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0208 561 4501

Terms and Conditions

1. Definitions

1.1. "the Company" means Multi-Lite (UK) Limited, 15 Airlinks, Spitfire Way, Heston, Middlesex TW5 9NR.

1.2. "the Conditions" means the standard terms and conditions of sale set out in this document.

1.3. "the Contract" means the contract for the sale and purchase of the Goods and Services by the Company.

1.4. "the Customer" means the entity, firm or person to whom the Goods and Services are to be supplied by the Company.

1.5. "the Goods' means all goods, services and materials which are the subject of the Customer's order.

2. Interpretation

2.1. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.2. Any reference in these Conditions to any statute, statutory provision, subordinate legislation, code or guideline ("legislation") shall be construed as referring to such legislation as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated.

3. Basis of Sale

3.1. There shall be no binding contract between the Company and the Customer until the Company notifies the Customer of its acceptance of the Customer's order, either in writing or by telephone, or (if earlier) the Company delivers the Goods and Services to the Customer.

3.2. Any quotation is given subject to Condition 3.1 and is valid for a maximum period of 30 days only from its date, provided that the Company does not withdraw it within such period.

3.3. The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.

3.4. Each order for Goods and Services by the Customer shall be deemed to be an offer by the Customer to purchase the Goods and Services subject to these Conditions.

3.5. All orders which are accepted are subject to these Conditions which shall apply to the exclusion of all other terms and conditions, including any standard terms of the Customer.

3.6. Any purported variation, alteration or addition to these Conditions, and any representations about the Goods and Services, are inapplicable unless agreed in writing and signed by the General Manager of the Company.

4. Cancellation of Orders and Returns

4.1. The Customer shall not be entitled to cancel an order which has been accepted by the Company except upon terms agreed with the Company which reimburse the Company for its loss of profit and expenses incurred by the Company in respect of the order up to date of receipt by the Company of written notification of cancellation from the Customer.

4.1.1. After collection or delivery of goods, no return of goods will be accepted by The Company set out in Condition 4.1, unless agreed in written notification by The Company by way of a Returns Number. This number should clearly be marked on returns paperwork along with the reason for the return in writing. All agreed returns, accompanied with a Returns Number, is at The Customers expense.

4.2. All agreed returns to The Company should be made in the correct original packaging, as supplied by The Company on collection or delivery of original goods.

4.2.1. Any agreed return set out in Condition 4.1.1 from The Company with a Returns Number, must be received at The Company within 30 days of the agreed Returns Number date. Failure to return the agreed goods within this period will result in the Returns Number being cancelled and deleted by The Company. Condition 4.1.1 would then be applicable.

4.3. Upon return to The Company of the agreed goods within 30 days and with supporting Returns Number and Condition 4.2, The Company will inspect the goods and provide the agreed Credit of the original invoice to The Customers account, excluding any delivery charges, unless:

4.3.1. the returned goods are deemed unacceptable for the agreed Credit. In which case a notification of refusal of credit will be made in writing explaining the reasons of refusal of credit by The Company to The Customer, condition 8.4 will then apply.

5. Prices

5.1. Unless otherwise agreed by the Company in writing, the price for the Goods and Services shall be the price set out in the Company's price list applicable on the date of delivery or deemed delivery.

5.2. Unless otherwise agreed, all prices quoted by the Company are exclusive of delivery charges and are exclusive of Value Added Tax all of which amounts the Customer shall pay (in addition to the price of the Goods) when it is due to pay for the Goods.

6. Payment

6.1. The Customer shall pay for the Goods when its order is accepted or the Goods are delivered in accordance with Condition 3.1, unless credit facilities have previously been agreed in writing; in which event payment shall be made by the Customer no later than 30 days after the invoice date. Time for payment shall be of the essence.

6.2. No discount is allowable unless previously agreed in writing by the Company.

6.3. If the Customer fails to comply with its payment obligations-

6.3.1. The Company may suspend performance of the remainder of the Contract or any other Contracts with the Customer, and

6.3.2. The Company may, by notice in writing to the Customer, declare all other sums owing by the Customer to the Company (whether under the Contract or any other contracts or on any other account) which at the date of the notice are not immediately due and payable and the Customer shall pay the same to the Company accordingly.

6.4. Without prejudice to the Company's other rights, the Company reserves the right to charge interest on delayed payments from the due date on a day to day basis at a rate of 4% above the base lending rate of HSBC Bank from time to time in force until full payment has been received.

7. Risk/Title

7.1. The Goods shall be at the risk of the Customer:

7.1.1. if they are delivered by the Company's own transport, from the time at which they are unloaded from the vehicle delivering them; or

7.1.2. if they are collected by the Customer, or a third party, from the time at which loading them onto the collecting vehicle has been completed.

7.2. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

7.2.1. the Goods and Services; and

7.2.2. all other sums which are or which become due to the Company from the Customer on any account.

7.3. Until ownership of the Goods has passed to the Customer, the Customer must:

7.3.1. hold the Goods on a fiduciary basis as the Company's bailee;

7.3.2. store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;

7.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.3.4. maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and

7.3.5. hold the proceeds of the insurance referred to in condition 6.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

7.4. The Customer's right to possession of the Goods shall terminate immediately if:

7.4.1. the Customer has a bankruptcy order made against them or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

7.4.2. the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

7.4.3. the Customer encumbers or in any way charges any of the Goods.

7.5. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

7.6. The Customer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.

8. Delivery

8.1. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business. The Customer will take delivery of the Goods within [14] days of the Company giving it notice that the Goods are ready for delivery.

