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LIGHTING MAGIC LIMITED - TERMS AND CONDITIONS OF SALE
1. INTERPRETATION
1.1 In these Conditions, the following definitions apply:
LML: Lighting Magic Ltd.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.10.
Contract: the contract between LML and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
Force Majeure Event: has the meaning given in clause 10.
 Goods: the goods (or any part of them) set out in the Order.
Intellectual Property: means patents, inventions, know-how, trade secrets, confidential information, registered designs, copyright, data, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, rights in inventions, processes and formulae, rights in the nature of unfair competition, rights to sue for passing-off, trade marks, service marks, business names, trade names, logos, domain names, moral rights and all registrations or applications to register any of the aforesaid items.
Order: the Purchaser's order for the Goods, as set out in the Purchaser's written acceptance of LML's quotation.
Specification: any specification for the Goods, including any related plans and drawings, that is supplied to LML by the Purchaser, or produced by LML and agreed in writing by the Purchaser.
1.2 In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these Conditions. The Purchaser shall ensure that the terms of the Order and any relevant Specification are complete and accurate. The Purchaser shall be responsible for any errors of description or quantity or date of delivery for Goods specified in an Order.
2.3 The Order shall only be deemed to be accepted when LML issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of LML which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by LML and any descriptions or illustrations contained in LML's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between LML and the Purchaser for the sale of the Goods.
2.5 A quotation for the Goods given by LML shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
2.6 All Intellectual Property in any quotation provided by LML, the Goods, bespoke plans, or any other material provided to the Purchaser is owned by LML.
2.7 The Purchaser permits LML to take images of the Goods following installation. These images may be used by LML for any purpose and the permission granted is perpetual.
3. DELIVERY
3.1 LML shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Purchaser reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
3.2 LML shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after LML notifies the Purchaser that the Goods are ready.
3.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. LML shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Purchaser's failure to provide LML with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.5 LML shall not be liable for any non-delivery of the Goods for any reason.
3.6 The quantity of any consignment of Goods as recorded by LML on despatch from LML’s premises shall be conclusive evidence of the quantity received by the Purchaser.
3.7 LML may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
4. QUALITY
4.1 Subject to LML notifying the Purchaser in any written quotation of any different period from those periods in 4.1 (a) and (b) (due to the Goods being manufactured by third parties), LML warrants;
LML warrants that Goods (excluding lamps/light bulbs) shall on delivery, and for a period of 12 months from the date of delivery:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
4.2 The Purchaser should inspect all Goods within 7 days of delivery and report any discoverable defects to LML in writing, and in any event before the Goods are incorporated or manufactured into any other products.
4.3 Subject to the Purchaser’s compliance with clause 4.2, if:
(a) the Purchaser gives notice in writing to LML during the period set out in 4.1a) and b)and within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4; and
(b) LML is given a reasonable opportunity to examine such Goods; and
(c) the Purchaser (if asked to do so by LML) returns such Goods to LML's place of business at the Purchaser's cost,
LML shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. LML shall not be liable for any costs incurred by the Purchaser in relation to the installation and / or uninstallation of the defective Goods.
4.4 LML shall not be liable for Goods' failure to comply with the warranty set out in clause 4 if:
(a) the Purchaser makes any further use of such Goods after giving notice in accordance with clause 4.2 or 4.3(a); or
(b) the defect arises because the Purchaser failed to follow LML's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
(c) the defect arises as a result of LML following any drawing, design or specification supplied by the Purchaser; or
(d) the Purchaser alters or repairs such Goods, or uses the Goods with lamps and / or control gear not supplied by LML, without the written consent of LML; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, incorrect installation, installation by a person without appropriate professional qualifications, or abnormal storage or working conditions.
4.5 Where, in accordance with clause 4.3(b), LML elects, at its sole discretion, to inspect the Goods at their point of installation, and either the Goods comply with the warranty set out in clause 4, or the Goods’ failure to comply with such warranty is due to one or more of the circumstances set out in clause 4.4(b), the Purchaser shall reimburse LML’s reasonable costs in making such inspection.
4.6 Except as provided in this clause 4, LML shall have no liability to the Purchaser in respect of the Goods' failure to comply with the warranty set out in clause 4.
4.7 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4.8 The Purchaser is solely responsible for ensuring the Goods ordered are suitable for the intended purpose before commencing installation, bulk production or investment in tooling.
4.9 These Conditions shall apply to any repaired or replacement Goods supplied by LML.
5. RETURNS
5.1 Where the Purchaser wishes to return, and obtain a refund for, non-faulty Goods, within 7 days following the day after the Goods were delivered, the Purchaser shall:
(a) notify LML in writing by email, fax or letter of the intention to return the Goods and obtain a returns authorisation number (RAN);
(b) return the Goods to LML unused and in their original packaging with all accessories, instructions, and packaging in place;
(c) return the Goods using an insured and appropriate courier satisfactory to LML;
(d) be responsible for the condition of such Goods and if the same are returned to LML damaged, LML shall be entitled to deduct the cost of such damaged Goods from any refund to which the Purchaser may be entitled.
