1.Definitions

'Seller' means LIVELITE LIGHTING HIRE & SALES LTD, THEATRE LIGHTING LTD or LIVELITE GROUP LTD t/a Livelite
'Buyer' means the person / firm / company purchasing goods from the Seller.
'Goods' means products or services which the Seller agrees to supply to the Buyer.

2. General

(a) These conditions are the only conditions of the contract under which the Seller supplies goods. All other conditions which the Buyer attempts or purports to impose shall be excluded from any contract between the parties.
(b) No order for Goods is binding until acknowledged by the Seller. Each order is subject only to these conditions to the exclusion of all other conditions including but not limited to any standard purchase terms of the Buyer. No variation to these conditions shall be binding unless agreed in writing by the Seller.
(c) Save in the case of any fraudulent misrepresentation the Buyer shall be deemded as not having relied on any representations in respect of the Goods unless made by the Seller in writing with specific reference to this clause. In entering the contract the Buyer acknowledges that it does not reply on and waives any claim for any breach of any representations (other than fraudulent misprepresentation) which are not so confirmed.
(d) Waiver of all or any of these conditions by the Seller shall not effect or prejudice its rights and remedies in respect of any subsequent breach, non-performance or non-observance.
(e) The contract is personal to the Buyer and is not capable of being assinged without the Seller's prior written consent.
(f) Insofar as any provision of these conditions or any part thereof shall be found or deemed by any court or competent authority to be void, voidable, invalid, ineffective or unenforceable, such defect shall not affect the remainder of the conditions which shall be construed as if the defective part or parts had been excluded at the time when the contract was entered into.
(g) The Seller reserves the right to make any reasonable changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
(h) No order which has been accepted by the Seller may be cancelled by the Buyer except with the Seller's prior written agreement.

3. Price

(a) Subject to condition 3(b) below, the price in respect of each order shall be that notified by the Seller to the Buyer in writing (including but not limited to facsimile or email). Where no such notification has been given the price will be that quoted on the Seller's website or printed price list.
(b) Where the Goods are supplied to the Buyer outside the United Kingdom, then in the event of any increase in cost to the Seller of raw materials, labour, overheads, any increase in taxes or duties of any variation of exchange rates the Seller may increase the price payable. Unless, however, within 14 days after notification to the Buyer of an alteration, the Seller and the Buyer have agreed on an adjustment in price, or the Seller has re-established the last prevailing price, the Buyer may within 7 further days cancel the order by notice in writing to the Seller.
(c) All prices and price lists may be changed without notice.
(d) Vaule Added Tax if applicable will be added to the price at the rate in force at the invoice tax point date.

4. Payment

TIME FOR PAYMENT SHALL BE OF THE ESSENCE OF THE CONTRACT
(a) Unless otherwise agreed in writing payment for Goods supplied is due in full at the time of order. In no circumstances shall the Buyer be entitled to make any deduction or withhold payment for any reason whatsoever unless authorised in writing by the Seller.
(b) If payment becomes overdue, the Seller may, without prejudice to other rights and remedies, suspend or cancel the fulfilment of any order placed by the Buyer.
(c) Without prejudice to any other rights of the Seller, should the Buyer fail to make any payment by the due date then the Buyer shall pay interest on said payment from the date on which it was due to that on which payment was made (whether before or after judgement) at a rate of 5% above the Bank of England base rate.
(d) If the Buyer defaults on any payment due in respect of any specific oder then payment for all goods delivered but not yet due for payment shall be deemded to become due and payable on the date of default.
(e) The Seller reserves the right to delay delivery of goods pending confirmation that payments received from the Buyer have been duly cleared.

5. Risk

Risk of damage in or loss to, the Goods shall pass to the Buyer either :-
(i) ar the time when the Goods are collected from the Seller's premises by the Buyer or a third party acting on behalf of the Buyer. OR
(ii) at the time when the Goods are delivered by the Seller's agent to a location nominated by the Buyer.
In either case the consignment shall be deemed to have been in complete and in a satisfactory condition unless:
(a) Notification of damage, non-delivery or partial loss of any separate part of the consignment is received by the carrier and the Seller in writing, other than on the delivery note, within 7 days of the date of the delivery. OR
(b) Notification of non-delivery of the entire consignment is received in writing by the Seller within 7 days of the Seller notifying the Buyer of despatch of the Goods.
Subject to the discovery of latent defects in the Goods which could not have reasonably been discovered upon inspection within 7 days of delivery, unless this condition 5 is strictly observed, the Seller shall be under no liability whatsoever in respect of loss or damage in transit or for the non-delivery of the whole or any part of the consignment.

6. Retention of Title

(a) The Goods shall be at the Buyer's risk from delivery and the Buyer shall insure the Goods accordingly.
(b) Property in the Goods shall remain wil the Seller until:
(i) payment in full has been made to the Seller for all monies owning in respect of all Goods delivered under this contract, AND
(ii) no other sums whatever shall be due from the Buyer to the Seller.
(c) Until property in the Goods passes to the Buyer it shall hold the Goods (at no cost to the Seller) in a fiduciary capacity for the Seller in a manner which enables them to be identified as the goods of the Seller and the Buyer shall immediately return the Goods to the Seller should it so require.
(d) If the Buyer shall, before the property in the Goods has passed, sell the Goods in the ordinary course of its business, the Seller shall be legally and beneficially entitled to the proceeds of sales which shall be held in trust for the Seller abd shall not be mixed with other money or paid into an overdrawn bank account and shall at all material times identified as the Seller's money.
(e) the Buyer grants the Seller and irrevocable license to enter at any time any vehicle or premises owned or occupied by the Buyer or in its possession for the purpose of repossessing and removing any Goods which belong to the Seller. The Seller shall not be responsible for and the Buyer will indemnify the Seller against any liability in respect of damage caused in such reposession and removal being damage it was not reasonable precticable to avoid.

7. Delivery and Force Majeure

(a) Any date given for delivering goods is an estimate only which the Seller shall use all reasonable endevours to meet. Time for delivery is not of the essence and shall not be made of the essence by notice.
(b) The Seller shall not be liable to the Buyer nor deemed to be in breach of contract by reason of any delay in delivery any Goods.
(c) The Seller shall not be liable to the Buyer nor deemed to be in breach of contract by reason of any failure to deliver any Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. the following shall be regarded as causes beyond the Seller's reasonable control:
(i) act of God, explosion, flood, tempest, fire, earthquake, blizzard or accident;
(ii) war, sabotage, bandity, insurrection, civil disturbance or act of government;
(iii) logistical, supply and transport difficulties that are beyind the Seller's reasonable control, including but not limited to difficulties caused by trade disputes, strikes, unexpected shortages, imposition of trade sanctions.
(d) In the circumstances outlined in Condition 7(b) and Condition 7(c) above the Seller shall notify the Buyer as soon as reasonably practicable of the delay and in the event that the delay lasts for more than 60 days the Buyer may cancel the order and source alternative supplies of the Goods from a third party.

8. Goods

(a) Unless otherwise agreed the Goods shall comply with published specifications of their respective manufacturer, subject to clause 2(g) above.
(b) All descriptions and illustrations of the Goods, which the Seller informs the Buyer about in any way including our price lists and advertisments are intended only to give a general idea of the Goods described and they will not form any part of the contract.
(c) The Seller may change the specifications of the Goods at any time without telling the Buyer first, even after the Buyer has inspected a sample of the Goods.
(d) The Seller guarantees that at the time of delivery the goods will be of satisfactory quality and the Goods will be safe under normal conditions of transit, storage, handling and use.
(e) The Seller does not guarantee that the Goods will be fit for any particular purpose unless the Buyer informs the Seller in writing of the particular purpose and the Seller agrees in writing that the Goods will be suitable for such purpose with specific reference to this clause.

9. Sellers Liability

This clause 9 sets out the entire financial liability of the Seller (including any liability for the acts or ommissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(i) any breach of these conditions; and
(ii) any representation, statement or tortious act or ommission including negligence arising under of in connection with a contract for the Goods.
(b) Neither party excludes or limits liability to the other party for death or personal injury cause by negligence or for fraud or fraudulent missrepresentation nor where liability cannot be excluded or limited as a matter of law (including but not limited to breach of any obligations implied by Section 12 Sale of Goods Act 1979 (as amended) or Section 2 Supply of Goods Act 1982).
(c) Subject to the provisions of clause 9(b) above, all representations, warranties and conditions whether implied by statute or otherwise are excluded from the Agreement to the fullest extent permitted by law.

10. Trade Mark

(a) The Buyer acknowledges by making an order for the Goods thaty the Seller has exclusive rights to the trade mark or name 'Livelie' or 'Livelite Consulting Ltd' and to the copyright, patents and all the intellectual property rights in the Goods and undertakes not to infringe any of the Seller's said rights nor to remove any of the Seller's identification plates, serial numbers or bar codes (in particular its trade mark) or other identification of the source or origin of the Goods from any of the Goods.

11. Law

(a) This contract shall in all respects be goverened by the law of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.