1. DEFINITIONS AND EXPLANATIONS
1.1 In these conditions: “Company” means EU Lamp GmbH. “Buyer” means the person who accepts a quotation from the Seller for the sale of the goods or whose order for the Goods is accepted by the seller.
“Conditions” means the standard terms and a condition of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“Contract” means the contract for the purchase of the sale of the Goods;
“Goods” means the Goods (including any instalment of the Goods or any parts for them), which the Seller is to supply in accordance with these conditions;
“The Product” means any item supplied by the seller as part of the Goods.
“Seller” means the Company who is supplying the goods;
“Writing” includes facsimile and electronic transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1 No variation to these conditions shall be binding unless agreed in writing between the authorized representatives of the Buyer and or Seller.
2.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the seller.
2.3 All industrial or intellectual property rights of any nature whatsoever remain vested in the Seller at all times.
3.1 All orders are subject to availability of the goods and to written acceptance by the Company's authorized representative. Any prior confirmation by the Company by telephone, facsimile or other media shall be deemed to be provisional only.
3.2 Any quotation submitted by the Seller is an invitation to treat, not an offer. The placing of an order by the Buyer in writing shall constitute an offer and a contract shall be affected if and when such offer is accepted by EU Lamp GmbH and not at any earlier time. EU Lamp GmbH will only accept offers subject to these conditions of business.
4. PRICE OF THE GOODS
4.1 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, alteration of duties, increases influenced by the manufacturers of the goods), any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer to give the Seller adequate information or instructions. If the Buyer is acting as a “Consumer”, the Buyer may within 7 days of receipt of such notice cancel the contract.
4.2 Catalogues, price lists and other advertising literature or material as used by the Seller are intended only as an indication to the price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on the Company.
5.1 The Company will not be liable in respect of any loss or damage caused by or resulting from any variation for whatever reason in the Manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavor to advise the customer of any such impending variation as soon as it receives notice thereof the Manufacturer.
6. TERMS OF PAYMENT
6.1 Invoices will be raised and dated by EU Lamp GmbH on the date of dispatch of the Goods. Unless otherwise specifically requested and agreed, invoices will be payable latest by the Buyer by the date of the invoice.
6.2 If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:
6.2.1 Cancel the contract or suspend any further deliveries to the Buyer;
6.2.2 Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation of the Buyer); and
6.2.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, or if not applicable at the rate of 4% per, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
7.1 The Company reserves the right to levy a charge for delivery to any destination advised by the Buyer.
7.2 Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
7.3 If delivery is delayed by industrial dispute or any circumstances beyond the Seller's control then the periods for delivery shall be extended by such a period as is reasonable in the circumstance. Should any delay continue for a period of 6 months then, unless the parties agree to the contrary, the contact shall be deemed to be terminated without any claim for compensation against the seller.
8. FORCE MAJEURE
8.1 The Company shall not be liable for the cancellation by it of any order or any unfulfilled part thereof or for effecting partial delivery or performance if performance by the Company is prevented or delayed whether directly or indirectly by any cause whatsoever beyond the reasonable control of the Company whether such cause existed or was foreseeable at the date of acceptance of the customer's order by the Company or not and without prejudice to the generality of the foregoing any cause shall be deemed to prevent, hinder or delay the Company if the Company is thereby prevented, hindered or delayed from fulfilling other similar commitments whether to the customer or to third parties.
9. PASSING RISK AND PROPERTY
9.1 Risk of the Goods shall pass to the Customer on delivery.
9.2 Property in the Goods shall remain in the Company until payment in full therefore has been made by the Buyer.
9.3 If payment in full is not made in accordance with the Company's standard conditions of sale the company may require the customer to return the goods forthwith at the customers own expense and if the requirement is not immediately complied with, the Seller shall be entitled at any time and without notice to retake the possession of the whole or any part of the Goods (and for that purpose to enter the premises occupied by the customer and sever the Goods from anything they are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be available to the Company.
10. WARRANTIES AND LIABILTIES
10.1 The Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller to the extent that the Seller is able to pass on such warranty or guarantee onto the Buyer. For our projector lamps we grant 90 days of warranty.
10.2 Subject as expressively provided in these Conditions, all warranties, conditions or other terms implied by the statue of common law are excluded to the fullest extent permitted by law.
10.3 Where Goods are sold under a consumer the statuary rights of the Buyer are not affected by these conditions.
10.4 Any Claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification must be notified to the Seller within 3 days from the date of the delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the contract.
11.1 The Seller shall in no event be held liable for indirect or consequent damages, including but not limited to loss of data and damages caused by loss of data.
11.2 The Seller shall not be held accountable for any losses incurred by the Buyer as a result of negligence or other tortuous act by the Seller, its agents, employees or suppliers.
12.1 EU Lamp GmbH reserves the right to levy a 15% administration and depreciation charge in respect of rotation of the Products and returns.
12.2 Returns must be made subject to the following;
12.2.1 Prior authority having being obtained from EU Lamp GmbH. which will be given at EU Lamp GmbH’s sole discretion.
12.2.2 Notice must be given within 7 days of the date of the invoice.
12.2.3 The Goods must be in their original packaging and properly packed.
12.2.4 The Goods must be in a saleable condition.
12.3 If the Seller nevertheless agrees to accept any Goods returned that are not in a saleable condition, EU Lamp GmbH. reserves the right to charge the cost to the Buyer of bringing the products into a saleable condition.
12.4 If you are a consumer then you have the right, in addition to other rights, to cancel the contract and receive a refund so long as notice is given in writing, including facsimile or email. The product must be complete, unused and in an “as new” condition (e.g. if you have opened the box to examine the product you must have done so without damaging or marking the product or packaging in any way). You must inform the Seller in writing quoting your invoice number, within 7 working days starting the day after the Goods are delivered to the Buyer. The Buyer will be responsible for returning the Goods at the Buyers cost. Should the Buyer wish to return the Goods then it is advisable that the Buyer adequately insure against loss or damage whilst in transit. The product packaging must be protected against further wear or tear that may be caused in return transit. The Seller reserves the right to charge for re-packaging of the product or any other costs incurred in returning the product to its original condition when dispatched to the Buyer.
13. EXPORT TERMS (INTERNATIONAL CUSTOMERS)
13.1 In this clause “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires, any term or expression which is defined in or given particular meaning by the provisions of Incoterms shall have the same meanings in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions the later will prevail.
13.2 Where the Goods are supplied for export from Germany, the provisions of clause 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
13.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
13.4 Unless otherwise agreed in writing between the Buyer and the Seller, the shipping shall be arranged by the Buyer and delivered ex. works.
13.5 The Buyer shall be responsible for arranging and testing and inspection of the Goods at the Seller's premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment, or in respect of any damage during transit.
14.1 The waiver by the Company of any breach of any term hereunder shall not prevent the subsequent enforcement of that term, and shall not be deemed a waiver of any subsequent breach.