Avantech Lighting General Conditions

These terms & conditions can only be varied in writing by one of Avantech Lighting’ s Managers and the Buyer is hereby given express notice that Avantech Lighting’s Managers are the only representatives of Avantech Lighting authorised so to vary these terms & conditions on behalf of Avantech Lighting.

Notice & Terms of exclusion

2.1   Except as expressly provided herein. neither Avantech Lighting nor any of it’s employees or agents shall be liable for any claim by reason of any loss or damage or expense  whatsoever sustained by any person due to the use of or defects of whatsoever nature in or failure in  performance of the goods delivered to the Buyer under this contract or due to any act omission or error of whatsoever nature.
2.2    Except where a written representation or written warranty has been given by Avantech Lighting the Seller nor any of it’s employees warrants the accuracy of any information supplied or representation made to the Buyer.
2.3   All warranties and any other contractual terms of whatsoever nature that would but for this clause be implied into this contact by statue common law market usage or otherwise howsoever are hereby excluded.
2.4   (a) In the event that the Buyer or any person suffers any loss or damage for which Avantech Lighting is responsible in law directly or vicariously and which is proved to have been due to the goods delivered under this contract being wholly or in part otherwise conformity with any description or specification given in any specific written and/or defective in material or manufacture then on being notified in writing  by the buyer as provided for below, Avantech Lighting shall replace that part of the goods that do not conform or are defective as aforesaid or shall refund to the Buyer the price of the non-conforming/defective goods or pay compensation to the Buyer or any person suffering loss and damage as aforesaid for his proved loss up to but not exceeding the price of the goods under this contact but Avantech Lighting shall in no circumstances be liable for indirect or consequential loss or damage suffered by the Buyer or any person by reason of the non-conformity or defective quality of the goods.
(b ) The provisions of Clause (a) above shall only be effective in cases where the Buyer or any person to whom Avantech Lighting may be responsible gives written notice to Avantech Lighting- within 7 days of any    non-conformity/defect becoming apparent and in addition gives Avantech Lighting reasonable opportunity to have the goods inspected. Failure to comply with the terms of this clause will result in any claim that could otherwise have been made under Clause (a) against the Seller being barred. 
(c ) The provisions of (a) above shall only be effective:-
(i)    in the case of non-delivery where the buyer notifies the seller in  writing within 3 days of the date
on which the goods should have been delivered (allowing a reasonable time for delivery)
(ii)   in the case of short delivery where the buyer notifies the Seller by any means immediately within 3 days of the date on which the Buyer received the short delivered goods
(iii)   in case of goods damaged in transit when transit is included in the price where the Buyer has not waived the claim under Clause 7 herein and notifies the Seller in writing within five days of the date on which the Buyer received the damaged goods and gives Avantech Lighting a reasonable opportunity to have the damage inspected.
Failure by the Buyer to comply with the terms of this clause will result in any claim that could otherwise have been made against the Seller under (a) above being absolutely barred.

3 .Indemnity

The Buyer shall be solely responsible to third parties who suffer any loss or damage by reason of or in connection with the goods and the Buyer shall indemnify Avantech Lighting against all liabilities Avantech Lighting may incur by reason of negligence or otherwise to any third party who suffers such loss or damage. The Buyer should make his own insurance arrangements accordingly.

4. Payment

4.1 Payment shall be made thirty days after delivery only where there is a prior agreement with the  customer that a credit account has been agreed by Avantech Lighting
4.2  Should the Buyer fail to give forwarding instructions by the time the goods are
ready for delivery for the purposes of accounting the goods shall be deemed to be delivered and invoiced accordingly payment being due thirty days after the date on invoice
4.3   In the case of a contract involving more than one delivery if default is made in payment on the due date for any one delivery Avantech Lighting may treat the contract as repudiated by the Buyer and claim damages accordingly.
4.4  Failure to settle outstanding accounts by the due date for payment may at the Sellers discretion render these accounts liable to interest which may be charged at 1.5% above the current Bank of England base rate for the time being in force upon the total value of the invoice until such accounts are paid in full.
4.5 The Buyer hereby waives any right of set-off he may have or acquire against the amounts charged by the Seller under this contract and the Buyer shall be liable to make payment in full without making any deductions whatsoever unless agreed by the Seller in writing.

