1. Interpretation

1.1.  In these Conditions the following definitions apply:

'BUSINESS DAY' means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

‘BUYER’ means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.

‘COMPANY’ means Illumino Ignis Ltd (registered in England under number 06251415) and whose registered office is at Illumino Ignis, Ignis House, Imperial Way, Eagle Business Park, Yaxley, PE7 3GP.

‘CONDITIONS’ means the standard terms and conditions of sale set out in this document (as amended from time to time) and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Company.

‘CONTRACT’ means the contract between the Company and the Buyer for the purchase and sale of the Goods in accordance with these Conditions.

‘GOODS’ means the goods (including any instalment of the goods of any part of them) which the Company is to supply in accordance with these Conditions.

'ORDER' means the Buyer's order for the Goods, as set out in the Buyer's purchase order form, the Buyer's written acceptance of the Company's quotation, or overleaf, as the case may be.

'SPECIFICATION' means any specification of the Goods, including any related plans and drawings that is agreed in writing by the Buyer and the Company.

‘WRITING’ includes facsimile transmission, email and comparable means of communication.

1.2.  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3.  A reference to a party includes its personal representatives, successors or permitted assigns.

1.4.  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.

1.5.  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. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.6.  The headings in these Conditions are for convenience only and shall not affect their interpretation.

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2. Basis of Contract

2.1.  The Company shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Company which

is accepted by the Buyer, or any Order of the Buyer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions that the Buyer 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 Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible

for ensuring that the terms of its Order (and any applicable Specification) is complete and accurate.

2.3.  The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by

the Company in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.

2.4.  Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to

the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

2.5.  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 Company shall be subject to correction without any liability on the part of the Company.

2.6.  The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any

statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.

2.7.  Any samples, drawings, descriptive matter, or advertising produced by the Company and any descriptions or illustrations

contained in the Company's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.8.  A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 30

Business Days from its date of issue.

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3. Order and specifications

3.1.  The Buyer shall be responsible to the Company for giving the Company any necessary information relating to the Goods within a

sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.2.  The quantity, quality and description of and any specification for the Goods shall be those set out in the Company’s quotation (if

accepted by the Buyer) or the Order (if accepted by the Company).

3.3.  If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a

specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damage, costs and expenses awarded or incurred by the Company (on a full indemnity basis) in connection with or paid or agreed to be paid by the Company in settlement of any claim for actual or alleged infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Buyer’s specification (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses). This clause 3.3 shall survive termination of the Contract.

3.4.  The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any

applicable statutory or regulatory requirements or, where the Goods are to be supplied to the Company’s specifications, which do not materially affect their quality or performance.

3.5. No Order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in Writing of the

Company and on terms that the Buyer shall indemnify the Company in full against all loss, cost (including the cost of all labour and materials used), damage, charges and expenses incurred by the Company as a result of cancellation. This clause 3.5 shall survive termination of the Contract.

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4. Price of the goods

4.1.  The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer

valid), the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.

4.2.  The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to

reflect any increases in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other cost of manufacture), 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 or failure of the Buyer to give the Company adequate information or instructions.

4.3.  Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in

Writing between the Buyer and the Company, all prices are given by the Company on an ex-works basis, and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.

4.4.  The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.

4.5.  If the Buyer has a credit account with the Company and an Order exceeds the amount of any credit limited specified by the

Company, the Buyer shall immediately pay to the Company such amount (in full and cleared funds) as shall be necessary to put the Buyer's account in credit, or such other amount as the Company may specify (in its absolute discretion).

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5. Terms of Payment

5.1.  Subject to any special terms agreed in Writing between the Buyer and the Company, the Company shall be entitled to invoice the

Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.

5.2.  The Buyer shall pay the price of the Goods within 30 days from end of month of the date of the Company’s invoice, and the

Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3.  If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the

Company, the Company shall be entitled to:

5.3.1.  Cancel the contract or suspend any further deliveries to the Buyer;

5.3.2.  Appropriate any payments made by the Buyer to such of the Goods (or the goods supplied under any other contract

between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer); and

5.3.3.  Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per cent per

annum above Lloyds TSB Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest), together with any reasonable legal or other fees incurred by the Company in the recovery of the debt.

5.4.  The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except

for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer.

5.5.  Time for payment is of the essence of the Contract.

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6. Delivery

6.1.  Delivery of the Goods shall be made by the Buyer collecting the Goods at the Company’s premises at any time after the Company

has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place (Delivery Location).

6.2.  If the Company has agreed to deliver the Goods to the Buyer, the cost of delivery shall be borne by the Buyer.

6.3.  Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of

the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in Writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.4.  The Company reserves the right to deliver the Goods in instalments and where the Goods are delivered in instalments, each

delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.5.  If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s

reasonable control or the Buyer’s fault, and the Company is accordingly liable to the Buyer, the Company liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.6.  If the Buyer fails to take delivery of the Goods within three Business Days of the Company notifying the Buyer that the Goods are

ready, then, except where such failure or delay is caused by something outside of the Buyer's reasonable control or the Company's failure to comply with its obligations under the Contract:

6.6.1.  Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on

which the Company notified the Buyer that the Goods were ready; and

6.6.2.  The Company shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses

(including insurance).

6.7.  Any claim by the Buyer in respect of any alleged short delivery must be notified to the Company by notice in writing by the Buyer

within 7 working days of delivery of the Goods. The Company will not accept any claim in respect of any alleged shortage of delivery notified after this time.

6.8.  Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location.

6.9.  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be

liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.10.  If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining

replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.11.  If 10 Business Days after the day on which the Company notified the Buyer that the Goods were ready for delivery the Buyer has

not taken delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.

6.12.  The Buyer shall not be entitled to reject the Goods if the Company delivers up to and including 5% more or less than the quantity

of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Buyer that the wrong quantity of Goods was delivered.

6.13.  The Company 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 Buyer to cancel any other instalment.

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7. Installation

7.1.  The Buyer shall be responsible for preparing its premises is properly prepared for installation of the Goods by the Company (if

applicable). The Buyer shall follow all instructions of the Company in relation to any such installation.

7.2.  The Buyer must notify the Company of the location of electrical and other utility points and wires and of any other information

which may impact or assist in the Company's installation of the Goods at the Buyer's premises.

7.3.  Save in the case of damage to the Buyer's property as a result of the Company's negligence, the Company will not accept any

responsibility for the installation of the Goods at the Buyer's premises or for failure or delay in installation caused or contributed to by the Company, its agents, officers and employees or the failure to comply with this clause.

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8. Goods Returned

8.1.  The Company will not accept any Goods returned unless agreed in advance with the Company. The Company will not accept

debit notes and with the exception of Goods deemed to be defective and covered under warranty, reserve the right to return the Goods to the Buyer or make a 25% re-stocking charge after the goods have been accepted.

8.2.  If the Buyer is contracting with a consumer, the Buyer shall be entitled to return the Goods to the Seller within 14 days of the date of

purchase (in accordance with the Consumer Regulations 2014). The Buyer shall ensure that any goods refunded pursuant to this clause shall be returned in the original packaging.

8.3.  These Conditions shall apply to any repaired or replacement Goods supplied by the Company. If the Buyer is a consumer, nothing

in these Conditions shall affect any statutory rights of the Buyer.

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9. Risk and Property

9.1.  Risk of damage to or loss of the Goods shall pass to the Buyer:

9.1.1.  In the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Buyer that the

Goods are available for collection; or

9.1.2.  In the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, of the Buyer

wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

9.2.  Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the

Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Buyer for which payment is then due.

9.3.  Title to the Goods shall not pass to the Buyer until:

9.3.1.  The Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has

supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

9.3.2.  The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 9.5.

9.4.  Until title to the Goods has passed to the Buyer, the Buyer shall:

9.4.1.  Store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the

Company's property;

9.4.2.  Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

9.4.3.  Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of

delivery;

9.4.4.  Notify the Company immediately if it becomes subject to any of the events listed in clause 9.3; and

9.4.5.  Give the Company such information relating to the Goods as the Company may require from time to time.

9.5.  Subject to clause 9.6, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the

Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:

9.5.1.  It does so as principal and not as the Company’s agent; and

9.5.2.  Title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer

occurs.

9.6.  If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 12.2, then, without

limiting any other right or remedy the Company may have:

9.6.1.  The Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately;

9.6.2.  The Company may at any time:

9.6.2.1.  Require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated

into another product; and

9.6.2.1.1.  If the Buyer fails to do so promptly, the Company shall be entitled at any time to enter any premises of the Buyer or

of any third party where the Goods are stored in order to recover them, the Buyer shall be liable for all costs incurred by the Company as a result of it exercising its rights under this clause 9.6.