Terms & Conditions for business customers
1 - Business customers
- 1.1 - These terms and conditions apply to sales of our goods to business customers.
- 1.2 - If you wish to buy our goods for domestic use or for purposes not connected with a business, you are a consumer, in which case these terms and conditions do not apply to you and you should see instead our terms and conditions for consumers.
2 The contract between us.
- 2.1 - A contract between us on the terms set out in these terms and conditions will come into force when we confirm our acceptance of your order.
- 2.2 - All goods are subject to availability. If, following acceptance of your order, we are not able to supply the goods in question, we will inform you of this and will not process your order. If you have already paid for the goods, we will refund you the full amount as soon as possible.
- 2.3 - We may vary these terms and conditions from time to time. Every time you order goods from us, the terms and conditions in force at that time will apply to the contract between us.
3 - Price
- 3.1 - Our quotations lapse after 30 days (unless otherwise stated).
- 3.2 - The price quoted excludes delivery (unless otherwise stated).
- 3.3 - Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
- 3.4 - Rates of tax and duties on the goods will be those applying at the time of delivery.
- 3.5 - At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
- 3.6 - For special orders: All orders for lamps and luminaires of non-standard voltages or types not included in catalogues are considered to be “Special Types” the production of which is undertaken on the understanding that you will accept under or over delivery to the extent of 10% at the price quoted per unit.
- 3.7 - Where you require the delivery of goods to be on pallets, a charge of 0.5% of the total price payable for the goods shall be added to the price.
- 3.8 - Where it is necessary to despatch goods in crates, cases, pallets or other such packing, a charge will be made for this. Unless otherwise specified this amount will be credited in full on the return, within one month, of such crates and pallets etc. in good condition carriage paid. No charge is made for any other form of packaging and no credit will be allowed for its return.
4 - Delivery
- 4.1 - All delivery times quoted are estimates only.
- 4.2 - If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
- 4.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and
- 4.2.2 if you cancel the contract, you can have no further claim against us under that contract.
- 4.2.3 - If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
- 4.3 - We may deliver the goods in instalments. Each instalment is treated as a separate contract.
- 4.4 - We may decline to deliver the goods if:
- 4.4.1 - we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
- 4.4.2 - the premises (or the access to them) are unsuitable for our delivery vehicles.
- 4.5 - goods will not be delivered on pallets unless requested (see clause 3.7).
5 - Risk
- 5.1 - The goods are at your risk from the time of delivery.
- 5.2 - Delivery takes place either:
- 5.2.1 - at our premises (if, according to the purchase order, you are required to collect them or arrange carriage); or
- 5.2.2 - at your premises or address specified by you (if, according to the purchase order, we are required to arrange carriage).
- 5.3 - You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within three (3) working days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods.
6 - Payment terms
- 6.1 - You are to pay us in cash or in cleared funds on or prior to delivery, unless you have an approved credit account.
- 6.2 - If you have an approved credit account, payment is due no later than end of the month following the month of our invoice unless otherwise agreed in writing.
- 6.3 - If you fail to pay us in full on the due date we may:
- 6.3.1 - suspend or cancel future deliveries;
- 6.3.2 - cancel any discount offered to you;
- 6.3.3 - charge you interest on all sums due at the rate of 4 per cent per annum over the base lending rate of the UAE Central Bank:
- (a) - calculated (on a daily basis) from the date of our invoice until payment; and
- (b) - compounded on the first day of each month; until payment is received before and after any judgment (unless a court orders otherwise);
- 6.3.4 - after serving notice on you, re-sell the goods and, if such goods are sold in good faith at a price less than the quotation price, we may recover any shortfall between the quotation price and the price paid for the goods from you; and
- 6.3.5 - recover (under clause 6.7) the cost of taking legal action to make you pay.
- 6.4 - If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.
- 6.5 - you do not have the right to set off any money you may claim from us against anything you may owe us.
- 6.6 - While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full [(a lien)].
- 6.7 - You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
7 - Payment disputes and Debit Notes
- 7.1 - If you operate a debit note system, debit notes will only be accepted by us if raised in respect of the following matters:
- (a) incorrect goods supplied;
- (b) pricing discrepancies (other than those arising under Clauses 3.3, 3.4 and 3.5);
- (c) delivery shortages (other than those arising under Clause 3.6);
- (d) delivery of damaged or faulty goods; or
- (e) cancellation of an order in accordance with these terms and conditions.
- 7.6 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.
- 7.2 - All requests to return goods to us must be agreed in writing by us before any debit note is raised by you.
- 7.3 - Debit notes will only be accepted by us if:
- 7.3.1 - they include details of our invoice to which they relate;
- 7.3.2 - they are received by us within seven (7) days of the date on which the invoice is due for payment by you;
- 7.3.3 - they are notified to us on the day that they are raised; and
- 7.3.4 - they relate to the value of goods in dispute and not the value of the whole invoice (except where the value of the whole invoice is in dispute).
