First Light Direct TERMS AND CONDITIONS of sale

INTERPRETATION
APPLICATION OF TERMS
DELIVERY
NON-DELIVERY
RISK/TITLE
PRICE
PAYMENT
QUALITY
LIMITATION OF LIABILITY
ASSIGNMENT
FORCE MAJEURE 
GENERAL
COMMUNICATIONS
RETURNS OF GOODS

1. INTERPRETATION -Back to top

1.1 In these Conditions the following words have the following meanings:

Word Meaning

"the Buyer" the person(s), firm or company who purchases theGoods from the Company;
"the Company" First Light Direct
"Contract" any contract between the Company and the Buyer for thesale and purchase of the Goods, incorporating these Conditions;
"Delivery Point" the place where delivery of the Goods is to takeplace under clause 3
"Goods" any goods agreed in the Contract to be supplied to the Buyerby the Company (including any part or parts of them).

1.2 In these Conditions references to any statute or statutory provisionshall, unless the context otherwise requires, be construed as a reference tothat statute or statutory provision as from time to time amended, consolidated,modified, extended, re-enacted or replaced.

1.3 In these Conditions references to the masculine include the feminineand the neuter and to the singular include the plural and vice versa as thecontext admits or requires.

1.4 In these Conditions headings will not affect the construction ofthese Conditions.

2. APPLICATION OF TERMS -Back to top

2.1 Subject to any variation under condition 2.3 the Contract will be onthese Conditions to the exclusion of all other terms and conditions (includingany terms or conditions which the Buyer purports to apply under any purchaseorder, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed upon, delivered with or contained inthe Buyer’s purchase order, confirmation of order, specification or otherdocument will form part of the Contract simply as a result of such documentbeing referred to in the Contract.

2.3 These Conditions apply to all the Company’s sales and any variationto these Conditions and any representations about the Goods shall have noeffect unless expressly agreed in writing and signed by a Director of theCompany. No employee of the Seller has authority to make any statement orrepresentation about the Goods supplied under this contract.

2.4 Each order for Goods by the Buyer from the Company shall be deemedto be an offer by the Buyer to purchase Goods subject to these Conditions.

2.5 No order placed by the Buyer shall be deemed to be accepted by theCompany until a written acknowledgement of order is issued by the Company or(if earlier) the Company delivers the Goods to the Buyer.

2.6 The Buyer must ensure that the terms of its order (includingquantity, quality and delivery details) are complete and accurate.

3. DELIVERY -Back to top

3.1 Delivery of the Goods shall take place at the Delivery Pointnotified to the Company by the Buyer when the Order is placed.

3.2 Where the Delivery Point is located in Great Britain and the Goodswhich are the subject of the Order are held in stock by the Company, theCompany will use all reasonable endeavours to arrange for delivery on thebusiness day next following receipt of the Order.

3.3 If the Delivery Point is outside Great Britain and/or the Goods arenot in stock the Company shall provide the Buyer with an anticipated deliverydate at the time the order is placed.

3.3 Any dates specified by the Company for delivery of the Goods areintended to be an estimate and time for delivery shall not be made of theessence by notice.

3.4 Subject to the other provisions of these Conditions the Company willnot be liable for any loss (including loss of profit), costs, damages, chargesor expenses caused directly or indirectly by any delay in the delivery of theGoods (even if caused by the Company’s negligence), nor will any delay entitlethe Buyer to terminate or rescind the Contract unless such delay exceeds 30days.

3.5 If the Company delivers to the Buyer a quantity of Goods of up to 5%more or less than the quantity ordered by the Buyer the Buyer shall not beentitled to object to or reject the Goods or any of them by reason of thesurplus or shortfall and shall pay for such goods at the pro rata Contractrate.

4. NON-DELIVERY -Back to top

4.1 The quantity of any consignment of Goods as recorded by the Companyupon despatch from the Company’s place of business shall be conclusive evidenceof the quantity received by the Buyer on delivery unless the Buyer can provideconclusive evidence proving the contrary.