5.  Title Retention Clause

5.1 The goods shall be at the Buyers risk from the date of delivery
5.2 In spite of delivery being made the property in the goods shall not pass from Avantech Lighting  until
(I) The Buyer shall have paid the price plus any V .A. T. payable in full and in the case of payment by cheque until such time as the same shall have been cleared through the usual banking system and
(ii)  No other sums whatever shall be due from the Buyer to Avantech Lighting
5.3 Until the property in the goods pass to the Buyer the Buyer shall hold the goods and  each item thereof on a fiduciary basis as bailee for Avantech Lighting. The Buyer shall store the goods (at no cost to Avantech Lighting) separately from all other goods in it’s possession and marked in such a way that they are clearly identified as Avantech Lighting’s property
5.4  Notwithstanding that the goods ( or any item thereof) remain the property of Avantech Lighting , the Buyer may sell the goods in the ordinary course of the Buyer’s business at full
market value for the account of Avantech Lighting. Any such sale or dealing shall be a sale or use of Avantech Lighting’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until the property in the goods pass from Avantech Lighting the entire proceeds of sale or otherwise of the goods or any item thereof shall be held in trust for Avantech Lighting and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times be identified as Avantech Lighting’s money. In the event that the Buyer shall be a limited company (Private or Public) the directors of the Buyer shall and are deemed to accept personal responsibility to ensure that such monies are retained and held in trust for Avantech Lighting. Avantech Lighting shall be entitled to recover the price {plus any V .A. T. payable) notwithstanding that the property in the goods has or has not passed from Avantech Lighting.

1. Until such time as the property in the goods pass from Avantech Lighting the buyer shall upon request deliver up such of the goods as have not ceased to be in existence or re-sold to Avantech Lighting. If the Buyer fails to do so Avantech Lighting may enter upon any premises owned occupied or controlled by the Buyer where the goods or any item thereof is situated and re-possess the goods or any such item thereof. On the making of such request the rights of the Buyer under Clause 5.4 shall cease.

5.7        The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the goods  which are the property of Avantech Lighting. Without prejudice to the other rights of Avantech Lighting if the Buyer does so all sums whatsoever owing by the Buyer to Avantech Lighting shall forthwith become due and payable
5.8        The Buyer shall insure and keep insured the goods to the full price against all risks to the reasonable satisfaction of Avantech Lighting until the date that the property in the goods pass from Avantech Lighting and shall whenever requested by Avantech Lighting produce a copy of the policy of insurance. Without prejudice to the other rights of Avantech Lighting if Avantech Lighting fails to do so all sums whatsoever owing by the Buyer to Avantech Lighting shall forthwith become due and payable
5.9        Where applicable the Buyer shall promptly deliver the prescribed particulars of this contract to the Register in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of Avantech Lighting if the Buyer fails to do so where it is applicable all sums whatever owing by the Buyer to Avantech Lighting shall forthwith   become due and payable.

6.Delivery

6.1        Goods shall be delivered as soon as ready or as otherwise agreed in writing
6.2        In the case of a contract involving more than one delivery :-
(i)          deliveries shall be accepted within six months of the date of the first delivery unless otherwise agreed in writing between the parties. In the event of the Buyers failure to accept a delivery the balance of goods undelivered shall be invoiced and payment for such balance shall be due at and from the date of the invoice
(ii)         any failure or defect in any delivery shall not violate the contract or give the Buyers any right to determine the contract
6.3        While every effort will be made by Avantech Lighting to effect delivery as soon as ready or according to any prearranged dates the Sellers Liabilities for late delivery or non- delivery shall be regulated by Clause                                                                                                                                                                                                 

7 Damage in Transit

When delivery is included in the price Avantech Lighting’s liabilities in the event of goods being lost or damaged in transit shall be regulated by Clause 2 save that an acceptance note signed by the Buyer his agent or employee shall operate as a waiver of any claim made by the Buyer in respect of such damage. In all other cases goods shall be at the Buyers risk from the time of dispatch from Avantech Lighting after which time any loss damage or deterioration of the goods from whatever cause shall be borne by the Buyer.
8 Cancellation By Buyer
An order once placed cannot be cancelled by the Buyer except by agreement with the Seller who will require to be fully indemnified.
9 Cancellation By Avantech Lighting
All material and goods are sold subject to availability of stock and materials for manufacture. Accordingly and/or in any event Avantech Lighting may cancel the contract without incurring any liabilities of any kind to the Buyer or any person in the event that Avantech Lighting’ s performance of this contract is hindered by any cause whatsoever beyond the control of Avantech Lighting including but not limited in any way to any act of God strikes lock -outs fire floods drought tempest or any inability of Avantech Lighting or a sub-contractor (whether nominated by the Buyer or his customer or any other person) to procure materials or articles required for the performance the contract or any failure (through inability or otherwise) or any sub- contractor nominated by the Buyer or his customer to perform any obligation for which Avantech Lighting would (or would but for this clause) be responsible.
10 This contract sets out the entire agreement between the parties with respect to the subject matter hereof and all prior oral or written agreements understandings or negotiations are hereby  superseded and of no further force or effect.
11 Notices
All notices or notifications to be given to and by the parties to this agreement shall be sent by pre- paid registered post to the address given in this contract ( or to such other address as may be notified for that purpose from time to time) and shall be deemed to have been received 48 hours after postage, proof of due posting shall be sufficient evidence of delivery.

This agreement shall be construed and governed by English Law.