Novel Energy Lighting Ltd. Terms & Conditions of Online and Telephone Sales (Oct-11):
1.1 The definitions in this clause apply in the terms and conditions set out in this document:
Force Majeure Event: shall have the meaning given in clause 9.
Goods: the products that we are selling to you as set out in the Order.
Order: your order for the Goods.
Order Confirmation: shall have the meaning set out in clause 2.5.
Terms: the terms and conditions set out in this document.
writing: or written, includes e-mail.
1.2 Headings do not affect the interpretation of these terms.
2. Basis of sale
2.1 We consider that these Terms, and the Order set out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. If you think there is a mistake or omission in these documents, please contact us immediately. Any changes to the specification of the Goods or other variation to the Terms or Order that you agree with our authorised employees and agents will be only be binding if recorded in writing. Please ensure that you read and understand these Terms before you submit the Order, because you will be bound by them once a contract comes into existence between us in accordance with clause 2.5.
2.2 Any drawings or advertising we issue, and any illustrations contained in our catalogues or brochures, are produced solely to provide you with an approximate idea of the Goods they describe.
2.3 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.
2.4 The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
2.5 These Terms shall become binding on you and us when:
(a) we issue you with written acceptance of an Order (Order Confirmation); or
(b) we notify you that the Goods are ready,
whichever is the earlier, at which point a contract shall come into existence between us.
2.6 We shall assign an order number to the Order and inform you of it in the Order Confirmation. Please quote the order number in all subsequent correspondence with us relating to the Order.
2.7 You may at any time before agreed delivery date OR within 10 calendar days of placing an Order amend or cancel an Order by providing us with written notice (by letter or email to the address in Clause 11). If you amend or cancel an Order, your liability to us shall be limited to payment to us of all costs we reasonably incur in fulfilling the Order until we receive your amendment or cancellation, except that where the amendment or cancellation results from our failure to comply with these Terms you shall have no liability to us for it.
(a) If you exercise your right of cancellation after the Goods have been delivered to you, you will be responsible for returning the Goods to us at your own cost. The Goods must be returned to the address shown in Clause 11. You must take reasonable care to ensure the Goods are not damaged in the meantime or in transit.
(b) Once you have notified us that you are cancelling the contract, we will refund or recredit you within 30 days for any sum that has been paid by you or debited from your credit card for the Goods.
(c) If you do not return the Goods as required, we may charge you a sum not exceeding the direct costs of recovering the Goods.
2.8 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions, technology, payment methods, and legal requirements. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
3. Warranty on Goods
3.1 We warrant that on delivery and for a period as stated on the product listing in question from the date of delivery, the Goods shall: conform in all material respects with their description subject to any qualification or representation contained in our brochures, advertisements or any other documents; be of satisfactory quality; be fit for any purpose we say the Goods are fit for; be free from material defects in design, material and workmanship; and comply with all applicable statutory and regulatory requirements for selling the Goods in the UK.
3.2 This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or trading standards office.
3.3 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.
(a) Special Conditions for Philips MasterLED lamps: The warranty period is based on a burning behaviour of max. 4000 hrs/year. Purchaser shall not rely upon any other information or documentation. This warranty only covers Products applied within their “intended" or “normal use" as defined by: Operating conditions are in accordance with the information on the Products and its packaging; AND ambient temperature never exceeds the operating temperature range -20degC to +45degC; AND relative humidity in the installation never exceeds 80% RH, or never exceeds the IP rating of the Product if any is provided; AND Products are operated in an open luminaire, with minimum 10mm air around the body of the Products; AND Products are not subjected to more than total of 20,000 fast switches (time between “on" and “off" is less than 10minutes); AND The electrical installation in which the Product operates is not subjected to voltage fluctuations in a range exceeding 230V +/- 10%.
3.4 We will take reasonable steps to pack the Goods properly and to ensure that you receive your order in good condition.
3.5 These Terms apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.
4. Defective goods and returns
4.1 In the unlikely event that the Goods do not conform with these Terms, please let us know as soon as possible after delivery. We will ask you to return the Goods to us at our cost (refunded at second class postage rates only) and once we have checked that the Goods are faulty, we will: replace the Goods; or repair the Goods. Products will be replaced with the like-for-like current model of the day if the original model is no longer available.
4.2 These Terms will apply to any repaired or replacement Goods we supply to you.
4.3 If you are unhappy with the Goods for reasons of fitness for purpose, non-clearance lamps and bulbs may be returned to us at any time up to 30 days from receipt. Customer is responsible for return shipping. Fittings, luminaires, and clearance lamps are non-refundable, unless written confirmation is received from us. A full credit will be raised (less the cost of any shipping if originally dispatched free of charge) provided that the Goods arrive unused and undamaged in original packaging and re-saleable (new) condition. Return shipped Goods should be wrapped carefully in multiple layers of bubble to ensure safe transit. Refunds will not be provided where the product or original manufacturer packaging is aesthetically damaged (e.g. scratches on products, or crumpled or water stained boxes etc).
5.1 We will deliver Goods to you within 6 to 8 working days of date stated in the Order.
5.2 Delivery of the Order shall be completed when we deliver the Goods to you.
5.3 We will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you. Please allow extra time for deliveries to Highlands or Channel Islands.
5.4 If you fail to take delivery of an Order within 5 calendar days of the date of attempted delivery, then, except where this failure is caused by our failure to comply with these Terms or by an event beyond your control: we will store the Goods until delivery takes place and may charge you a reasonable sum to cover expenses and or redelivery. We shall have no liability to you for late delivery.
5.5 If you have not taken delivery of the Goods within four weeks of attempted delivery, we may, after giving you reasonable prior notice in writing, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, pay you for any excess over the price of the Goods or charge you for any shortfall below their price.
5.6 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in instalments, we may charge you extra delivery costs. Each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
6. Title and risk
6.1 The Goods will be your responsibility from the time of delivery. Ownership of the Goods will only pass to you when we receive payment in full of all sums due for the Goods, including delivery charges.
7. Price and payment
7.1 The price of the Goods and Delivery will be as set out in the Order, including VAT. Prices and VAT rate are liable to change at any time, but such changes will not affect Orders that we have confirmed in writing.
7.2 Payment for all Goods must be made in advance by credit, debit card, or Paypal. We accept payment with Visa Credit, Visa Debit, Mastercard, Maestro, and American Express. Trade payments may be made through BACS bank transfer.
8. Limitation of liability
8.1 Subject to clause 8.3 and clause 8.2, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms.
8.2 Subject to clause 8.3, neither of us shall be responsible for losses that result from our failure to comply with these Terms which fall into the following categories: loss of income or revenue; loss of profit; loss of business; loss of anticipated savings; loss of data; or any waste of time. However, this clause 8.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
8.3 Nothing in this agreement excludes or limits in any way our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; defective products under the Consumer Protection Act 1987; or any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
9. Events outside our control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event), including in particular (without limitation) the following: industrial action, civil commotion, riot, invasion, terrorist attack or threat, war, fire, explosion, natural disasters, impossibility of the use of transport systems, impossibility of the use of telecommunications systems.
9.2 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
All notices sent by you to us must be sent to Novel Energy Lighting Ltd. at 14 Portnalls Road, Coulsdon, Surrey, CR5 3DE or by e-mail to firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter.
12.1 If any provision or term is deemed invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.2 No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
12.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
12.4 These Terms shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.