditions apply to the sale of the Goods.
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.
3. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order by way of an Order Acknowledgement Form, at which point the Contract shall come into existence.
4. A quotation for the Goods given by the Company shall not constitute an offer capable of acceptance so as to make a binding contract. A quotation shall only be valid for the stated period.

3. Future Contracts

If, subsequent to any contract of sale which is subject to these Conditions, a contract of sale is made with the same Customer without reference to any conditions of sale or purchase, such contract howsoever made shall be deemed to be subject to these Conditions.

4. Credit

Acceptance of any order by the Company from any Customer shall be subject to the Company being satisfied as to the Customer’s credit references and that the Customer has not exceeded its credit limit (if any).

5. Goods

1. The Company shall take all reasonable care to ensure that the Goods comply in all material respects with any specifications quoted in any sales literature supplied by it.
2. All descriptions, specifications, drawings and particulars in relation to weight, dimensions and performance of the Goods issued by the Company are approximate only and are intended only to present a general idea of the Goods. As such they shall not be relied upon as a basis for entering into any contract with the Company nor do they form part of any contract between the Company and the Customer.
3. The Company reserves the right to alter any of the specifications for the Goods at any time and for any reason (including if required to do so by any applicable statutory or regulatory requirements) without prior notice to the Customer and without any liability on the part of the Company.
4. The Customer shall in determining the fitness for purpose of the Goods rely entirely on its own skill and judgment and not that of the Company.

6. Price & Payment

1. The price of the Goods shall, subject to clause 6 (b), be the price set out in the Order Acknowledgement Form.
2. The Company reserves the right to charge prices different from those set out in the Order Acknowledgement Form in the event of any cost increases caused by:
   1. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or
   2. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions or
   3. any circumstances beyond the Company’s control (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs).
   4. the imposition of any charges, taxes, tariffs or other payables by a relevant an competent authority on the Goods or any constituent part thereof, including but not limited to any import or export tariffs applied by any member state of the European Union.
3. Terms of payment are strictly nett and there is no further discount applicable to the price of the Goods set out in the Order Acknowledgement Form unless the same is agreed separately between the Company and the Customer in writing or marked on the front of the invoice. All prices are subject to the addition of Value Added Tax at the rate prevailing at the date of dispatch of the Goods and other charges referred to herein.
4. The Company shall invoice the Customer on or around the date that the Goods are dispatched to the Customer or at any time thereafter. The Customer shall pay the relevant invoice in full and in cleared funds by no later than the end of the month following the month in which the Goods are invoiced to the Customer by the Company not withstanding any claim (of whatever nature) which the Customer may have against the Company. Payment shall be made by the Customer to the bank account detailed on the relevant invoice. Time of payment is of the essence of the contract between the Company and the Customer. Should additional sums become due and payable in accordance with clause 6 (b), the Company will submit a further invoice to the Customer, which shall be payable on the same terms as stated in this clause 6 (d).
5. If the Customer fails to pay the relevant invoice in full and cleared funds by the due date for payment, (without prejudice to any of the Company’s other rights and remedies in respect of such breach) then:
   1. the Company shall be entitled to recover the price of the Goods from the Customer by action, even though title in the Goods has not yet passed to the Customer in accordance with the provisions of clause 12 below;
   2. all other sums owing or incurred by the Customer to the Company but not already due for payment shall thereupon become due and immediately payable in full; and
   3. the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6. The Company shall have the right, at its sole discretion, to appropriate as it thinks fit any payment received by it from or on behalf of the Customer to the whole or any part of any debt whatsoever due owing or incurred by the Customer to it at the time such payment is received.
7. If the Goods are to be delivered in more than one consignment, the Company shall, in relation to each consignment, invoice the Customer on or around the date that such consignment is dispatched to the Customer and each invoice shall be treated as a separate account and be payable accordingly.
8. Payment of invoices by purchasing/credit/debit card will attract additional charges to cover the relevant bank charges.

7. Packing

The cost of packing cases, pallets, skids, drums and other packing materials that would usually be expected to be returned to the Company will be charged to the Customer in addition to the price for the Goods if the same are not returned in good condition, carriage paid, to the Company within one month of delivery of the Goods.

8. Delivery

1. All times and dates for delivery of the Goods quoted by the Company are estimates only and the time of delivery is not of the essence.
2. While the Company will make every endeavour to meet any quoted delivery times and dates the Company shall not in any event be liable to the Customer for the consequences of any delay in delivery of the Goods that is caused by an event detailed in clause 10 (Force Majeure) 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 or the Customer’s failure in any other respect and the Customer shall not be entitled to refuse to accept the Goods or to terminate the Contract because of late delivery even if the Customer purports to make time of the essence of the Contract.
3. Unless otherwise agreed, delivery shall take place when the Goods are delivered to the Customer at the address specified on the Order Acknowledgement Form. Delivery is constituted by the attendance of the delivery vehicle at that address with the Goods even if the delivery site is unmanned and even if the Goods are not unloaded. Deliveries to take place outside of normal working hours must be agreed by the Company.
4. In the event that the Company is unable, for any reason (including, without limitation, due to the delivery site being unmanned or the Customer refusing to allow the Goods to be unloaded), to unload the Goods upon delivery taking place then the Company shall store the Goods at its premises and re-deliver at another date and time agreed with the Customer. The Company reserves the right to charge the Customer for all costs and expenses (including insurance) related to such storage where it deems fit.
5. The Company may deliver the Goods by instalments and each instalment shall be invoiced and paid for separately and no failure of or delay in delivery of any installment or any defect in the contents thereof shall entitle the Customer to treat the Contract as repudiated with regard to any remaining instalments or give the Customer grounds for delay in paying for any instalment of the Goods already delivered.

9. Carriage

Unless otherwise agreed the Company will arrange for the Goods to be transported carriage free within the mainland of Great Britain, but the Company reserves the right to charge for any special delivery arrangements requested and for small value deliveries and for deliveries to any of the offshore islands which come within the British Isles. The Company reserves the right to choose the method of transport in all circumstances.

10. Force Majeure

Without prejudice to the generality of clause 8 above, the Company reserves the right to suspend any deliveries which have not been made by virtue of any event or circumstance which is beyond the Company’s reasonable control (including without limitation strike, lock-out, riot, civil commotion, fire, accident, explosion, tempest, act of God, war, terrorist attack, stoppage of transport, short supply of goods or raw materials or any other contingency whatsoever preventing the manufacture or delivery of the goods) and in any such case deliveries may, at the option of the Company, be cancelled or, with the agreement of the Customer, made within the same time frame commencing after the period of suspension but the Company shall not be in breach of the Contract nor be liable to the Customer in any way for any loss caused by such cancellation or postponement of delivery.

11. Risk

Risk in the Goods shall pass to the Customer upon delivery. From the time of delivery until the time that title in the Goods passes to the Customer in accordance with the provisions of clause 12 below, the Customer shall keep the Goods insured against all risks for their full value with a reputable insurer for the benefit of the Company. Immediately upon the Company’s request the Customer will procure that the insurer notes the Company’s interest on the policy. The Customer shall hold the proceeds of any claim upon such insurance in respect of the Goods on trust for the Company and shall account to the Company for them.

12. Title

1. Notwithstanding delivery and the passing of risk, title in the Goods shall remain with the Company until the Company receives payment in full (in cash or cleared funds) by or on behalf of the Customer of all sums (whether in respect of the Goods or otherwise) howsoever due owing or incurred at the time such payment is received from the Customer by the Company, at which time (and not earlier) title in the Goods shall pass to the Customer.
2. Until title in the Goods passes to the Customer, the Customer shall be the bailee of the Goods for the Company, shall maintain the Goods in satisfactory condition and shall store the Goods securely, safely, separately from the Customer’s own goods or those of any other person and in a manner which makes them readily identifiable as the property of the Company. Also, the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
3. If, before title to the Goods passes to the Customer, any of the Events of Default occur then, without limiting any other right or remedy the Company may have, the Company may at any time:
   1. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
   2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, or where the Company reasonably believes them to be stored without prior notice, in order to recover them.
4. While the Customer is in possession of the Goods but title to the Goods has not yet passed to the Customer, the Customer may not under any circumstances re-sell the Goods.

13. Lien

The Company shall be entitled to a general lien on all goods and property owned by the Customer in the Company’s possession (although the Customer may have paid for the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any goods sold and delivered to the Customer under any contract or in satisfaction of any claim for damages made by the Company against the Customer.

14. Exclusion of Terms/Limitation of Liability - The Customer’s attention is particularly drawn to this clause 14

1. Save as otherwise provided in these Conditions, the Company shall not be liable to the Customer in respect of any representation, warranty, undertaking or condition, whether express or implied by statute, trade custom or otherwise howsoever as to the life or wear of the Goods nor that they will be suitable for any particular use or purpose under any specific conditions whether or not that purpose or those conditions are known to the Company. For the avoidance of any doubt, the terms implied by sections 13-15 (inclusive) of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
2. Subject to clause 14 (c)
   1. 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 (a) any loss of profits, sales, business or revenue arising under or in connection with the Contract or (b) any loss or corruption of data, information or software, loss of business opportunity, loss of anticipated savings or loss of goodwill arising under or in connection with the Contract or (c) any indirect or consequential loss arising under or in connection with the Contract or (d) any delay or failure to perform any of the Company’s obligations under the Contract if such delay or failure is due to any cause beyond the Company’s reasonable control or due to any breach of the Customer’s obligations under the Contract; and
   2. Subject to the Company being able to recover any sums payable under this clause from the manufacturer/supplier of the Goods, 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 total price of any Goods that are found to be defective provided that the Company may at its sole discretion instead of satisfying such liability in cash satisfy such liability by either (a) replacing such Goods with goods as nearly as identical as possible or goods of equal quality or (b) issuing a credit note for the price of such Goods.
3. Nothing in these Conditions shall limit or exclude the Company’s liability for
   1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable)
   2. fraud or fraudulent misrepresentation
   3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or
   4. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

