Terms & Conditions of Sale  

1. General

a. Any order sent to the Company by the Purchaser shall be accepted entirely at the discretion of the Company, and, if so accepted, will only be accepted upon these conditions (hereafter referred to as the “Conditions”) and by means of the Company’s standard order acknowledgment form.

b. Each order which is so accepted shall constitute an individual legally binding contract between the Company and the Purchaser and such contract is hereafter referred to in these Conditions as an “Order”.

c. These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser, and no addition alteration or substitution of these terms will bind the Company or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Company’s behalf.

d. Acceptance of delivery of goods subject to an Order (“the Goods”) shall be deemed conclusive evidence of the Purchaser's acceptance of these Conditions.

e. The Purchaser acknowledges that in entering into the contract for the purchase of the Goods incorporating these Conditions it has not done so in reliance upon any representation or warranty except as expressly provided herein.

f. The Goods provided by the Company may include components and software that enable, in part of in full, Purchaser’s (or Purchaser’s customer or other successor in title) operation and monitoring of light management systems and/or emergency light systems. For the avoidance of doubt, Company provides Goods only, and Purchaser acknowledges and agrees that Company does not offer, provide or perform any services, such as but not limited to operation, maintenance, monitoring, consulting or support, of or related to the Purchaser’s (or Purchaser’s customer or other successor in title) light management systems or emergency light systems unless explicitly agreed in writing. 

2. Validity of Quotation

a. Any quotation given by the Company will remain valid for no longer than 60 days from issue, unless stated otherwise in writing.

3. Prices

a. The price payable in consideration of the Goods (“the Price”) shall be either:

i. the Price agreed between the parties in respect of the Order in question or,

ii. if no such Price is agreed, as provided in the Company’s price list current at the date of dispatch of the Goods in question, subject to any variation provided for and with the addition of any sums payable under these Conditions. The Price payable is subject to Value Added Tax at the applicable rate

4. Variation

a. The Company may by written notice to the Purchaser vary the Price if: any alteration in the supply of the Goods is made with the agreement or at the request of the Purchaser including but not limited to an alteration in the quantity of the Goods; or there is any suspension or hindrance to the supply of the Goods as a result of the Purchaser’s instructions or failure to provide such instructions, approvals, access, any particulars or information or to otherwise accept delivery or performance or undertake collection within the agreed timescales.

5. Payments

a. Unless otherwise agreed in writing, payment for Goods supplied will become due upon delivery.

b. Where the Company has agreed in writing to open a credit account for the Purchaser, payment shall be due in full in pounds sterling by the end of the month following the month in which the Company’s invoice was issued, invoices being issued at any time after delivery of the Goods or earlier if the Company is ready to make or continue delivery but is unable to do so due to the Customer’s instructions or failure to provide such instructions, approvals, access, or any particulars or information or to otherwise accept delivery or performance or undertake collection within the timescales agreed.

c. All invoices must be paid in full. An early settlement discount may be taken if agreed in writing in advance by the company and is conditional on the invoice being paid before the due date. Any retrospective rebates offered by the company may not be offset against invoices for Goods supplied.

d. Payment by cheque does not deem a payment until the said cheque is honoured.

e. Time for payments due hereunder to the Company, shall be of the essence and in the event of any payment being overdue the Company shall be entitled to claim interest at a rate of 3 percent above the HSBC Bank base rate, accruing daily until the overdue amounts are paid. In the event of payment being overdue, the Purchaser shall indemnify the Company in full against all loss, costs, damages, charges, and expenses incurred by the Company including (without limitation) any legal expenses (of whatsoever nature) and court fees incurred as a result of such late payment.

f. The Company reserves the right to suspend the supply of the Goods and/or cancel any allowance or further credit in the event of any payments not being made when due or if the Company in its sole discretion at any time considers the financial position of the Purchaser has ceased to justify any such terms being permitted.

