Terms And Conditions Of Trading – Pulsar
1. Acceptance of Orders
1.1. Seller’s acceptance of all orders and all offers and sales by Seller are subject to and expressly conditioned upon Buyer’s assent to the terms and conditions of the Agreement. The Agreement consists of these sales terms and conditions, Seller’s quotation, if any, and Seller’s order acknowledgment. Buyer’s acceptance of any offer by Seller must be made on such terms and conditions exactly as offered by Seller. Any of Buyer’s terms and conditions which are different from or in addition to those contained in the Agreement are objected to by Seller and shall be of no effect unless specifically agreed to in writing by Seller. Commencement of performance or shipment shall not be construed as acceptance of any of Buyer’s terms and conditions which are different from or in addition to those contained in the Agreement. If a contract is not earlier formed by mutual agreement in writing, acceptance by Buyer of products or services furnished by Seller pursuant hereto shall be deemed Buyer’s assent to all of the terms and conditions of this Agreement.
2. Orders and Prices
2.1 Proposals for Seller to supply products to Buyer are valid for 14 days from issuance unless otherwise agreed to be Seller in writing. Orders may not be cancelled or modified, either in whole or part, without Seller’s express written consent. If Seller consents to any order modification or cancellation, it may impose an order modification or cancellation fee. All prices are as stated in Seller’s quote and specifically override any prices referenced in Buyer’s purchase order. Prices for orders for immediate shipment are prices in effect at time of receipt of order. Qualifying orders specifying future delivery will be invoiced at prices and terms in effect at time of shipment. The prices stated in this Agreement are in UK Sterling and do not include transportation, insurance or any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction. All applicable taxes will be paid by Buyer, unless Buyer provides Seller with appropriate tax emption certificates, and if Buyer requests that Seller ship products to Buyer’s customer, Buyer must provide Seller with a valid resale certificate or other valid exemption certificate for its customer, and Buyer hereby indemnifies Seller for all taxes, costs, fees, expenses, penalties, and other charges if Buyer cannot provide adequate evidence that it remitted the applicable sales tax to the destination state. Any amounts paid at any time by Seller that are the responsibility of Buyer shall be invoiced to Buyer and reimbursed to Seller. All prices and other terms are subject to correction for typographical or clerical errors.
3. Completion of Work and Payment
3.1. All goods shall be paid for on order, delivery, collection or agreed staged payments unless a credit facility has been agreed in advance.
3.2. Seller may, at its option, elect to extend credit to Buyer. There are no discounts for early payment. If Seller extends credit to Buyer, invoices will be issued upon shipment and payment shall be due in full within thirty (30) days from the invoice date or such other date specified in the Agreement. Seller reserves the right to change the amount of or withdraw any credit extended to Buyer.
3.3. Amounts not paid when due shall be subject to interest at the rate of one and one-half percent (1½%) per month, or, if less, the maximum rate permitted by law.
3.4. The Buyer’s right to possession shall cease, if he, not being a company, commits an available act of bankruptcy or if he, being a company does anything or fails to do anything which would entitle receiver to take possession of any assets or which would entitle to a person to present a petition for winding up. The Seller may for the purpose of recovery of the goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
4. Delivery, Title and Risk of Loss
4.1. Goods are at the risk of the Customer as soon as they leave the Seller’s Company premises.
4.2. Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such a time as the Buyer shall have paid to the Seller thereof together with the full price of any other goods the subject of any other contract with the Seller and together with all storage charges and interest which may be due to the Seller under this contact or any other, and until payment in full as aforesaid has been made the Buyer acknowledges that he is in full possession of the goods solely as Bailee for the Seller. Until the Buyer becomes the owner of the goods they will store them separately from their own goods or those of any other person and in a manner, that makes them readily identifiable as the goods of the Seller.
4.3. Unless otherwise agreed in writing, delivery of goods shall be Ex the Seller’s premises.
4.4. The Seller is only responsible for loss or damage to any goods caused by negligence of the Seller or its employees.
4.5. The Buyer must arrange their own insurance, this, however, can be provided by the Seller at an additional cost.
4.6. Goods received that are damaged must be reported to the Seller within 24 hours of delivery if a credit or exchange is required.
5.1. Seller will make a reasonable effort to observe the dates specified herein or such later dates as may be agreed to by Buyer for delivery or other performance, but Seller shall not be liable for any delay in delivery or failure to perform due to acceptance of prior orders, strike, lockout, riot, war, fire, acts of God, accident, delays caused by any subcontractor or supplier or by Buyer, technical difficulties, failure or breakdown of machinery or components necessary for order completion, inability to obtain or substantial rises in the price of labour or material or manufacturing facilities, curtailment of or failure to obtain sufficient electrical or other energy supplies, or compliance with any law, regulation, order or direction, whether valid or invalid, of any governmental authority or instrumentality thereof, or due to any circumstances or any causes beyond its reasonable control, whether similar or dissimilar to the foregoing and whether or not foreseen. As used herein, “performance” shall include, without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair and replacement, as applicable.
5.2. Buyer agrees that delay in delivery or failure to deliver or perform any part of this Agreement shall not be grounds for Buyer to terminate or refuse to comply with any provisions hereof and no claims or penalty of any kind shall be effective against Seller for such delay or failure; provided, however, that if the delay or failure extends beyond six (6) months from the originally scheduled date either party may, with written notice to the other, terminate this Agreement without further liability for the unperformed part of this Agreement.
