1.1 These are the terms of conditions of sale (the “Terms and Conditions”) of Greengage Lighting Ltd (the “Company”) that apply to all sales of any Products (as defined below) by the Company to any customer (a “Customer”).
1.2 In these Terms and Conditions, the following terms shall have the following meanings:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Contract” means the contract between the Company and the Customer for the sale and purchase of Products formed in accordance with these Terms and Conditions;
“Customer” means the person or firm who purchases the Products from the Company;
“Force Majeure Event” has the meaning given in condition 10.1;
“Notice of Rejection” means a notice of rejection that may be given by the Customer to the Company in accordance with condition 5.2 in the Company’s standard form [available on its Website], as amended from time to time;
“Products” means each of the products manufactured by and supplied by the Company and “Product” shall mean any one of them (as appropriate), and in relation to a particular Customer, shall mean the Products supplied to it pursuant to a Sales Order;
“Product Specification” means, in relation to any Product, the ‘Product Spec-Sheet’ relating to that Product as provided on the Website (as amended from time to time), including product features, technical information, electrical and optimum specification and working environment instructions;
“Purchase Order” means the purchase order placed by the Customer to the Company in writing (which includes email);
“Sales Order” means the sales order form relating to the sale of Products (being those set out in the Purchase Order), issued by the Company in writing to the Customer, subject to these Terms and Conditions;
“Website” means the Company’s website found at the domain name ‘greengage.global’, as amended from time to time.
1.3 In these Terms and Conditions, the following rules apply:
1.3.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.3.2 a reference to a party includes its personal representatives, successors or permitted assigns; and
1.3.3 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.3.4 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; and
1.3.5 a reference to writing or written includes e-mails.
2. Basis of Contract
2.1 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Customer shall issue to the Company the Purchase Order which shall contain the name and quantity of Products to be supplied to the Customer. The Customer is responsible for ensuring the accuracy of the terms of the Purchase Order and for providing the Company with any necessary information to enable the Company to issue a Sales Order to the Customer.
2.3 The Purchase Order constitutes an offer by the Customer to purchase the Products set out in that Purchase Order, in accordance with these Terms and Conditions.
2.4 Following receipt of a Purchase Order, the Company may (but shall be under no obligation to) issue a Sales Order to the Customer. The Purchase Order shall only be deemed to be accepted when the Company issues a Sales Order, at which point, unless the Customer notifies the Company of any objection to the Sales Order within 5 Business Days of its receipt of the Sales Order, the Contract shall come into existence.
2.5 The Company shall sell and the Customer shall purchase the Products in accordance with the terms of the Sales Order, subject to these Terms and Conditions, which shall constitute and govern the Contract to the exclusion of any other terms.
2.6 The Contract constitutes the entire agreement between the parties. The Customer 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.
3.1 The quantity, price and description of the Products to be supplied to the Customer shall be set out in the Sales Order.
3.2 The Company reserves the right to amend the Product Specification of any Product at any time without prior notice and, in particular, if so if required by any applicable statutory or regulatory requirements or to take account of any upgrades and/or improvements in technology.
3.3 The Products supplied to the Distributor by the Company under this agreement shall:
3.3.1 conform to the Product Specification of each such Product;
3.3.2 be fit only for any purpose expressly advised by the Company as being a purpose of the Product; and
3.3.3 comply with all applicable statutory and regulatory requirements.
4.1 The Company shall ensure that each delivery of Products is accompanied by a delivery note which shows the date of the Purchase Order, the type and quantity of Products (including the code number of Products, where applicable), [the relevant Product Specifications] and, if the Sales Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered.
4.2 Unless otherwise agreed in writing between the Company and the Customer, the Products will be delivered on FOB terms from the named Customer shall promptly collect the Products from the Company’s premises [as specified in the Sales Order] (or such other location as may be advised by the Company prior to delivery) once the Company has notified the Customer (in writing or verbally) that the Products are ready for collection (“Delivery Notification”) and, in any event, within  Business Days of the date of the Delivery Notification.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. A delivery made later than the date shown in the Sales Order shall not constitute a breach of the Contract and the Company shall not be liable for any costs, expenses or losses caused to the Customer as a result of the delayed delivery and the Customer shall not be entitled to withdraw from the Contract on account of delayed delivery. The Products may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Customer.
4.4 If the Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. The Company shall have no liability for any failure to deliver Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of Products.
4.5 If the Customer fails to take delivery of Products within  Business Days of the date of the Delivery Notification, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
4.5.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the  Business Day after the date of Delivery Notification; and
4.5.2 the Company shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6 If the Customer fails to take delivery of Products within  Business Days of the date of the Delivery Notification, then the Company may resell or otherwise dispose of part or all of the Products and the Customer shall be liable to indemnify the Company against any resulting loss, damage or expense incurred by the Company in connection therewith.
4.7 [The Company may deliver Products 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 Customer to cancel any other instalment.]
5. Inspection and Rejection of Products
5.1 The Customer shall carry out a visual inspection (“Visual Inspection”) of each of the Products within 10 Business Days of receipt of such Products by the Customer to ensure that the Products comply with the requirements of condition 3.3.
5.2 The Customer may reject any Products delivered to it that (in its reasonable opinion) do not comply with condition 3.3, provided that a Notice of Rejection is given to the Company:
5.2.1 in the case of a fault or defect that is apparent from the Visual Inspection, within 10 Business Days of receipt of such Products by the Customer; and
5.2.2 in the case of a latent defect, within 10 Business Days of the Customer becoming aware of such latent defect,
and, in each case, the Company is given a reasonable opportunity to inspect the Products in question if it so wishes.
5.3 If the Customer fails to give Notice of Rejection of any Products in accordance with condition 5.2.1, it shall be deemed to have accepted such Products.
5.4 If the Customer rejects any Product under condition 5.2.1 then the Customer shall be entitled to require the Company to repair, replace or refund (at the Company’s discretion) the rejected Products. Once the Company has complied with the Customer’s request, it shall have no further liability to the Customer in respect of the rejected Products’ failure to comply with condition 3.3.
5.5 The Customer may only serve a Notice of Rejection pursuant to condition 5.2.2 provided that the Customer has satisfied itself that it has a valid claim under the Warranty Policy (including, without limitation, (i) that the warranty period for that particular Product as set out in the Product Specification for that Product has not expired; and (ii) that it has complied in all respects with the Product Specification and any other information or instructions provided by the Company to the Customer regarding the Product from time to time).
5.6 Provided that the requirements of condition 5.5 have been met, the Customer shall be entitled to require the Company to repair, replace or refund (at the Company’s discretion) the rejected Products. Once the Company has complied with the Company’s request, it shall have no further liability to the Customer in respect of the rejected Products’ failure to comply with condition 3.3.
5.7 For the avoidance of doubt, in the event that:
5.6.1 the Customer does not comply with its obligations under condition 5.5; and/or
5.6.2 after receiving a Notice of Rejection pursuant to condition 5.2, the Company subsequently determines that the Customer does not have a valid claim under the terms of the Warranty Policy for any reason,
then the Company may reject the Notice of Rejection and shall be under no obligation to repair or replace the Products in question.
5.8 The terms of this agreement shall apply to any repaired or replacement Products supplied by the Company.
5.9 The Customer shall return to the Company all defective Products for inspection. If the parties dispute whether any Products comply with condition 3.3, either party may refer the matter to an Independent Expert for determination in accordance with condition 11.
5.10 The Customer shall at all times be responsible for storage, handling and installation of the Products in accordance with good industry practice and any instructions given by the Company from time to time. The Company shall have no liability for any damage caused to the Products or any other goods, equipment or premises caused by any failure of the Customer to comply with this condition 5.10.
5.11 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract (including, without limitation, the terms implied by sections 13 to 15 of the Sale of Products Act 1979).
6. Title and risk
6.1 The risk in the Products shall pass to the Customer on receipt by the Customer of the Delivery Notification.
6.2 Notwithstanding condition 6.1, legal and beneficial ownership and title to of the Products shall not pass to the Customer until such time as the Company receives payment in full (in cash or cleared funds) for the Products.
6.3 Until title to the Products has passed to the Customer, the Customer shall:
6.3.1 store the Products separately from all other products and goods held by the Customer and marked as the Company’s property so that they remain readily identifiable as the Company’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
6.3.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify the Company immediately if it becomes subject to any of the events listed in condition 8.2;
6.3.5 give the Company such information relating to the Products as the Company may require from time to time; and
6.3.6 not resell the Products or convert or incorporate the Products into any other products or goods without the express written consent of the Company.
6.4 If before title to the Products passes to the Customer, the Customer becomes subject to any of the events listed in condition 8.2, then, without limiting any other right or remedy the Company may have:
6.4.1 the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and
6.4.2 the Company may at any time (i) require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
6.5 The Customer shall be responsible for the costs and expenses incurred by the Company in locating, repossessing, recovering or restoring the Products, as the case may be.
7. Price and payment
7.1 Unless otherwise agreed in writing by the Company, the price of the Products shall be the price set out in the Sales Order.
7.2 The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
7.2.1 any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2. any request by the Customer to change the delivery date, quantities or types of Products ordered; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
7.3 The Customer shall pay for the products in full and in cleared funds in accordance with the payment terms set out in the Sales Order. Time of payment is of the essence.
7.4 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount in full (in cash or cleared funds), whether before or after judgement. The Customer shall pay the interest together with the overdue amount.
7.5 If the Customer fails to make any payment due to the Company under the Contract within 60 days of the due date for payment, then, in addition to condition 7.4:
7.5.1 upon having given written notice to the Customer, the Company is entitled to withdraw from any other Sales Orders with the Customer or to suspend delivery of any Products thereunder or make further delivery on such specific conditions as the Company may deem fit;
7.5.2 all the Sales Orders that have not fallen due for payment shall become due and payable;
7.5.3 the Company shall be entitled to payment for administration charges pursuant to the Late Payment of Commercial Debt (Interest) Act 1998.
7.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counter claim, 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 Customer against any amount payable by the Company to the Customer.
8. Termination and suspension
8.1 If the Customer becomes subject to any of the events listed in condition 8.2, the Company may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of condition 8.1, the relevant events are:
8.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
8.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
8.2.5 (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
8.2.6 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
8.2.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
8.2.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
8.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 8.2.1 to condition 8.2.7 (inclusive);
8.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
8.2.11 the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
8.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, the Company may suspend provision of the Products under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in condition 8.2, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment, or, if concluding from the Customer’s conduct, it becomes apparent to the Company the Customer will fail to perform a substantial part of his obligations under this Contract.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid Sales Orders and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Any conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. Limitation of liability
9.1 This condition sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
9.1.1 any breach of a Contract however arising;
9.1.2 any use made of the Products by the Company; and
9.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with a Contract.
9.2 Nothing in this agreement shall limit or exclude the Company’s liability for:
9.2.1 death or personal injury resulting from negligence; or
9.2.2 fraud or fraudulent misrepresentation; or
9.2.3 any other liability which may not by law be limited or excluded.
9.3 Without prejudice to condition 9.3, the Company shall not under any circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated saving; or special, indirect or consequential damage; in each case, suffered by the Customer that arises under or in connection with a Contract.
9.4 Without prejudice to conditions 9.2 and 9.3, the Company’s total liability arising under or in connection with any Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the total value of all sales made by the Company to the Customer pursuant to a Sales Order in the calendar year in which the claim arises.
9.5 The Company shall not be liable for any damage to property that may be caused by nay Products while in the possession of the Customer or a third party, nor for any damage to products manufactured by the Customer or a third party, or to products in which the Products sold have been incorporated. If the Seller incurs liability towards any third party for damage to property as described in this condition 9.5, the Customer shall indemnify, defend and hold the Company harmless against any such liability.
