All disputes arising out or in connection with this contract shall be governed by English law.
- ACCEPTANCE OF ORDERS
Buyer's order is accepted by Brightled subject to availability of stock. Order cannot be cancelled except by mutual agreement.
- PRICE OF PAYMENT
Price charged will be price in effect at date of order. If payment terms are exceeded, BrightLED may without notification charge interest at an annual rate of 4% above the London interbank rate. Payment will be made strict 30 days from date of invoice. Failure to pay within these terms may result in deliveries being withheld and interest charged. Only in the event of disputed invoices a seven-day period of grace may be given to enable the dispute to be resolved.
- QUALITY OF GOODS
Brightled warrants only that goods comply with sales specifications agreed with Buyer, save as mentioned in this clause all warranties, conditions and representations, whether expressed or implied by status, usage, trade, custom or otherwise and relating to the quality or nature of the goods, their condition or their life of wear or suitability for any particular purpose or use under any specific conditions are hereby excluded except in so far as such exclusion is not permissible under the Unfair Contract Terms Act 1977.
Brightled liability is limited at all times to only replacing goods shipped by Brightled, which have been returned to Brightled and shown to be defective. Brightled shall in no circumstances be liable to the Buyer in contract, tort or otherwise for any consequential damage, injury, loss or expense howsoever caused whether to the Buyer or to any other person, or thing and whether arising directly or indirectly from defective goods supplied hereunder (in so far as such exclusion is permitted by law). However in the event of an agreed proven epidemic failure of the quality of the item supplied by Brightled the claim may be passed to our insurers, who will be asked to consider the claim under the product liability insurance cover currently held by Brightled.
- SHORT DELIVERIES/DAMAGE IN TRANSIT
Brightled will not be responsible for damages in transit or for short delivery unless Buyer gives written notice to Brightled and to it's Carrier within 3 days of receipt of goods and indicates short quantities on carrier's delivery note.
- NON DELIVERIES
Brightled is not responsible for non-delivery within the U.K. unless Buyer gives written notice to Brightled and to it's carrier within 14 days of date of invoice. Brightled is not responsible for non-delivery outside the U.K. unless Buyer gives written notice to Brightled and carrier within 28 days of date of invoice.
Containers are not returnable unless otherwise stated.
- SAFETY DATA
Brightled maintains data to ensure that goods sold by Brightled are safe and without risk to health if properly used. Whenever such data is required buyer should contact Brightled.
Risk or loss or damage to products sold shall pass to Buyer at point of delivery.
(A) Notwithstanding Clause 10, property in and title to goods sold under this contract shall remain in Brightled until Buyer has settled all debts owed to Brightled under this or any other contract or otherwise.
(B) Buyer has right to resell goods supplied under this contract but shall be under a fiduciary duty to account to Brightled for proceeds of such sales to the extent that Brightled have not been satisfied.
(C) If Buyer processes Brightled goods sold hereunder or incorporates or mixes them with other goods prior to payment to Brightled he shall hold such goods or the proceeds thereof on a fiduciary basis and shall account for them to Brightled.
Providing a firm lead-time of 12 weeks and a forecast of five months is given to Brightled and payment terms are adhered to Brightled will endeavour to meet all required deliveries on time subject to Force Majeure.
- FORCE MAJEURE
Brightled will not incur any liability from delay in performance, non-performance or other failure to meet any obligation to the Buyer caused by circumstances beyond its control including but not limited to (and in respect of which any eiusdem generis interpretation shall not apply): Acts of god, war, riots, fire, explosion, flood, strike, lockout, injunction to obtain fuel or raw materials, breakdown of equipment, acts of government or any cause beyond Brightled preventing or interfering with the manufacture or shipment of goods to the buyer.
- WHOLE CONTRACT
Foregoing conditions shall constitute entire contract between Brightled and Buyer and shall replace any prior conditions proposed or tendered by either party.
BrightLED warrants that each Product will be free from defects in material and workmanship. The foregoing warranty shall be valid for the period mentioned in the applicable warranty policy for the Products referred to in your sales agreement. If a Product fails to operate in accordance with this warranty BrightLED will repair the product or provide a free replacement of the failed Product subject to the applicable warranty policy and the limited warranty terms and conditions.
- TERMS OF PAYMENT
Strict 30 days from date of invoice.
- DIVISIBILITY CLAUSE
This contract is divisible. Each delivery made hereunder: 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment.