1. INTERPRETATION
1.1 In these Conditions
Buyer means the person who accepts a quotation of 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 conditions of sale set out in this document.
Contract means the contract for the purchase and 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.
Seller means Integrity Lighting Solutions LTD, Cross Street, Syston, Leicestershire, LE7 2JG
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE
2.1 Any quote or estimate given by the Seller is an indication given in good faith and shall not become binding upon the Seller unless subsequently confirmed by the Seller in writing.
2.2 All prices quoted are based on information available at the date of quote and the Seller reserves the right to vary prices at any time without notice prior to the date of issue of the relevant
invoice and the price payable by the Buyer shall be the price applicable at the date of the invoice.
2.3 The Contract made between the Seller and the Buyer shall be subject to these Conditions and receipt of the goods by the Buyer shall be deemed conclusive proof that the buyer has
accepted these conditions to the exclusion of any other terms and conditions and in particular to the exclusion of any terms and conditions of the Buyer.
2.4 No variation to these Conditions shall be binding unless agreed in writing between the Buyer and the Seller prior to the date of the Contract.
2.5 The Buyer shall not be entitled to rely on any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issue by the Seller. Any such error or omission shall be subject to correction without any liability on the part of the Seller.
2.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements.

3. PRICE OF THE GOODS
3.1 The price of the Goods is exclusive of VAT and the cost of carriage will be specifically noted on invoices if charged.
3.2 In the event of any variation or suspension of the work which is agreed to by the Seller upon the Buyer’s request or if the Buyer’s instructions are incorrect or insufficient, the Company shall be entitled to adjust the price of the Goods and/or any relevant services to reflect costs involved and to adjust delivery dates as appropriate.

4. TERMS OF PAYMENT
4.1 Payment is to be made by the Buyer against a pro-form invoice unless a credit account has been opened. A Buyer wishing to open a credit account must complete the appropriate application form
4.2 Where credit is granted payment should be made by the end of the month following date of invoice.
4.3 The Seller shall be entitled in its absolute discretion to withdraw credit at any time and refrain from delivering the Goods until such time as the Buyer tenders the purchase money to the Seller together with any outstanding amounts which may be due to the Seller on any account whatsoever.
4.4 Time of payment of the price of the Goods shall be of the essence of the Contract. Accordingly if the Buyer fails to make any payment on the due date then without prejudice the Seller shall be entitled to:
4.4.1 cancel the Contract or suspend any further deliveries to the Buyer;
4.4.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above Lloyds Bank base rate from time to time until payment is made in full (a part of a month being treated as a full month for the purposes of calculating interest).

5 DELIVERY
5.1 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 of the
Goods shall not be of the essence unless previously agreed by the Seller.
5.2 In respect of any Contract the Seller shall be entitled to make delivery of the Goods by instalments and to invoice.
5.3 Any failure to take delivery by the Buyer shall be deemed to be a breach of the contract.

6. RISK AND TITLE TO THE GOODS
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer.
6.1.1 In the case of Goods to be delivered at the Seller’s premises at the time when the Goods are collected; or
6.1.2 In the case of Goods to be delivered otherwise and at the Seller’s premises at the time of delivery or if the Buyer wrongly fails to take delivery of the Goods then at the time when the
Seller has tendered delivery of the Goods.
6.2 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 Seller has received in cash or cleared funds payment in full of both:
6.2.1 The price of the Goods and
6.2.2 The price of all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
6.3 Until such time as property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of the Sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the cast of tangible proceeds properly stored, protected and insured.
6.4 Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller or the Seller shall be entitled to enter upon any premises of the Buyer or its agents where the Goods are stored and repossess them.
6.5 In the event that the Buyer is supplied goods by a third party which goods are identical to any of the goods supplied hereunder, then the Buyer shall be obliged to sell the goods supplied by such third party before selling any of the identical Goods supplied hereunder.
6.6 In order to identify and recover any such Goods as are referred to in clause 6.4 above, the Seller or its representatives shall be entitled to assume unless the contrary is shown to their satisfaction that the Buyer has sold Goods supplied hereunder and identical goods supplied by any third party in accordance with the provisions of clause 6.5.
6.7 In any legal proceedings between the Seller and the Buyer, the certificate of the duly authorised representative of the Seller as to which goods on the Buyer’s premises are or were the Seller’s property, shall be conclusive evidence of the facts stated herein.

7. WARRANTIES AND LIABILITY
7.1 Subject to the conditions set out below in the clause 7 the Seller warrants that the Goods will correspond with their written specification (if any) at the time of delivery and will be free from
material defects in materials and workmanship for a period of 12 months from the date of delivery or for such longer period as the Seller (in its absolute discretion) may determine.
7.2 The warranty given in clause 7.1 above is given by the Seller strictly subject to the following conditions:
7.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing design specification or other information supplied by the Buyer.
7.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s
instructions (whether oral or written), misuse or alteration or repair of the goods without the Seller’s approval.
7.2.3 The Seller shall be under no liability under the warranty given in 7.1 above (or any other warranty condition or guarantee) if the total price for the Goods has not been paid by the
due date for payment.
7.2.4 The warranty given in 7.1 above does not extend to any Goods, parts, materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer thereof the Seller.
7.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods shall be notified to the Seller within 7 days from the date of delivery of the Goods or within a reasonable time after discovery of the defect or failure. If delivery is not refused and 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 of the Goods.
7.4 Any repair, replacement or refund or any monies made by the Seller to the Buyer shall not under any circumstances be deemed to be an admission of any liability on the part of the Seller.
7.5 All liabilities of the Seller to the Buyer determined by the Court of Law as not having been excluded hereunder shall be limited in total to the total price of the Goods as shown on the
Seller’s invoice. The Seller shall not be liable to the Buyer for any economic loss, loss of profit, loss of business, depletion of goodwill or otherwise in each case whether direct, indirect or consequential, or for any costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Contract.

8. GENERAL
8.1 If any term or provision in these Conditions shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law, such terms or provision or part shall to that extent be deemed not to form part of these Conditions but the validity of the remainder of the Conditions shall not be affected.