Terms and Conditions

Terms and Conditions of Supply LED FX Ltd

1.For the purposes of these conditions LED FX Ltd are therein after referred to as " The supplier ".

2. These conditions shall apply to the supply of goods by the Supplier only and any works of installation to be undertaken by the supplier for the purchaser shall be the subject of a separate agreement.

3. All orders are accepted only upon and subject to these conditions of sale to the exclusion of all conditions of the purchaser's order or any other written or printed document except in so far as the same are expressly accepted by the supplier in writing.

4. No variation to an order shall be binding on the supplier unless or until accepted in writing by the supplier. Such acceptance shall only include such goods and works specified or incorporated in the acceptance.

5. Prices quoted by the supplier are exclusive of the cost of carriage and carriage shall be borne by the purchaser unless otherwise agreed in writing by the supplier.

6. (a) The purchaser shall pay for any loss to or extra cost incurred by the supplier through the purchaser's instructions or lack of instructions or the purchaser's delay or failure in taking delivery or through any request act or default on the part of the purchaser or the purchaser's employees. (b) If the purchaser shall fail to take delivery of goods available within 48 hours of written notice from the supplier to do so the supplier shall be entitled to rescind the contract for the supply of such goods or (if part of a larger order) the remainder of such order and to retain any monies therefore as liquidated damages for breach of terms.

7. Any time or date for delivery is given by the supplier in good faith but is not guaranteed. The purchaser shall have no rights to damages or to cancel the order if the contract. Delivery is effected within a reasonable time of the due date.

8. If a purchaser cancels an order he will be liable for breach of contract and termination charge to be determined by the supplier shall be levied. If a purchaser cancels part of an order then without prejudice to the rights of the supplier against the purchaser the purchaser shall pay to the supplier the difference between the price charged for the quantity of any items already supplied and the price which would have been charged if such quantity had comprised the whole of the order.

9. Any defect or specification in any goods shall not give the purchaser any grounds for cancelling the remainder of an order or contract, nor shall it be grounds for delay in payment for goods already delivered.

10. (a) Goods represented by a purchaser to be defective shall not form the subject of any claim for the work done by the purchaser or for any loss damage or expense whatsoever resulting from or arising directly or indirectly out of such defects. (b) Without prejudice to sub-paragraph (a) above, the supplier will replace or return such goods as in its absolute discretion it considers to be defective because of faulty materials or workmanship, provided that notice in writing giving full details of such defects is given by the purchaser to the supplier within 10 days of receipt of the goods and, within ten days thereof, the defective goods are returned to the supplier at the expense and entire risk of the purchaser.

11. (a) Goods represented by a purchaser to have been lost or damaged in transit whether due to negligence of the supplier or its carriers shall not form the subject of any claim for work done by the purchaser or for any loss or damage or expense whatsoever resulting from or arising directly or indirectly out of such loss or damage. (b) Failure to advise the supplier of non-delivery of goods within ten days from date of advice will relieve the supplier of all responsibility and liability for loss. (c) Losses or damage to goods must be notified both to carriers and supplier immediately and damaged parts and packages retained for inspection. No liability whatsoever will be accepted upon failure to do so.

12. If a purchaser shall make default in or commit breach of this contract or any other of its obligations to the supplier or if any distress of execution shall be levied upon the purchaser's property or assets or if the purchaser shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the purchaser shall be a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver of such company's undertaking property or assets or any part thereof shall be appointed or if the business of the purchaser is closed down by executive or judicial authorities the supplier shall have the right to determine any contract then subsisting and upon written notice of such determination being posted by it to the purchasers last known address any subsisting contracts shall be deemed to have been determined without prejudice to any claim or right which the supplier might otherwise make or exercise.

13. The supplier reserves the right to postpone deliveries to or cancel unfulfilled contracts in whole or in part with a purchaser if any moneys owed to the supplier by such purchaser, have been outstanding for what in the absolute opinion of the supplier is an unreasonable length of time or if by reason of act of God, force majeure, war, fire, flood, strike, lockout or other industrial action, government control unavoidable accident or any other circumstances outside the control of the supplier the supplier is prevented in whole or part from performing its obligations. Such postponement or cancellation will be without prejudice to the right of the supplier to recover payment for goods supplied in performance or part- performance of any contract and will not give rise to any claim by a purchaser for any loss or expense whatsoever resulting from or arising directly or indirectly out of such postponement or cancellation.

14. The supplier shall have the right to make a part delivery against any order and the purchaser shall accept such part deliveries as good deliveries. Payment for all such goods shall be at the contract rate. Scheduled orders on the supplier cannot be rescheduled without the prior consent of the supplier.

15. (a) Payment for goods shall if the supplier so require be made in full prior to delivery and the company shall be entitled to withhold delivery until such payment is made and any cheque or other negotiable instrument given in settlement cleared unless otherwise agreed in writing. (b) For account customers payment of the price must be made as net cash within 28 days after the date of invoice in which respect time shall be of the essence, if the purchaser shall not have made payment of the price or any part thereof by the said date the purchaser shall pay interest to the supplier on the price such part thereof remaining at the rate of 2.5% per month from the said date until the date of actual payment. The supplier can exercise the right to charge interest without prejudice to any other right it may have in respect of goods or for non-payment.

16. An order having been placed by the purchaser and accepted by the supplier, the purchaser shall in the event of the payment being made in full be bound to accept delivery of the goods in any event.

17. Subject to the terms and conditions of clause II hereof the supplier shall not without its prior consent in writing be bound to accept the return of goods for any reason. In the event of the supplier agreeing in writing to accept the return of goods an administrative charge of 10% of the value of the returned goods shall be made. In the event of returned goods being found on receipt by the supplier to be damaged or shop-soiled the supplier reserves the right to make an additional charge against the purchaser in respect thereto.

18. In the event of the purchaser returning the goods to the supplier for any reason whatsoever the goods shall be returned in the original manufacturer's packaging provided by the supplier at the cost and at the risk of the purchaser.

19. (a) Title to the goods shall not pass to the purchaser until LED FX Ltd 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 LED FX Ltd to the buyer for which payment is then due. Until such payment the purchaser shall remain in possession of the goods solely as bailee for the supplier and store them separately from his own goods or those of any other person and in a manner which makes them readily identifiable as goods of purchaser (b) Before title to the goods has passed to the purchaser under the terms of the Sub -clause (a) of this clause and without the prejudice to any of its other rights, the supplier shall have the right to recover and resell the goods of any of them and may enter upon the buyers premises or any premises where the goods are stored (or are reasonably believed by the supplier to be stored) to so recover them and this right is extended to the supplier's servants or agents for that purpose. (c) The purchaser may process the goods before title has passed and/or incorporate them in or with any other product provided that any product containing the supplier's goods shall be separately scored and marked so as to be identifiable accordingly. (d) If the supplier's goods are processed with and/or incorporated in goods belonging to another person (whether the purchaser or a third party) the resulting product shall become or shall deemed to be owned by the supplier in common with that other person. (e) The purchaser may agree before title in the goods has passed to sell-on the goods or any product produced from or with the goods but the entire proceeds shall be held in trust for the supplier (or for the supplier and any co-owner of the product sold) and shall not be mixed with the purchaser's money

20. These terms and conditions and the contract shall be subject to and construed in accordance with Scottish Law.