6.1. All products delivered hereunder shall be deemed accepted by Buyer as conforming to this Agreement, and Buyer shall have no right to revoke any acceptance, unless written notice of the claimed nonconformity is received by Seller within sixty (60) days of delivery, thereof. Notwithstanding the foregoing, any use of a product by Buyer, its agents, employees, contractors or licensees, for any purpose after delivery thereof, shall constitute acceptance of that product by Buyer.
6.2. Invoiced overages and product shortages must be reported within ten (10) days of invoice due. Any discrepancies not reported within ten (10) days will not be considered for an adjustment.
7.1. The Seller gives no warranty that the goods are fit for the Buyer’s purpose or purposes
7.2. The Buyer warrants that it has satisfied itself that the Goods will be fit for every purpose which the Buyer requires and the Buyer has not relied on any skill or judgment of the Seller in that regard
7.3. The Buyer further warrants that: (a) the Buyer is aware that the Goods are supplied for the purpose for which they were manufactured; (b) the Buyer has all necessary licenses and permissions required for their use; (c) the Goods will be tested prior to use; (d) the Goods will only be used by suitably qualified individuals; (e) the Goods will be regularly serviced, tested, certified and inspected; (f) the Goods will not in any way be adapted or altered; (g) the Buyer will not give or imply any warranty to any person to whom the Buyer may sell or let the Goods other than the foregoing and that the Buyer will notify that person to the requirements of the Seller as to license, test, use, service, inspection, certification and adaptation as above and of any statutory authority of any state or country in which the Buyer or that person is resident or carrying on business.
7.4. The Seller warrants its work free of defects for a period of five (5) years from date of purchase.
7.5. All equipment carries the manufacturer’s standard ‘back to base’ warranty, (faulty equipment must be removed from site and sent back to the supplier at the Buyer’s cost for warranty repair).
7.6. Light Emitting Diodes (LED) LED’s are binned to offer the closest match in colour for batched produced, however, there may be some colour differences. The Seller does not warrant that LED’s of the same colour, contained in LED lighting equipment will match.
8. Default and Termination
8.1. Buyer may terminate this Agreement if Seller materially defaults in the performance of its obligations hereunder and fails to cure such default within sixty (60) days after written notice thereof from Buyer. Such termination shall be Buyer’s sole remedy in the event of a default by Seller.
8.2. Buyer shall be deemed in material default under this Agreement if Buyer fails to pay any amounts when due hereunder, cancels or attempts to cancel this Agreement prior to delivery or refuses delivery or otherwise fails to perform any of its obligations hereunder or fails to pay the Seller any sums due under any other agreement or otherwise. In the event of a material default by Buyer, Seller may, upon written notice to Buyer, (1) suspend its performance and withhold shipments, in whole or in part, (2) terminate this Agreement, (3) declare all sums owing to Seller immediately due and payable, and/or (4) recall products in transit, retake same and repossess any products held by Seller for Buyer’s account, without the necessity of any other proceedings, and Buyer agrees that all products so recalled, taken or repossessed shall be the property of Seller, provided that Buyer is given credit therefor. Exercise of any of the foregoing remedies by Seller shall not preclude exercise of any of the others, and neither the existence nor exercise of such remedies shall be construed as limiting, in any manner, any of the rights or remedies available to Seller.
9. Limitation of Liability and Claims
9.1 Seller’s aggregate liability in damages or otherwise shall in no event exceed the amount, if any, received by seller hereunder. In no event shall Seller be liable for incidental, consequential or special loss of damages of any kind, however caused, or any punitive, exemplary or other damages. No action, regardless of form, arising out of or in any way connected with this Agreement or products or services furnished by seller may be brought by Buyer more than one (1) year after the cause of the action.
10. Entire Agreement
10.1. This Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations, proposals, agreements and understandings, whether oral or written, relating to the products to be purchased hereunder or otherwise relating to the subject matter of this Agreement. Any representation, warranty, course of dealing or trade usage not expressly contained or reference herein shall be not binding on Seller.
11. Solicitors Fees
11.1. In the event of default in payment of the purchase price or any part thereof, Buyer agrees to pay Sellers expenses, including reasonable solicitor’s fees and expenses, incurred by Seller in enforcing payment thereof, including all expenses incurred in connection with any arbitration or judicial proceeding.
12.1. Buyer shall not assign or transfer any rights or claims under this Agreement without the prior written consent of Seller, and any purported assignment made without such consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
13. Product Safety
13.1. Buyer shall comply fully with all industry safety standards applicable to the installation, distribution or sale of items incorporating the products supplied by the Seller, including but not limited to the “British Standard BS 7671 “Requirements for Electrical Installations. IET Wiring Regulations.” Published by the IET, including all marking, labelling and supplemental user and service information (if any) required by the standards, where applicable. Buyer shall comply with all applicable safety-related laws, rules and regulation of any governmental body have jurisdiction to regulate the manufacture, distribution or sale of items incorporating the products supplied by Seller. Buyer shall obligate all persons and entities buying such products from Buyer (other than end users) to comply with such industry standards, laws, rules or regulations applicable to such person or entity. Buyer shall defend and hold Seller harmless against any expense, loss, costs or damages relating to any claimed failure by Buyer to comply with such industry standards, laws, rules or regulations or from any bodily injury, illness or property damage resulting from products manufactured by Buyer which incorporate the products supplied by Seller.
14.1. If the products purchased from Seller are to be used in the performance of a government contract or subcontract, no government requirements or regulations shall be binding upon Seller unless specifically agreed to by Seller in writing. No modification, amendment, rescission, waiver or other change in the Agreement shall be binding on Seller unless agreed to in writing by Seller. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege or remedy herein shall not constitute a waiver thereof. The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of this Agreement.