15. Claims for Damage Defect Loss or Non-Delivery

1. The Customer shall inspect the Goods immediately upon delivery.
2. The Goods shall be deemed to have been delivered undamaged, in good order, repair and condition without any shortage and to the Customer’s satisfaction unless the Company receives written notice to the contrary as follows:-
   1. in the case of any defect or damage to the Goods which would have been apparent on reasonable inspection by the Customer or any shortage in delivery within 48 hours of the date of delivery;
   2. in the case of non-delivery of any of the Goods within 7 days of the date the Customer was notified the Goods were due to be delivered; and
   3. in any other case not mentioned in (i) or (ii) above within 3 months of the date of invoice.
3. In the event of the Company receiving such written notice within the aforesaid time limits and provided that the Company is given a reasonable opportunity of examining the relevant Goods, the Company shall, at its option, repair or replace the defective Goods with goods as nearly as identical as possible or goods of equal quality or refund the price of the defective Goods.
4. In the event of the Company not receiving such written notice within the aforesaid time limits, the Company shall, subject to clause 14(c), be under no liability to the Customer whatsoever in relation to any defects or damage to the Goods.

16. Manufacturer’s Warranty

All Goods are manufactured by third parties. Therefore, the benefit of any warranty given by manufacturers/suppliers shall be passed onto the Customer. The Company shall have no liability in respect of the warranty whatsoever.

17. Return of Goods

No Goods supplied in accordance with the Contract can be returned by the Customer without the prior consent of the Company and if given, the Company may charge a re-stocking fee at its discretion payable in advance. Goods produced to special order may not be returned.

18. Termination

Without limiting any of its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:

1. the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
2. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the Customer being notified in writing to do so;
3. 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;
4. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
5. 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.

19. Effect of Termination

1. On termination of the Contract for any reason the Customer shall immediately pay to the Customer all of the Customer’s outstanding unpaid invoices and interest.
2. 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.
3. 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.

20. Suspension

Without limiting any of its other rights or remedies, the Company may suspend delivery of the Goods (or any instalment 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 of Default, or the Company reasonably believes that the Customer is about to become subject to any of them.

21. Indemnity for cancellation/termination

The Customer shall not, under any circumstances or for any reason, cancel the Order once it has been accepted by the Company unless it has the prior written consent of the Company to do so and if such consent is given by the Company or if the Company or the Customer terminates the Contract for any reason then the Customer shall indemnify the Company against, and shall pay to the Company a sum equal to, all liabilities, costs, expenses, damages and losses (including, without limitation, all cancellation or other fees paid by the Company to its supplier of the Goods) suffered or incurred by the Company directly or indirectly arising out of or in connection with or directly or indirectly as a result of such cancellation or termination.

22. Health & Safety

The Customer shall take all reasonable steps to ensure that the Goods are used in accordance with all instructions and warnings from the Company and/or the manufacturer relating to the safe and proper use of the Goods.

23. Assignment and other dealings

1. 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.
2. 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.

24. Waivers

The Company’s rights and remedies shall not be prejudiced by any indulgence or forbearance to the Customer and no waiver by the Company of any breach by the Customer shall operate as a waiver of any subsequent breach.

25. Severability

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.

26. Notices

1. 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 26(a), and shall be delivered personally, sent by pre- paid first class post or other next working day delivery service, commercial courier, or fax or e-mail.
2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 26(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00am 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 fax or e-mail, one Business Day after transmission.
3. The provisions of this clause 26 shall not apply to the service of any proceedings or other documents in any legal action.

27. Variation

Any purported variation of the Contract will be void and of no effect unless agreed in writing by the Company and the Customer.

28. Export

These Conditions, together with the latest provisions of incoterms, will apply to Export quotations and Export orders. The Company prefers Export orders to be confirmed by a recognized Confirming House or supported by an Irrevocable Letter of Credit but may be prepared to grant Sight Draft facilities to approved accounts. Any costs incurred in correcting, or delivery times delayed by correcting, drawn letters of credit shall be the responsibility of the Customer. All quotations for packing freight postage and insurance premiums are approximate only and any variations will be for the Customer’s account. Value Added Tax at the appropriate rate in force at the Tax Point date will be charged unless suitable Proof of Export can be provided.

29. WEEE

The Company has certain responsibilities under the Waste Electrical and Electronic Equipment Regulations 2013 (“the WEEE Regulations”) in relation to the environmentally sound recycling of non-household luminaires and the gas discharge lamps that are embodied within them. In this respect, the Company shall charge the Customer an amount which may vary from time to time in relation to the cost of such recycling (“the Recycling Fee”) in addition to the price of the Goods and the Recycling Fee shall be invoiced to the Customer at the same time as the price of the Goods.

30. Third Party Rights

The provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.

31. Entire Agreement

1. The Contract constitutes the entire agreement between the Customer and the Company and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each of the Customer and the Company agrees (i) 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 the Contract and (ii) that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

32. Governing Law and Jurisdiction

1. 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.
2. The Company and the Customer irrevocably agree 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.