Terms and Conditions

1. General
a) All orders are accepted and executed on the understanding that the purchaser bound by the following General Conditions of Sale. Where there
is any inconsistency between these General Conditions of Sale and any conditions the purchaser seeks to impose these General Conditions of
Sale shall prevail.
b) Where there is a distribution agreement between the company and the purchaser subsisting at the date of the contract and there is any conflict
between the provisions of that agreement and such contract the provisions of such distributorship agreement shall prevail.
c) No waiver alteration or modification of any of the provisions of the contract shall be binding on the Company unless in writing signed by one of
the officers.

2. Quotations and Prices
a) A quotation will normally remain open for acceptance for a period of 14 days from the date of quotation. However, the Company reserves the
right to refuse the purchasers acceptance of any quotation.
b) The published prices of and the discounts applicable to the Company’s products are those ruling on the date of publication and are subject to
alteration without notice.
c) Unless specifically stated to the contrary all quoted prices are exclusive of Value Added Tax, which will be charged at the rate operative at the
date of delivery.

3. Payment
a) Unless otherwise agreed in writing, payment in full is due in respect of goods delivered (whether comprising the whole or part of any order) by
the end of the calendar month following that in which the goods are delivered.
b) The company shall have the right to discontinue delivery and also its discretion to determine the contract in respect of any undelivered goods if
the purchaser defaults in payment but in either event the purchaser shall remain liable to pay for such goods as have already been delivered.
c) The company reserves the right to withhold the supply of goods which have been accepted on order in those instances where there is reason to
believe payment for the goods would not be forthcoming within these terms of trading if goods were supplied.
d) Where a credit account is desired a bank reference and two trade references are required.

4. Packaging and Carriage
a) Unless otherwise stated by the company the goods are delivered carriage paid on the mainland only on orders over the minimum stated in our
discount structure. When special delivery arrangements are requested the cost of delivery will be charged to the purchaser.
b) A charge may be made where the Company is requested to deliver to a third party on behalf of the purchaser at his request.
c) By prior arrangement goods can be collected by purchasers.
d) A signature by an employee of the consignee on a carrier’s delivery sheet or delivery note shall constitute proof of delivery.
e) If by reason of instructions or lack of instructions from the purchaser despatch in accordance with the contract is delayed for more than 14 days
after the purchaser has been notified that the goods are ready for despatch, the purchaser shall be liable to take delivery or arrange storage and
for the purpose of Clause 3 (Payment) the goods shall thereupon be deemed to have been delivered if and for so long as its storage facilities permit
(but without being obliged to) the Company may store the goods and the purchaser may be liable to pay a reasonable charge therefore.

5. Loss or Damage in Transit
a) No claim in respect of short delivery or damage in transit will be accepted unless the Company and its carriers are advised in writing within 2
days of receipt of the goods, irrespective of, goods and packing shall be held for inspection by the Company and its carriers before return. After
inspection the company will arrange for the goods to be collected. The following details shall be sent to the Company:
Advice Note Number, Carriers name (if other than the company), Conditions of Packages, Conditions of the packages, Date consignment received,
Date carrier advised, Extent of damage or shortage.
In the event of non-delivery, the Company and its carriers shall be advised within five days of the date of invoice. The company will not be responsible
for goods lost or damaged in transit unless the above conditions are observed.

6. Delivery and Passing of Risk
a) Any stipulated time for delivery shall date from the receipt by the Company of the purchaser’s written order. For delivery within the United
Kingdom, unless otherwise agreed, the company shall deliver the goods to the purchasers and the goods shall be at the purchaser’s risk on delivery.
For delivery outside the UK our terms of sale are “ex works”.
b) Delay in delivery or in the case of contract for delivery by installments, delay in the delivery of an installment, shall not give rise to any liability on
the Company whether or not any time or date is given in this respect, unless a guarantee of delivery has been given writing by the company
expressly stating that the company guarantees delivery within a specific time.

7. Retention of Title
a) The goods shall remain the sole and absolute property of the Company until such time as the purchaser shall have paid to the Company the
agreed price together with the full price of any other goods the subject of any other contract with the Company.
b) The purchaser acknowledges that the purchaser is in possession of the goods solely as bailee for the Company together with the full price thereof
is paid to the Company together with the full price of any other goods the subject of any other contract with the Company.
c) Until such time as the purchaser becomes the owner of the goods the purchaser will store them on his premises separately from his own goods
or those of any other person and in a manner, which makes them readily identifiable as the goods of the Company.
d) The purchaser’s right to possession of the goods shall cease if it does anything or fails to do anything which would entitle a receiver to take
possession of any assets or which would enable any person to present a petition for winding up. The Company may for the purpose of recovery of
its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
e) Subject to the terms hereof the purchaser is licensed by the Company to agree to sell the Company goods, subject to the express condition that
such an agreement to sell shall take place as agents and bailees for the Company whether the purchaser sells on its own account or not and that
the entire proceeds thereof are held in trust for the Company and are not mingled with other monies and shall be at all times identifiable as the
Companies monies.
f) If the purchaser has not received the proceeds of any such sale it will upon being called upon to so to do by the Company, within seven days
thereof assign to the Company all rights against the person or persons to whom the purchaser has supplied the goods.