6. Delivery and Risk

a. Unless otherwise stated in the Order, and subject to a minimum net Order value of £250, the price quoted includes delivery to the address specified in the Order, provided that the Seller reserves the right to make an additional charge to cover any increase in transport costs occurring before the date of delivery. Any Order with a net value of less than £250, or requiring delivery to more than one destination or a destination outside mainland UK will be subject to an additional carriage charge.

b. Any time or date for delivery given by the Company is given in good faith, but is an estimate only and not a contractual statement. Should the Company’s estimates prove inaccurate it will use its reasonable endeavours to notify the Purchaser of the rescheduled periods or dates for the delivery of the Goods at the earliest reasonable opportunity.

c. Risk in the goods shall pass to the Purchaser upon delivery to or collection by or on behalf of the Purchaser and thereafter the Goods shall be at the Purchaser’s risk.

d. The Purchaser shall be deemed to have accepted the Goods within 7 days of the date of delivery or collection (as the case may be).

e. The Purchaser shall not in any event be entitled to reject the Goods on the basis of any failure to correspond with the quantities required under the Order which is so slight that it would be unreasonable for the Purchaser to reject.

f. Where it is agreed to part deliver goods against an official order, each separate instalment should be treated, for payment terms, as an individual order.

7. Title

a. Title to the Goods comprised in each consignment shall not pass to the Purchaser until the Company has received in cash or cleared funds payment of the Price in full, but, even though title has not passed, the Company shall be entitled to sue for the Price once its payment has become due.

b. Whilst the Purchaser may resell or use the Goods in the ordinary course of its business, until such time as title in the Goods passes to the Purchaser the Purchaser shall otherwise hold the Goods as the Company’s fiduciary agent and bailee and shall keep such Goods separate from those of the Purchaser and third parties, properly stored, protected and insured and identified as the Company’s property

c. Until such time as the title in the Goods passes to the Purchaser, the Purchaser shall have a right to possession of the Goods provided that such right shall cease in circumstances where

i. the Purchaser has not paid for the Goods on the date when payment became due under these Conditions;

ii. the Purchaser is declared insolvent or makes any proposal to its creditors for a composition or other voluntary arrangement; or

iii. a receiver, liquidator or administrator is appointed in respect of the Purchaser’s business. On a cessation of the Purchaser’s right to possession of the Goods in accordance with this clause, the Company will be entitled to repossess the Goods from any premises where they are stored. For the purposes of repossessing in accordance with this clause, the Purchaser will permit the Company, its employees and/or agents to enter upon such premises and the Purchaser shall pay to the Company the cost of removal and transport of the Goods.

8. Loss or Damage in Transit

a. The Company will replace free of charge any goods proved to the Company’s satisfaction to have been damaged in transit provided that within 48 hours after delivery both the Company and the carriers have received from the Purchaser notification in writing of the occurrence of the damage and also, if and so far as practicable, of its nature and extent.

9. Defects after Delivery

a. In respect of all Goods manufactured by the Company, the Company shall free of charge either repair or, at its option, replace defective Goods where the defects appear under proper use within 60 months from the date of delivery, PROVIDED THAT:

i. notice in writing of the defects complained of shall be given to the Company upon their appearance, and

ii. such defects shall be found to the Company’s reasonable satisfaction to have arisen solely from the Seller’s faulty design, workmanship or materials, and

iii. the defective Goods shall be returned to the Company’s factory at the Purchaser’s expense if so requested by the Company.

iv. all warranties exclude consumables such as lamps and batteries.

b. Any repaired or replaced Goods shall be redelivered by the Company free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions of Sale.

c. Alternatively to Clause 9(a) the Company shall be entitled at its absolute discretion to refund the price of the defective Goods in the event that such price shall already have been paid by the Purchaser to the Company, or, if such price has not been so paid, to relieve the Purchaser of all obligation to pay the same by the issue of a credit note in favour of the Purchaser in the amount of such price.

d. In respect of all Goods manufactured and supplied to the Company by third parties the Company will pass on to the Purchaser (in so far as possible) the benefit of any warranty given to the Company by such third parties and will (on request) supply to the Purchaser details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such third parties and the Purchaser shall be solely responsible to the entire exclusion of the Company for complying with all of these.

e. The Company’s liability under this Clause shall be to the exclusion of all other liability to the Purchaser whether contractual, tortious or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Company grants no warranties regarding the fitness for purpose, performance, use, nature or quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.