4.2 The Company shall not be liable for any non-delivery of Goods (evenif caused by the Company’s negligence) unless written notice is given to theCompany within 3 working days of the date when the Goods would in the ordinarycourse of events have been received.

4.3 Any liability of the Company for non-delivery of the Goods shall belimited to replacing the Goods within a reasonable time or issuing a creditnote at the pro rata Contract rate against any invoice raised for such Goods.

5. RISK/TITLE -Back to top

5.1 The Goods are at the risk of the Buyer from the time of delivery.

5.2 Ownership of the Goods shall not pass to the Buyer until the Companyhas received in full (in cash or cleared funds) all sums due to it in respectof the Goods and all other sums which are or which become due to the Companyfrom the Buyer on any account.

5.3 Until ownership of the Goods has passed to the Buyer, the Buyershall hold the Goods on a fiduciary basis as the Company’s bailee and shallstore the Goods (at no cost to the Company) separately from all other goods ofthe Buyer or any third party in such a way that they remain readilyidentifiable as the Company’s property.

5.5 Provided the Goods have not been resold or consumed the Company mayat any time require the Buyer to deliver up the Goods and if the Buyer fails todo so forthwith, enter any premises of the Buyer and repossess the Goods.

5.6 The Buyer’s right to possession of the Goods shall terminateimmediately if:

5.6.1 the Buyer makes a voluntary arrangement with its creditors or(being an individual or firm) becomes bankrupt or (being a company) becomessubject to an administration order or goes into liquidation (otherwise than forthe purposes of amalgamation or reconstruction); or

5.6.2 an encumbrancer takes possession, or a receiver is appointed, ofany of the property or assets of the Buyer; or

5.6.3 the Buyer ceases, or threatens to cease, to carry on business.

5.7 The Buyer grants the Company, its agents and employees anirrevocable licence at any time to enter any premises where the Goods are ormay be stored in order to inspect them, or, where the Buyer’s right topossession has terminated, to recover them.

6. PRICE -Back to top

6.1 Unless otherwise agreed by the Company the price for the Goods shallbe the price agreed between the Company and the Buyer at the time the Order isplaced.

6.2 Where the Delivery Point is in Great Britain and the Buyer does notrequest same-day or other form of special delivery, the Price shall beexclusive of any delivery charges, but the Company otherwise reserves the rightto make an additional charge for delivery.

6.3 The price for the Goods shall be exclusive of any value added tax.

7. PAYMENT -Back to top

7.1 Where the Company has agreed a credit account relationship with theBuyer, payment of the price for the Goods is due on the last working day of themonth following the month in which the Goods are delivered or deemed to bedelivered.

7.2 Where the Buyer has no credit account relationship the Companyreserves the right to require that an irrevocable letter of credit be opened inits favour or that payment of all or part of the price be made when the Orderis placed.

7.3 Time for payment shall be of the essence.

7.4 No payment shall be deemed to have been received until the Companyhas received cleared funds.

7.5 The Buyer shall make all payments due under the Contract without anydeduction whether by way of set-off, counterclaim, discount, abatement orotherwise unless the Buyer has a valid court order requiring an amount equal tosuch deduction to be paid by the Company to the Buyer.

7.6 If the Buyer fails to pay the Company any sum due pursuant to theContract the Buyer will be liable to pay interest to the Company on such sumfrom the due date for payment at the annual rate of 2% above the base lendingrate from time to time of Lloyds TSB plc, accruing on a daily basis untilpayment is made, whether before or after any judgment.

8. QUALITY -Back to top

8.1 The Company is not the manufacturer of the Goods and in providingthe warranty below the Company is relying on such warranty or guarantee as tothe quality of the Goods as is provided to it by the relevant manufacturer.

8.2 The Company warrants that (subject to the other provisions of theseConditions) upon delivery, the Goods will be of satisfactory quality within themeaning of the Sale of Goods Act 1994 or, where appropriate, will meet the ISO9002 standard.

8.3 The Company shall not be liable for a breach of the warranty incondition 8.2 unless:

8.3.1 the Buyer gives written notice of the defect to the Company, and(if the defect is as a result of damage in transit) to the carrier, within 3working days of the time when the Buyer discovers or ought to have discoveredthe defect; and

8.3.2 the Company is given a reasonable opportunity after receiving thenotice of examining such Goods.

8.4 The Company shall not be liable for a breach of the warranty incondition 8.2 if:

8.4.1 the defect arises from fair wear and tear, wilful damage,negligence, abnormal working conditions, failure to follow the instructions ofthe relevant manufacturer (whether oral or in writing), misuse or alteration ofthe Goods;

8.4.2 the defect arises because the Buyer failed to follow good tradepractice;

8.4.3 the defect arises from any drawing, design or specificationsupplied by the Buyer

8.5 Subject to conditions 8.3 and 8.4, if any of the Goods do notconform with the warranty in condition 8.2 the Company shall at its optionrepair or replace such Goods (or the defective part) or refund the price ofsuch Goods at the pro rata Contract rate provided that, if the Company sorequests, the Buyer shall, at the Buyer’s expense, return the Goods or the partof such Goods which is defective to the Company.

8.6 If the Company complies with condition 8.5 it shall have no furtherliability for a breach of the warranty in condition 8.2 in respect of suchGoods.

8.7 Faulty Goods Claims

We wish to draw yourattention for the avoidance of doubt to our company policy regarding the above.

If goods are deemedto be faulty for whatever reason, our liability is limited to replacing the supplyof goods free of charge.

We are not responsible for secondary costs.

9. LIMITATION OF LIABILITY -Back to top

9.1 Subject to condition 8, the following provisions set out the entirefinancial liability of the Company (including any liability for the acts oromissions of its employees, agents and sub-contractors) to the Buyer in respectof:

9.1.1 any breach of these Conditions; and

9.1.2 any representation, statement or tortious act or omissionincluding negligence arising under or in connection with the Contract.

9.2 All warranties, conditions and other terms implied by statute orcommon law (save for the conditions implied by section 12 of the Sale of GoodsAct 1979) are, to the fullest extent permitted by law, excluded from theContract.

9.3 Nothing in these Conditions excludes or limits the liability of theCompany for death or personal injury caused by the Company’s negligence orfraudulent misrepresentation.

THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OFCONDITION 9.4

9.4 Subject to conditions 9.2 and 9.3:

9.4.1 the Company’s total liability in contract, tort (includingnegligence or breach of statutory duty), misrepresentation or otherwise,arising in connection with the performance or contemplated performance of this Contractshall be limited to the Contract price; and

9.4.2 the Company shall not be liable to the Buyer for any indirect orconsequential loss or damage (whether for loss of profit, loss of business,depletion of goodwill or otherwise), costs, expenses or other claims forconsequential compensation whatsoever (howsoever caused) which arise out of orin connection with the Contract.

10. ASSIGNMENT -Back to top

10.1 The Buyer shall not be entitled to assign the Contract or any partof it without the prior written consent of the Company.

10.2 The Company may assign the Contract or any part of it to anyperson, firm or company.

11. FORCE MAJEURE -Back to top

The Company reserves the right to defer the date of delivery or tocancel the Contract or reduce the volume of the Goods ordered by the Buyer(without liability to the Buyer) if it is prevented from or delayed in thecarrying on of its business due to circumstances beyond the reasonable controlof the Company including, without limitation, acts of God, governmentalactions, war or national emergency, riot, civil commotion, fire, explosion,flood, epidemic, lock-outs, strikes or other labour disputes (whether or notrelating to either partys workforce), or restraints or delays affectingcarriers or inability or delay in obtaining supplies of adequate or suitablematerials Provided that, if the event in question continues for a continuousperiod in excess of 60 days, the Buyer shall be entitled to give notice inwriting to the Company to terminate the Contract.