- 7.6 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.
- 7.4 - In no circumstances will debit notes be accepted by us in relation to invoices which have either been subject to a prompt payment discount or which are the subject of a dispute raised by you more than 5 days after the date on which the invoice is due for payment.
8 - Samples
- 8.1 - Unless otherwise expressly agreed between us samples submitted with our quotation or at your request must be returned within 90 days of receipt and we shall be entitled to charge for them if they are not so returned.
9 - Storage
- 9.1 - If we do not receive forwarding instructions sufficient to enable us to dispatch the goods within 14 days after notification that the goods are ready for delivery, or that they have been tested, you will take delivery or arrange for storage of those goods. If you do not take delivery or arrange for storage, we shall be entitled to invoice and be paid for the goods as though the goods had been delivered. We may arrange storage either at our own works or elsewhere on your behalf and all charges incurred by us as a result of such delay including storage and insurance shall be payable by you.
- 9.2 - For the accordance of doubt, the goods referred to in clause 9.1 above shall be at your risk if we have arranged for their storage in accordance with clause 9.1.
10 - Performance
- 10.1 - Any data, technical information or performance figures provided by us are based on tests performed under standard conditions at our premises. They are believed to be accurate but cannot be guaranteed under different conditions.
- 10.2 - Our goods are carefully inspected and where practicable, submitted to standard tests at our works before despatch. If tests other than those specified or tests in the presence of you or your representatives are required, these will be charged for. In the event of any delay on your part in attending tests after you have received 7 days notice that we are ready to perform the tests, the tests will proceed in your absence. You agree to accept and pay for such tests as if they had been performed in your presence.
11 - Title
- 11.1 - Until you pay all debts you may owe us:
- 11.1.1 - all goods supplied by us remain our property;
- 11.1.2 - you must store them so that they are clearly identifiable as our property;
- 11.1.3 - you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
- 11.1.4 - you may use those goods and sell them in the ordinary course of your business, but not if:
- (a) - we revoke that right (by informing you in writing); or
- (b) - you become insolvent.
- 11.2 - You must inform us (in writing) immediately if you become insolvent.
- 11.3 - If your right to use and sell the goods ends you must allow us to remove the goods.
- 11.4 - We have your permission to enter any premises where the goods may be stored:
- 11.4.1 - at any time, to inspect them; and
- 11.4.2 - after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
- 11.5 - Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
- 11.6 - You are not our agent. You have no authority to make any contract on our behalf or in our name.
12 - Warranties
- 12.1 - We warrant that:
- 12.1.1 - the goods comply with their description on our acknowledgement of order form; and
- 12.1.2 - all goods apart from those specified at clause 12.1.3 will remain free from material defect within the period of 60 calendar months after the point at which they are dispatched from our premises (as long as you comply with clause 12.3); and
- 12.1.3 - consumable components including batteries, fluorescent and discharge lamps will be free from material defect at the point at which they are dispatched from our premises..
- 12.2 - We do not warrant that the goods are fit for any purpose.
- 12.3 - If you believe that we have delivered goods which are defective in material or workmanship, you must:
- 12.3.1 - inform us (in writing), with full details, as soon as possible; and
- 12.3.2 - allow us to investigate (we may need access to your premises and product samples).
- 12.4 - You acknowledge and agree that an LED product will only be considered defective for the purposes of this clause 12 if it fails to emit 70% or more of its specified lumen output value and/or more than 10% of the individual LEDs comprised in that product fail to emit any light at all.
- 12.5 - If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 12.3) in full, we will (at our option) repair the goods, replace the goods or refund the price. It is your responsibility to return the goods at your cost. If we choose to discharge our obligations in this clause without the return of goods, for example any repair or remedial work on our behalf by you, the cost of such work must be agreed in writing by us before the commencement of any such repair or remedial work.
- 12.6 - The warranty given at clause 12.1 does not apply to any defect in the goods arising from:
- 12.6.1 - fair wear and tear;
- 12.6.2 - wilful damage, abnormal storage or working conditions;
- 12.6.3 - accident or negligence by you or a third party;
- 12.6.4 - your failure to operate the goods in accordance with user instructions;
- 12.6.5 - any alternation or attempt to repair by you or a third party;
- 12.6.6 - any specification provided by you.
13 - Our liability
- 13.1 - We do not in any way exclude or limit our liability for:
- 13.1.1 - death or personal injury caused by our negligence; and
- 13.1.2 - fraud or fraudulent misrepresentation;
- 13.2 Subject to clause 13.1, we will under no circumstances whatever be liable to you, whether in contract, under the UAE Civil Transactions Law no 5 of 1985 (the “Civil Code”), for breach of statutory duty, or otherwise, arising under or in connection with the goods for:
- (a) - any loss of profits, sales, business, or revenue;
- (b) - loss or corruption of data, information or software;
- (c) - loss of business opportunity;
- (d) - loss of anticipated savings;
- (e) - loss of goodwill; or
- (f) - any indirect or consequential loss.