8. Defects after Delivery
a) The Company will make good (by repair or refund or at the Company’s option by the supply of replacements) defects which, under proper use,
appear in the goods after delivery within the product guarantee period stated in our current published catalogues and which arise solely from faulty
design (other than design made, furnished or specified by the purchaser for which we have disclaimed responsibility in writing), materials or
workmanship provided the goods have been stored and used in a proper manner and have been returned to our stores carriage paid and adequately
packed and provided further that in respect of parts or components not of the Company’s manufacture, the Company will pass on to the purchaser
the benefit of any guarantee which the Company may have received from the supplier of such parts of components but will have no further or other
liability in respect of claims for work carried out to install or repair faulty goods, thereof whatsoever.
b) Units out of guarantee or those used outside an approved manner will normally be scrapped unless the Company has had specific disposal
instructions.
c) Where a specific test report is required this must be requested in writing prior to the goods being returned.
d) We do not accept any claims for work carried out to install faulty products.

9. Cancellation of Order / Return of Goods
In no circumstances may goods ordered or supplied against a firm order be cancelled or returned without the purchaser having first applied for and
obtained the written consent of the company. A handling charge may be deducted from any credit allowed unless the goods are returned pursuant
to the provisions of Clause 5 and 8 hereof or because of any error on the part of the company.

10 Description Matter and Illustrations
All descriptions and forwarding specifications, drawings and particulars of weights and dimensions issued by the Company are approximate only
and are intended only to present a general idea of the goods to which they refer and shall not form part of any contract the right is reserved to
change specifications without prior notification or public announcement.

11 Patents
a) In the event of any claim made or action being brought against the purchaser in respect of infringement of patents by the use or sale of goods
supplied here under, the purchaser shall not settle or compromise such claim or action but shall notify the Company immediately and the Company
shall be at liberty with purchaser’s assistance if required but at the companies expense, to conduct through the Company’s own lawyers and experts
all negotiations for the settlement of the same or any litigation that may arise there from, subject to compliance with the above provisions and
provided that no such goods or any part thereof shall be used for any purpose other than for which the Company supply them , the Company will
indemnify the purchaser in respect of any such claims.

12 Exclusions
Save as provided by these General Conditions and save for the Company’s implied undertakings as to title etc. contained in S12 of the Sale of
Goods Act 1979 all conditions and warranties express or implied, statutory or otherwise and except as provided in S2 of the Unfair Contract Terms
Act 1977 (Liability for death or personal injury resulting from negligence) all other obligations and liabilities whatsoever of the Company whether in
contract or in tort or otherwise are excluded.

13 Direct, Indirect or Consequential Losses or Damage
Except as provided in S2 of the unfair Contract Terms Act 1977 (Liability for death or personal injury resulting from negligence) the Company
accepts no responsibility in any circumstances for any direct or consequential loss or damage, however arising which the purchaser may sustain in
connection with goods supplied under the contract whether such goods are of the Company’s own manufacture or not. We will not be liable for any
indirect or consequential loss or damage of any kind, including any loss of profits or interest cost.

14. Force Majeure
a) If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of the Company including (but without
prejudice to the generality of the foregoing) war, industrial disputes, strikes, lock outs, malicious damage, fire, storm, Act of God, accidents, non-
availability or shortage of materials or labour, any statute, rule by-law, requisition made or issued by any Government or Government Department,
local or other duly constituted, then the Company shall have the right to suspend further performance of the contract until such time as the cause
of the delay is no longer present.
b) If the performance of the Company shall be prevented by any such circumstances beyond the control of the Company, then the Company shall
have the right to be discharged from further performance of any liability under the contract. If the company exercises such right the buyer shall
thereupon pay the contract price less a reasonable allowance for what has not been performed by the Company.

15 Arbitration
Any dispute difference or question which shall at any time arise between the parties to the contract as to the construction, meaning or effect of
these Conditions of Sale, or the rights and liabilities of the parties or otherwise howsoever relating, thereto shall be referred to the decision of a
single arbitrator to be nominated in the event of a disagreement between the parties and such reference shall be deemed to be an arbitration
agreement within the meaning of the Arbitration Act 1950 or any statutory re-enactment thereof.

16. Law
The contract shall be subject to and interpreted in accordance with the laws of England.

17. Our Contract
The placing of an order online with Specialist Lighting Services (UK) Ltd will result in an email confirmation of your order. This email will contain
the details of your order. Your order represents an offer to us to purchase product/s which is accepted by us only when we send an e-mail
confirmation to you that we’ve dispatched that product to you (the “Dispatch Confirmation E-mail”).That acceptance will be complete at the time
we send the Dispatch Confirmation E-mail to you, at which point the purchase contract will be made. Any products on the same order which we
have not confirmed in a Dispatch Confirmation E-mail to have been dispatched do not form part of that contract.