Terms & Conditions
The term ‘Prolight Design Ltd’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Beacon Business Centre, Hopton Park, Devizes, Wiltshire, SN10 2EY. Our company registration number is 02659194. The term ‘you’ refers to the user or viewer of our website.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
rom time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
You may not create a link to this website from another website or document without Prolight Design Ltd’s prior written consent.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Scotland and Wales.
PROLIGHT DESIGN LTD CONDITIONS OF SALE
The Seller sells and the Buyer buys the Goods subject to the conditions which shall take precedence over any other terms or conditions contained in any other document which conflict herewith.
No variation to these conditions is binding unless agreed in writing by the Seller. The Buyer acknowledges that it does not rely on, and waives any claim for breach of, any representations, advice or recommendations not so confirmed.
ORDERS AND SPECIFICATIONS
No order submitted by the Buyer is accepted by the Seller unless and until confirmed in writing by the Seller.
If the goods are to be manufactured or any process is to be applied to the goods by the Seller in accordance with instructions given by the Buyer, the Buyer shall indemnify the Seller against all losses, damages, costs and expenses incurred by the Seller in connection with any claim for infringement of any industrial or intellectual property rights of any other person which results from the use of any specification provided by the buyer.
The Seller reserves the right to make any changes in the specification of the goods 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
PRICE OF THE GOODS
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Seller caused by matters outside the Seller’s control to include, (but without limitation), foreign exchange fluctuation, changes in delivery dates, quantities or specifications requested by the Buyer; delay caused by any instructions of the Buyer; failure of the Buyer to give the Seller adequate information or instructions.
Except as otherwise agreed in writing between the parties all prices are given by the Seller on an ex works basis exclusive of VAT.
TERMS OF PAYMENT
Save as may be otherwise agreed in writing the Seller shall invoice the Buyer for the goods upon delivery or notification to the Buyer that the goods are available for collection.
Payment is due 30 days from the invoice date and if payment is not made by that date then the Buyer shall pay interest on the amount unpaid at the rate of 1.5 per cent per month or part thereof from the date of the invoice.
If the goods are to be supplied in batches then the Seller may render an invoice in respect of each batch and time of payment of each invoice shall be of the essence of the contract and if any invoice is not paid within 30 days then the Seller shall, in addition to any other rights hereunder, be entitled to cancel the contract or suspend further deliveries upon giving the Buyer written notice thereof.
Goods shall be deemed to be delivered either by notification being given by the Seller to the Buyer that the goods are available for collection at the Seller’s premises or as may be otherwise agreed in writing between the parties.
The Buyer shall collect the goods within seven days of receiving notification that the same are ready for collection.
Any dates quoted for delivery of the goods are approximate only and the Seller is not liable for any delay in the delivery of the goods howsoever caused.
Where the goods are to be delivered in batches, each delivery constitutes a separate contract and failure by the Seller to deliver any one or more of the batches does not entitle the Buyer to treat the contract as a whole as repudiated.
If the buyer fails to collect the goods within seven days of receipt of notification under 5.1 above or if the Seller is unable to deliver the same as otherwise agreed then, without prejudice to any other remedy, the Seller may store the goods until actual delivery or collection and charge the Buyer for the reasonable costs (including insurance) of storage, or sell the goods and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall.
RISK AND PROPERTY
Risk of damage to or loss of the goods, passes to the Buyer when the goods are delivered or deemed to be delivered in accordance of the above.
Property in the goods shall not pass to the Buyer until the Seller has received payment in full of the price of the goods and all other goods for which payment is due then in cash or cleared funds.
Until the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee, and shall keep the goods separated from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. The Buyer is entitled to resell or use the goods in the ordinary course of its business, but shall account to the Seller for the proceeds of the sale or otherwise of the goods whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored and protected and insured.
Until the property in the goods passes to the Buyer the Seller is entitled at any time to require the Buyer to deliver up the goods to the Seller and if the Buyer fails to do so forthwith, to enter any premises where the goods are stored and repossess the goods.
The Buyer is not entitled to pledge or in any way charge any of the goods which remain the property of the Seller, but if the Buyer does so then all money owing to the Seller shall (without prejudice to any other right and remedy of the Seller) forthwith become due and payable.
WARRANTIES AND LIABILITY
The Seller warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 6 months from the date of their initial use or 8 months from delivery, whichever is the first to expire, subject to the following conditions:
The Seller is not liable for any defect in the goods arising from any drawing, design or specification supplied by the Buyer;
The Seller is not liable for any defect from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair to the goods without the Seller’s approval;
The Seller is not liable under the above warranty (or any other warranty condition or guarantee) if the total price for the goods has not been paid by the due date for payment;
The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, for which the Buyer shall only be entitled to the benefit of any warranty or guarantee given by the manufacturer to the Seller.
Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
Any alleged defects in the goods or their failure to correspond with specification shall be notified to the Seller within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, failing which the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.In the event of a valid claim under 7.3 above the Seller shall be entitled to replace the goods (or the part in question) free of charge or, at the Seller’s discretion, refund to the Buyer the price of the goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer or any other person for any act or omission on the part of the Seller or its servants or agents (to include the total failure of the Seller to perform this contract) to a sum in excess of the difference between the contract price and the cost to the Buyer of obtaining similar goods from the cheapest source reasonably available to the Buyer for any consequential loss or damage sustained by the Buyer or any other person arising out of this contract or the supply of the goods.
The Seller is not liable to the Buyer for any delay or failure to perform any part of the contract occasioned by factors beyond the Seller’s reasonable control.
If the Seller manufactures Special equipment according to the specifications and/or design of the Buyer then the Seller shall not be liable for any breach of safety or other standard and shall be indemnified by the Buyer against any loss claim or other liability which the Seller may suffer as a result of such a breach.
All samples, plans, specifications, designs and other documents or information provided by either party to the other shall be kept confidential and remain the property of the providing party who may call for the immediate return of the same.
INSOLVENCY OF BUYER
If the Buyer makes an voluntary arrangements with its creditors or becomes subject to an administration order or becomes bankrupt or goes in to liquidation (otherwise than for the purpose of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer, or the Buyer ceases, or threatens to cease, to carry on business, or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly then, without prejudice to any other right or remedy available to the Seller, the Seller may cancel the contract or suspend any further deliveries without any liability to the Buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable.
SPECIAL AND BULK ORDERS
If an order is designated a “Bulk Order” then (unless otherwise agreed in writing):
Eight weeks prior to the projected date for the delivery of the first batch of equipment the Buyer will provide the Seller with a properly authorised Bulk Order Form.
Not more than five weeks thereafter the Buyer shall provide the Seller with a Detailed Order Form and (in the event that the goods are to be delivered by the Seller to more than one location) a site list specifying the required dates of delivery and the equipment to be delivered to each site.
If the Buyer shall so request then the Seller will supply to the Buyer within a reasonable period a list of all equipment and materials held by the Seller to the order of the Buyer in connection with the order.
In the event of a cancellation of a Bulk or Special Order then, without prejudice the Buyer will be charged for all Equipment and Special Equipment produced by the Seller or purchased by the Seller to meet the Special order.
Payment for the Special Equipment shall be made at such time or times as shall be agreed in writing or specified on the Detailed Order Form. If no specific time for payment shall be agreed to or specified the payment shall be made in accordance with the provisions of Clause 4.2.
No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions shall not be affected thereby.
The contract shall be governed by the Laws of England.