8.2. Any dates specified by the Company for delivery of the Goods and Services are intended to be an estimate and shall be non-binding. Time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

8.3. Subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.

8.4. If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licenses or authorisations:

8.4.1. risk in the Goods will pass to the Customer upon Customer's refusal or inability to accept the Goods (including for loss or damage caused by the Company's negligence);

8.4.2. the Goods will be deemed to have been delivered upon Customer's refusal or inability to accept the Goods; and

8.4.3. the Company may store the Goods until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

9. Inspection & Acceptance

9.1. The Goods must be examined by the Customer at the time of delivery or collection and signed for.

9.2. Any loss or damage to the Goods or any part thereof or any dispute in relation to the Goods must be notified in writing to the Company within 3 days of delivery or collection and any damaged Goods must be returned at the Customers expense and if no liability is attached to the Company the Customer shall also pay the cost of the return.

9.3. Subject to Condition 11.6, if the Customer fails to give notice the said Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for the Goods accordingly.

9.4. Only in circumstances where the Company has agreed to deliver the Goods with its own transport and the Goods are lost or damaged during transit shall the Company either issue the Customer with a credit note in respect of, or replace, the Goods. The Customer shall accept such credit note or replacement in full and final settlement and satisfaction of any and all claims which it may have against the Company in respect of any Goods lost or damaged in transit and the Company shall not be liable to the Customer for any loss, loss of profit, or expense whatsoever arising from any loss or damage to the Goods or any part thereof in transit.

10. Quality

10.1. The Customer undertakes to use the Goods at all times in accordance with the instructions (if any) and/or purposes recommended by the manufacturer of the Goods.

10.2. The Company warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 3 months from the date of delivery, the Goods will:

10.2.1. be of satisfactory quality within the meaning of the Sale and Supply of Goods Act 1994;

10.3. In the event that the Customer alleges a breach of any of the warranties in condition 10.2 then it must:

10.3.1. give written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 3 days of the time when the Customer discovers or ought to have discovered the defect; and

10.3.2. give the Company a reasonable opportunity after receiving the notice of examining such Goods (if asked to do so by the Company) return such Goods to the Company's place of business.

10.4. The Company shall not be liable for a breach of any of the warranties in condition 10.2 if:

10.4.1. the Customer makes any further use of such Goods after giving a notice pursuant to Clause 10.3; or

10.4.2. the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

10.4.3. the Customer alters or repairs such Goods without the written consent of the Company; or

10.4.4. Customer, or its agent(s), is negligent or careless in its use of the Goods.

10.5. Subject to conditions 10.3 and 10.4, if any of the Goods do not conform with the warranty in condition 10.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall return the Goods or the part of such Goods which is defective to the Company.

10.6. If the Company complies with condition 10.5 it shall have no further liability for a breach of any of the warranties in condition 10.2 in respect of such Goods.

10.7. This warranty is in addition to any warranty given by the manufacturer and is not transferable to any purchaser of any Goods sold by the Customer.

11. Limit of Company's Liability

11.1. Subject to Condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

11.1.1. any breach of these Conditions; and

11.1.2. any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

11.2. Subject to Condition 11.6, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3. Nothing in this Condition 11 shall limit the Company's liability for death or personal injury resulting from the Company's negligence or for fraudulent misrepresentation.

11.4. Subject to Conditions 11.2 and 11.3, the aggregate liability of the Company in respect of any loss or damage suffered by the Customer and arising out of or in connection with these Conditions, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the price paid for the Goods by the Customer.

11.5. The Company shall not be liable, contract, tort (including negligence) or for breach of statutory duty or in any other way for:

11.5.1. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or

11.5.2. any loss of goodwill or reputation; or

11.5.3. any special or indirect or consequential losses;

in any case whether or not such losses were within the contemplation of the parties at the date of the Customer's order, suffered or incurred by the Customer arising out of or in connection with the use by the Customer of the Goods or any other matter under these Conditions.

11.6. Where the Company provides the Goods to the Customer under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the Customer's statutory rights shall not be affected by any provision of these Conditions.

12. Loan Goods

12.1. Goods provided to Customers on loan will be subject to an agreed return date, and all goods are at the discretion of the Company. Failure to return the goods on/by the date agreed then the loan will be subject to a daily rental charge. Charge will be notified in writing by the Company on the expiry day of the loan.

12.2. The Customer will insure the Goods with an insurance company of good repute or with Lloyds underwriters against loss or damage from all risks.

12.3. If the Goods are returned in poor condition or without the original packaging the Company has the right not to accept the return and invoice the Customer for the full sales price of the Goods together with Company's costs arising from such return.

13. General

13.1. Although the Company will use all reasonable endeavours to discharge its obligations under these Conditions in a prompt

and efficient manner, it does not accept responsibility for any failure or delay caused by circumstances beyond its reasonable control.

13.2. If any provision of these Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Conditions which shall remain in full force and effect. If any provision of these Conditions is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

13.3. The failure to exercise or delay in exercising a right or remedy provided by these Conditions or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of these Conditions or of a default under these Conditions does not constitute a waiver of any other breach or default and shall not affect the other terms of these Conditions. A waiver of a breach of any of the terms of these Conditions or of a default under these Conditions will not prevent a party from subsequently requiring compliance with the waived obligation.

13.4. The Customer shall not be entitled to assign the benefit of the Contract without the prior written consent of the Company. The Company may assign the benefit of the Contract or sub-contract any of its obligations, or any part thereof, to any person, firm or company.

13.5. The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.6. Notices under this Contract shall be in writing and shall be served in the case of the Customer at the address stated on the order and in the case of the Company at the address shown on its order acknowledgement.

13.7. This Contract is governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
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