- 13.3 - Subject to clause 13.1 , our total liability to you in respect of all other losses arising under or in connection with the goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the price of the goods.
- 13.4 - Except as expressly stated in these terms, we do not give any representation, warranties or undertakings in relation to the goods. Any representation, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the goods are suitable for your purposes.
14 - Specification
- 14.1 - If we prepare the goods in accordance with your specifications or instructions you must ensure that:
- 14.1.1 - the specifications or instructions are accurate;
- 14.1.2 - goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
- 14.1.3 - your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
- 14.2 - We reserve the right:
- 14.2.1 - to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
- 14.2.2 - to make without notice any minor modifications in our specifications we think necessary or desirable.
15 - Return of goods
- 15.1 - We will accept the return of goods from you only:
- 15.1.1 - by prior arrangement (confirmed in writing);
- 15.1.2 - on payment of an agreed handling charge (unless the goods were defective when delivered);
- 15.1.3 - where the goods are as fit for sale on their return as they were on delivery;
- 15.1.4 - when you contact us and request a Goods Returns Number (GRN) and quote this when returning the goods to us; and
- 15.1.5 - when you return the goods within 60 days of being authorised the GRN.
16 - Export terms
- 16.1 - Clause 16 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.
- 16.2 - The "Incoterms" of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
- 16.3 - Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
- 16.4 - You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
- 16.5 - We are not liable for death or personal injury arising from the use of the goods delivered to any jurisdiction outside of the UAE, unless the laws of that jurisdiction do not permit the exclusion of liability for death or personal injury.
17 - Rejection
- 17.1 - Unless otherwise agreed in writing goods rejected as not complying with the contract must be rejected within fourteen (14) working days of delivery to the your premises or to such other place as you specified.
18 - Cancellation
- 18.1 - You may not cancel the order unless we agree in writing (and clauses 4.2.2 and 18.2 then apply).
- 18.2 - If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
- 18.3 - We may suspend or cancel the order, by written notice if:
- 18.3.1 - you fail to pay us any money when due (under the order or otherwise);
- 18.3.2 - you become insolvent;
- 18.3.3 - you fail to honour your obligations under these terms.
19 - Waiver and variations
- 19.1 - Any waiver or variation of these terms is binding in honour only unless:
- 19.1.1 - made (or recorded) in writing;
- 19.1.2 - signed on behalf of each party; and
- 19.1.3 - expressly stating an intention to vary these terms.
- 19.2 - All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
20 - Force majeure
- 20.1 - If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
- 20.2 - Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
- 20.3 - The Seller shall be under no liability or any failure to perform any of its obligations under the contract if and to the extent that the failure is caused by act of God, any governmental restriction in any relevant territory or jurisdiction, condition or control or by reason of any act done or not done pursuant to a trade dispute, shortages of labour or materials or breakdown of machinery or any other matter (whether or not similar to the foregoing) outside the control of the Seller.
21 - General
- 21.1 - If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).
- 21.2 - If you place an order on behalf of a business, by ordering goods from us you confirm that you have authority to bind your business.
- 21.3 - If any of these terms are unenforceable as drafted:
- 21.3.1 - it will not affect the enforceability of any other of these terms; and
- 21.3.2 - if it would be enforceable if amended, it will be treated as so amended.
- 21.4 - We may treat you as insolvent if:
- 21.4.1 - you are unable to pay your debts as they fall due; or
- 21.4.2 - you (or any item of your property) becomes the subject of:
- 21.4.3 - any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
- 21.4.4 - any application or proposal for any formal insolvency procedure; or
- 21.4.5 - any application, procedure or proposal overseas with similar effect or purpose.
- 21.5 - All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
- 21.6 - Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
- 21.7 - No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
- 21.8 - We may transfer our rights under a contract between us to another organisation. You may only transfer your rights with our prior written approval.
- 21.9 - The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:
- 21.10 - contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
- 21.11 - which expressly state that you may rely on them when entering into the contract.
22 - Governing Law and Jurisdiction
- 22.1 - The parties agreed that in relation to any dispute or difference arising out of the formation, performance, interpretation, nullification, termination or invalidation of this contract or arising there from or related thereto in any manner whatsoever, they shall use reasonable endeavours to try and settle any such matter.
- 22.2 - In the event that the parties are unable to reach an agreement, such matter shall be settled by arbitration in accordance with the provisions set forth under the Dubai International Arbitration Centre Arbitration Rules.
- 22.2.1 - The tribunal shall comprise of three arbitrators as determined by the party referring the dispute or difference to arbitration.
- 22.2.2 - The language of the arbitration shall be English.
- 22.2.3 - The place of arbitration shall be Dubai.
- 22.2.4 - The arbitrator shall expressly apply the laws of the Emirate of Abu Dhabi and the United Arab Emirates to the exclusion of all other choices of law.