Franklite Catalogue 25

the company’s conditions of business 7.4 The Buyer’s right to possession of the Goods shall terminate immediately and the Goods shall be returned to the Company if the Buyer becomes subject to an administration order or winding-up petition, becomes bankrupt or has a receiver appointed.

If the defective product cannot be repaired and the same product is no longer available, Franklite will provide an alternative product which Franklite determines is of a similar specification and quality or refund the price of such Goods at the pro rata Contract rate. 10.6 Any Goods replaced shall belong to the Company and any repaired or replaced Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period. 11 Intellectual Property/Reproduction of Images The Company’s Intellectual Property In the Goods and all associated materials (including packaging and advertising materials) shall remain the exclusive property of the Company at all times. Any reproduction or use of the Company’s Intellectual Property shall not be permitted unless prior written consent is obtained from the Company. 12 Limitation of Liability (ii) (whether indirect or direct) loss of profit, loss of contract, loss of use, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated) or harm to reputation or loss of or damage to goodwill. 12.2 The limitations on liability as set out in clause 12.1 shall not apply to any matter which it would be illegal for it to exclude liability. 12.2 The Company’s total liability shall be limited to the price payable for the Goods. 13 Force Majeure The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control. 14 General The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. 12.1 Subject to clause 12.2, the Company shall not be liable for: (i) consequential, indirect or special losses; or

7.5 The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them or, where the Buyer’s right to possession has terminated, to recover them. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer. 8 Price Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery. The Company reserves the right to amend the price of its goods without notice. 9 Payment Payment is due on the last day of the month following that in which the goods were invoiced. Time for payment shall be of the essence. Interest on overdue invoices shall accrue from the date when payment becomes due until the date payment is made at the annual rate of 4% above the base lending rate from time to time quoted by Lloyds Bank. 10 Quality 10.1 The Company warrants to the Buyer that products purchased (excluding lamps) will be free from defects in materials and workmanship for 12 months from date of delivery to the buyers place of business or nominated address. All other warranties and conditions implied by law (whether under any statute, regulation, directive or otherwise) regarding the quality and fitness of the Goods are hereby excluded to the maximum extent permitted provided always that nothing herein shall affect any rights that the Buyer may have as a consumer. 10.2 The Company shall not be liable for a breach of the warranty in condition 10.1 unless the Buyer gives written notice of the defect to the Company within 7 Working Days of the time when the Buyer discovers or ought to have discovered the defect and the Company is given a reasonable opportunity to examine such Goods. The Buyer shall return the Goods at its own expense to the Company’s place of business for examination. The Buyer shall not return Goods until in receipt of written authorisation of the same from the Company. 10.3 If Goods are returned to the Company by the Buyer as being faulty but upon inspection and testing no fault is discovered the Goods shall be returned to the Buyer at its own cost or will be made available for the Buyer to collect from the Company’s place of business. If the Buyer does not collect the Goods by a given date the Company reserves the right to dispose of the Goods. If Goods are alleged to be faulty and the Company agrees to inspect those Goods at the place where they have been installed, in the event that it is subsequently determined that the Goods are not faulty the Buyer shall reimburse the Company for all costs and expenses reasonably incurred by it in carrying out that inspection (including but not limited to an amount to cover the time spent by Company’s own personnel). 10.4 The Company shall not be liable for a breach of the warranty in condition 10.1 if: (a) the Buyer (or any subsequent purchaser of the Goods) alters or repairs such Goods without the written consent of the Company; and/or (b) the Buyer (or any subsequent purchaser of the Goods) fails to properly maintain the Goods in accordance with the Company’s written maintenance instructions. Refer to Clause 4.11. 10.5 Subject to condition 10.5 and condition 10.6, if any of the Goods do not conform with the warranty in condition 10.1 the Company shall at its discretion repair or replace such Goods (or the defective part).

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