10. Force Majeure
10.1 Provided that it has complied with the provisions of condition 10.2, neither the Company nor the Customer shall be in breach of a Contract in respect of, or liable for, any failure or delay in performance of its obligations under a Contract arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”), including, without limitation, any of the following:
10.1.1 Acts of God, including fire, flood, earthquake, windstorm or other natural disaster;
10.1.2 war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
10.1.3 terrorist attack, civil war, civil commotion or riots;
10.1.4 nuclear, chemical or biological contamination or sonic boom;
10.1.5 compliance with any law;
10.1.6 fire, explosion or accidental damage;
10.1.7 loss at sea;
10.1.8 adverse weather conditions;
10.1.9 collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
10.1.10 any labour dispute, including strikes, industrial action or lockouts;
10.1.11 non-performance by suppliers or subcontractors; and
10.1.12 interruption or failure of utility service, including but not limited to electric power, gas or water.
10.2 If the Company or the Customer is subject to a Force Majeure Event, it shall not be in breach of a Contract provided that:
10.2.1 to the extent reasonably practicable, it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
10.2.2 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
10.3 If the Force Majeure Event continues for a continuous period of more than three months, the Company or the Customer party may terminate a Contract by giving 14 days’ notice in writing to the other party. On the expiry of this notice period, the Contract shall terminate. Such termination shall not affect the rights of the parties in respect of any breach of the Contract occurring before termination.
11. Expert Determination
11.1 Where under condition 5.9 a matter may be referred to an Independent Expert for determination, the “Independent Expert” shall be the National Physical Laboratory, UK.
11.2 The Company and the Customer are entitled to make submissions to the Independent Expert and will provide (or procure that others provide) the Independent Expert with all such assistance and documents as the Independent Expert may reasonably require for the purpose of reaching a decision. Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel as the other party reasonably requires to make a submission under this condition.
11.3 The Company and the Customer agree that the Independent Expert may in its reasonable discretion determine such other procedures to assist with the conduct of the determination as it considers appropriate.
11.4 The Independent Expert shall act as an expert and not as an arbitrator. The Independent Expert’s decision shall be final and binding on the parties in the absence of fraud or manifest error.
11.5 The Independent Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Independent Expert) shall be borne by the Company and the Customer in equal shares or in such proportions as the Independent Expert shall direct.
12. Entire Agreement
12.1 The Contract constitutes the entire agreement between the Company and the Customer and supersedes all previous agreements (whether written or oral) between the parties relating to its subject matter.
12.2 Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
12.3 Nothing in this condition 12 shall limit or exclude any liability for fraud.
13.1 No amendment or variation of a Contract shall be effective unless it is in writing and signed by each of the Company and the Customer (or their authorised representatives).
13.2 Each Contract is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under the Contract, or purport to do any of the same, without the prior written consent of the Company.
13.3 By entering into a Contract, the Company and the Customer declare that they each have the right, power and authority and have taken all action necessary to execute, deliver, exercise their rights and perform their obligations under such Contract.
13.4 A failure or delay by the Company or the Customer to exercise any right or remedy provided under a Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.5 If any provision of a Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of that Contact, and the validity and enforceability of the other provisions of that Contract shall not be affected.
13.6 If a provision of a Contract (or part of any provision) is found to be illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.7 No person other than a party to a Contract shall have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of such Contract.
14.1 Any notice required to be given pursuant to these Terms and Conditions shall be in writing and shall be delivered (i) personally, or by commercial courier, or by prepaid post (by airmail post if to an address outside the country of posting) to the relevant party at its address as set out in the Sales Order or any other address as either party may notify to the other from time to time; or (ii) by email to such email address as either party may notify to the other from time to time. Any notice given according to (i) above shall be deemed to have been given at the time of delivery (if delivered by hand), on the date and at the time of signature of the courier’s delivery receipt (if sent by commercial courier), or five Business Days after posting (if sent by prepaid post).
15. Governing Law and Jurisdiction
15.1 Each Contract and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
15.2 The Company and the Customer irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with a Contract, its subject matter or formation (including non-contractual disputes or claims).