12. GENERAL -Back to top

12.1 Each right or remedy of the Company under the Contract is withoutprejudice to any other right or remedy of the Company whether under theContract or not.

12.2 If any provision of the Contract is found by any court, tribunal oradministrative body of competent jurisdiction to be wholly or partly illegal,invalid, void, voidable, unenforceable or unreasonable it shall to the extentof such illegality, invalidity, voidness, voidability, unenforceability orunreasonableness be deemed severable and the remaining provisions of theContract and the remainder of such provision shall continue in full force andeffect.

12.3 Failure or delay by the Company in enforcing or partially enforcingany provision of the Contract will not be construed as a waiver of any of itsrights under the Contract.

2.4 Any waiver by the Company of any breach of, or any default under,any provision of the Contract by the Buyer will not be deemed a waiver of anysubsequent breach or default and will in no way affect the other terms of theContract.

12.5 The formation, existence, construction, performance, validity andall aspects of the Contract shall be governed by English law and the partiessubmit to the non-exclusive jurisdiction of the English courts.

13. COMMUNICATIONS -Back to top

13.1 All communications between the parties about this Contract must bein writing and delivered by hand or sent by pre-paid first class post or sentby facsimile transmission:

13.1.1 (in case of communications to the Company) to its registeredoffice or such changed address as shall be notified to the Buyer by theCompany; or

13.1.2 (in the case of the communications to the Buyer) to theregistered office of the addressee (if it is a company) or (in any other case)to any address of the Buyer set out in any document which forms part of thisContract or such other address as shall be notified to the Company by theBuyer.

13.2 Communications shall be deemed to have been received:

13.2.1 if sent by pre-paid first class post, 3 days (excludingSaturdays, Sundays and bank and public holidays) after posting (exclusive ofthe day of posting);

13.2.2 if delivered by hand, on the day of delivery;

13.2.3 if sent by facsimile transmission on a working day prior to 3.00pm, at the time of transmission and otherwise on the next working day.

13.3 Communications addressed to the Company shall be marked for theattention of the Operations Director.

14. Return of Goods

14.1 The Company shall only accept back into stock Goods wrongly orincorrectly ordered by the Buyer, as long as:

14.1.1 the Goods have not been specially ordered for the Buyer and arestandard stock items;

14.1.2 the Goods are unused and are in the original packaging, and arein complete re-saleable condition;

14.1.3 the Goods have in no way been tampered with, changed or in anyway defaced;

14.1.4 the Goods are returned at the responsibility of and expense ofthe Buyer to the place specified in the "Contact Use Page" of thissite and that proof of purchase and receipt of such Goods is traceable by bothparties;

14.1.5 the Buyer must insure the Goods for breakage or damage in transitand shall provide proof of such insurance on request by the Company prior todespatch of the Goods;

14.1.6 the Company shall not have informed the Buyer at the outset ofthe Contract, that the Goods are non-returnable or non-refundable;

14.1.7 the Buyer shall have informed the Company within 7 days afterreceipt of the Goods of any return by facsimile or letter and the Goods must bedespatched within 72 hours after such notification

14.2 Should for any reason the Company be unable to accept any Goodsthat are returned due to a breach of condition 14.1 above the Company shallinform the Buyer, within 7 days from the date of receipt of the Goods inwriting as to the reason for rejection and the amount in Pounds Sterling ifany, that the Company may be able to offer or credit to the Buyer by returningthe Goods back to the manufacturer or supplier of the Goods

14.3 In the event that the Company accepts the returned Goods then theCompany shall refund to the Buyer the purchase price of the Goods only [lessany re-stocking charge that may be necessary which will be notified on anindividual basis] within 28 days of the date of receipt and acceptance of theGoods by the Company