5.2 No credit shall be available in relation to non-faulty Goods which were manufactured specifically for the Purchaser or manufactured to a Specification.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Purchaser on completion of delivery.
6.2 Title to the Goods shall not pass to the Purchaser until LML has received payment in full (in cleared funds) for:
(a) the Goods; and
(b) all other sums which are due to LML for sales of the Goods or any other products to the Purchaser.
6.3 Until title to the Goods has passed to the Purchaser, the Purchaser shall:
(a) hold the Goods on a fiduciary basis as LML's bailee;
(b) store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as LML's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify LML immediately if it becomes subject to any of the events listed in clause 8.1; and
(f) give LML such information relating to the Goods as LML may require from time to time,
but the Purchaser may resell or use the Goods in the ordinary course of its business, subject to clause 6.4.:
6.4 In an instance of a sale of the Goods by the Purchaser before title has passed to the Purchaser from LML, the Purchaser warrants that the sale shall:
(a) be effected in the ordinary course of the Purchaser’s business;
(b) be at full market value;
(c) be a sale of LML’s property on the Purchaser’s behalf and the Purchaser shall deal as principal when making such a sale;
(d) be made in accordance with all applicable laws and comply with all labelling and instruction requirements as required by the Department of Trade and Industry and/or any other authority for the time being empowered to make any requirements as the sale and installation of such Goods.
6.5 If before title to the Goods passes to the Purchaser, the Purchaser becomes subject to any of the events listed in clause 8.1, or LML reasonably believes that any such event is about to happen and notifies the Purchaser accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy LML may have, LML may at any time require the Purchaser to deliver up the Goods and, if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored in order to recover them.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in LML's published price list in force as at the date of delivery.
7.2 If the Purchaser is paying for the Goods on a ‘pro-forma’ basis (whether due to slow payment or otherwise) no discount to the price stated in LML’s published price list will apply notwithstanding any prior arrangement to the contrary unless the discount is confirmed by a director of LML in writing.
7.3 LML may, by giving notice to the Purchaser at any time 14 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond LML's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Purchaser or failure of the Purchaser to give LML adequate or accurate information or instructions.
7.4 The price of the Goods is exclusive of the costs and charges of packaging, insurance and carriage of the Goods, which shall be paid by the Purchaser when it pays for the Goods. Carriage charges for Goods shall be at the Purchaser’s then prevailing rates.
7.5 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Purchaser shall, on receipt of a valid VAT invoice from LML, pay to LML such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.6 LML may invoice the Purchaser for the Goods on, or at any time after, the completion of delivery.
7.7 The Purchaser shall pay for all goods before they are despatched.
7.8 No payment shall be deemed to have been made until LML has received full and cleared funds as per the relevant invoice.
7.9 If the Purchaser fails to make any payment due to LML under the Contract by the due date for payment (due date), then the Purchaser shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank plc's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Purchaser shall pay the interest together with the overdue amount.
7.10 The Purchaser shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Purchaser shall not be entitled to assert any credit, set-off or counterclaim against LML in order to justify withholding payment of any such amount in whole or in part. LML may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Purchaser against any amount payable by LML to the Purchaser.
8. PURCHASER'S INSOLVENCY OR INCAPACITY
8.1 If the Purchaser becomes subject to any of the events listed in clause 8.2, or LML reasonably believes that the Purchaser is about to become subject to any of them and notifies the Purchaser accordingly, then, without limiting any other right or remedy available to LML, LML may cancel or suspend all further deliveries under the Contract or under any other contract between the Purchaser and LML without incurring any liability to the Purchaser, and all outstanding sums in respect of Goods delivered to the Purchaser shall become immediately due.
8.2 For the purposes of clause 8, the relevant events are:
(a) the Purchaser suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
(b) the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into, any compromise or arrangement with its creditors; or
(c) (being an individual) the Purchaser is the subject of a bankruptcy petition or order; or
(d) a creditor or encumbrancer of the Purchaser attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Purchaser; or
(f) (being a company) a floating charge holder over the assets of the Purchaser has become entitled to appoint or has appointed an administrative receiver; or
(g) a person becomes entitled to appoint a receiver over the assets of the Purchaser or a receiver is appointed over the assets of the Purchaser; or
(h) any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive); or
(i) the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or
(j) (being an individual) the Purchaser dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude LML's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in

Company Registration No: 8125648 - VAT Registration No: 158003823
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