10. Limitations of Liability

a. The Company does not seek to exclude or restrict any legal liability it may have for death or personal injury resulting from the negligence of the Company, its employees, agents or sub-contractors.

b. The Company does not exclude or restrict any of its legal obligations arising under section 12 of the Sale of Goods Act 1979 and/or Section 2 of the Supply of Goods and Services Act 1982. All other terms, conditions, warranties or other undertakings, whether express or implied by statute, common law, trade usage, custom, or otherwise are excluded from and by these Conditions.

c. The Company shall not be liable in respect of any loss or damage of whatever kind, to premises or other tangible property (whether arising by reason of the negligence of the Company or otherwise) arising out of or in connection with the Goods or the use to which the Purchaser puts the Goods. In the event of legal liability being established the Company shall not be liable to pay damages arising from the aforementioned loss or damage.

d. The Company shall not be liable for any liability arising from a third-party action against the Purchaser for misuse of intellectual property. The Purchaser shall only use the Goods in accordance with the Company’s instructions which may change from time to time.

e. The Company shall in no circumstances be liable for economic loss, loss of profit or indirect loss or damage of the Purchaser including, without limitation, any damage to its business, (whether arising by reason of negligence of the Company or otherwise) arising out of or in connection with the Goods (including any delay in or failure to undertake the supply of the Goods) or the use to which the Purchaser puts the Goods. In the event of any legal liability being established the Company shall not be liable to pay damages arising from the aforementioned loss or damage.

f. In the event of legal liability being established against the Company in respect of the Goods, then the Purchaser’s sole rights of redress against the Company shall be limited to the payment of any claim or claims for damages the total for which will in no circumstances exceed the price paid for the Goods specified in the Order.

g. The Goods are not designed, authorised or warranted to be suitable for use in nuclear facilities, space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage. Use or inclusion of the Goods in any such equipment, system or applications is strictly prohibited (unless the Company agrees in writing that such prohibition does not apply to a particular product) and any such use will be at the Customer’s own risk. The Customer will indemnify the Company and its suppliers against any and all liability and expense (including costs) resulting from any such inclusion or use.

11. Storage

a. If the Company shall be unable, through circumstances beyond its control (including without limitation lack of shipping instructions from the Purchaser), to deliver the Goods within 14 days after notification to the Purchaser or its agent that the Goods are ready for delivery, the Company shall be entitled to arrange storage on behalf of the Purchaser, whereupon delivery shall be deemed to have taken place, all risk in the Goods shall pass to the Purchaser, and delivery to the Purchaser of the relevant warehouse receipt shall be deemed to be delivery of the Goods for the purposes of Clause 6. All charges incurred by the Company for storage or insurance shall be paid by the Purchaser within 30 days of submission of an invoice.

12. Export

a. These Conditions apply only to the UK mainland. For export please request specific details.

13. Product and Availability

a. All Goods supplied by the Company shall be in accordance with the Order. No other specification, descriptive material, written or oral representation, correspondence or statement, catalogue, promotional or sales literature shall form part of or be incorporated by reference into the Order.

14. Termination

a. The Company shall be entitled to immediately by written notice to the Purchaser terminate the contract for the Goods incorporating these Conditions in circumstances where:

i. the Purchaser breaches any provision of these Conditions and, in a breach capable of remedy, fails to remedy the same within 14 days of receipt of a written notice giving particulars of the breach and requiring it to be remedied, or

ii. the Purchaser is unable to pay its debts, is declared bankrupt, enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation), compounds with or convenes a meeting with its creditors, has a receiver or manager or administrator appointed, or ceases for any reason to carry on business.

15. Force Majeure

a. The Company cannot accept any liability in relation to the Goods wherever and to the extent to which fulfilment of the Company’s obligations is prevented, frustrated, impeded and/or delayed as a consequence of any occurrence whatsoever beyond its reasonable control including, without limitation, any adverse weather conditions, road traffic accidents, strike, lock-out, or other form of industrial action, disease, unavailability of materials or production breakdowns.

b. The Company undertakes to make every reasonable endeavour to overcome any difficulties so occasioned but reserves the right to cancel, suspend, or vary its obligations in these circumstances and/or, by written notice, to the Purchaser, vary the Price to reflect any increased costs incurred by the Company in overcoming such difficulties.

16. Law

a. This contract shall be subject to and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.

If you have any general questions about the Terms & Conditions please contact enquiries@liteip.com.

LiteIP Limited
Unit D, Deacons Boatyard
Bridge Rd, Bursledon
Southampton, SO31 8AW