STANDARD TERMS & CONDITIONS OF BUSINESS
‘Seller’ means The LED Studio Limited trading as ‘The LED Studio’ and
whose Registered Address is at 28 Hanger Way, Petersfield,
Hampshire, GU31 4QE.
‘Purchaser’ means any legal person to whom the Seller sells goods
under a contract of supply of goods /and/or Services.
1 Formation of contract
1.1 Any quotation sent to the Purchaser by the Seller is sent on the
basis exclusively that these conditions are the conditions of
contract that shall bind the Seller and the Purchaser to the
exclusion of any other terms and conditions (‘the Quotation’).
1.2 Any order sent to the Seller by the Purchaser shall be accepted
entirely at the discretion of the Seller, and, if so accepted, will only
be accepted upon these conditions (hereafter referred to as the
“Conditions”) and by means of the Seller’s standard order
acknowledgment form (‘the Acknowledgement’).
1.3 Each order which is so accepted shall constitute an individual
legally binding contract between the Seller and the Purchaser and
such contract is hereafter referred to in these Conditions as an
1.4 In the event that the Seller is to provide to the Purchaser any
services additional to the supply of the goods referred to in the
Acknowledgment then such supply of services shall be bound by
the Seller’s Conditions for the Supply of Services and which are
available on request from the Seller.
1.5 Where the Purchaser will be supplying the goods on to a third
party it is the responsibility of the Purchaser to bring to the
attention of the third party these Conditions.
1.6 These Conditions shall override any contrary different or
additional terms or conditions howsoever contained on or referred
to in any order form or any other documents or correspondence
from the Purchaser, and no addition alteration or substitution of
these terms will bind the Seller or form part of any Order unless
such addition alteration or substitution is expressly accepted in
writing by a person authorised to sign on the Seller’s Specification.
All goods supplied by the Seller shall be in accordance with (i) the
Quotation (ii) those further specifications or descriptions
(if any) expressly listed or set out on the face of the
Acknowledgement. No other specification, descriptive material,
written or oral representation, correspondence or statement,
promotional or sales literature shall form part of or be
incorporated by reference into the Order. The Purchaser is solely
responsible for ensuring the suitability and fitness for purpose of
all goods Ordered from the Seller regardless of the end-user of the
The Purchaser shall be deemed to have accepted all goods upon
their delivery by the Seller to the address specified in the Order.
4 Delivery and risk
4.1 Unless otherwise stated in the Acknowledgment, the price
quoted includes delivery to the address specified in the Order,
provided that the Seller reserves the right to make an additional
charge to cover any increase in transport costs occurring before
the actual date of delivery.
4.2 Any time or date for delivery given by the Seller is given in
good faith, but is an estimate only as the goods or parts of them
may be subject to importation and/or manufacture abroad and
accordingly time is expressly not of the essence of the contract.
4.3 Risk in the goods shall pass to the Purchaser upon delivery.
5 Title and payment
5.1 The Seller warrants that the Seller has good title to the goods
and that (pursuant to s.12 (3) of the Sale of Goods Act 1979, or s.2
(3) of the Supply of Goods and Services Act 1982, whichever Act
applies to the Order) it will transfer such title as it may have in the
goods to the Purchaser pursuant to Condition 5.5.
5.2 The Seller warrants that it is not aware of any actual or alleged
infringements of any intellectual property rights of third parties
which relate to the goods other than those (if any) which the Seller
has disclosed to the Purchaser prior to acceptance of the Order.
5.3 The Seller shall have no liability to the Purchaser (other than as
provided in Condition 10) in the event that the goods to be
supplied under the Order infringe any intellectual property rights
of a third party (including without limitation by reason of their
possession, sale or use, whether alone or in association or
combination with any other goods); the Seller gives no warranty
that the goods to be supplied under the Order will not infringe as
aforesaid, and all conditions, warranties, stipulations or other
statements whatsoever relating to such infringement or alleged
infringement (if any), whether express or implied, by statute, at
common law or otherwise howsoever, are hereby excluded.
5.4 Unless otherwise stated in either of the Quotation or the
Acknowledgement, payment of the price of the goods comprised
in each consignment delivered pursuant to an Order shall be such
sum as is stated in (subject to clause 4.1 of these Conditions) and
shall become due upon presentation of the Seller’s pro forma
invoice (‘the Price’).
5.5 Title to the goods comprised in each consignment shall not
pass to the Purchaser until the Purchaser has paid the Price to the
Seller, but, even though title has not passed, the Seller shall be
entitled to sue for the Price once its payment has become due.
5.6 Any sum due and owing to the Seller from the Purchaser shall
bear interest at 5% per annum above the base lending rate from
time to time of the Bank of England and which shall be paid by the
Purchaser to the Seller calculated on a daily basis from the date on
which payment was due until the date of actual payment as
cleared funds in the Seller’s bank account. The Purchaser shall pay
to the Seller as a debt the costs of all enforcement of the
provisions of the contract including expenses, disbursements and
legal fees (together with VAT thereon where the same is not
recoverable by the Seller) on the indemnity basis.
If the Seller shall be unable, through circumstances beyond its
control (including without limitation lack of shipping instructions
from or refusal to accept delivery by the Purchaser), to deliver the
goods within 14 days after notification to the Purchaser or its
agent that the goods are ready for delivery, the Seller shall be
entitled to arrange storage on behalf of the Purchaser, whereupon
delivery shall be deemed to have taken place, all risk in the goods
shall pass to the Purchaser, and delivery to the Purchaser of the
relevant warehouse receipt shall be deemed to be delivery of the
goods for the purposes of Conditions 3 and 4. All charges incurred
by the Seller for shipping, transport, storage and insurance shall be
paid by the Purchaser within 7 days of submission of an invoice.
7 Damage in transit
The seller will replace or in its entire discretion rectify to as new
condition free of charge any goods proved to the Seller’s
satisfaction to have been damaged in transit provided that within
24 hours after delivery both the Seller and the carriers have
received from the Purchaser notification in writing of the
occurrence of the damage and also, if and so far as practicable, of
its nature and extent.
8 Force Majeure
8.1 The Seller shall not be under any liability for any failure to
perform any of its obligations under the Order due to Force
Majeure. Following notification by the Seller to the Purchaser of
such cause, the Seller shall be allowed a reasonable extension of
time for the performance of its obligations.
8.2 For the purposes of this Condition, “Force Majeure” means fire,
explosion, flood, lightning, Act of God, act of government,
terrorism, war, rebellion, riot, sabotage, or official strike or similar
official labour dispute, or any events or circumstances outside the
reasonable control of the Seller.
9.1 For goods which are sold to the Purchaser by the Seller under a
contract subject to these Terms and Conditions the Seller grants
the following guarantee.
9.1.1 The Seller shall free of charge either repair or, at its option,
replace defective goods where the defects appear under proper
use and as disclosed to the Seller in the Order and arise within 12
months from the date of delivery PROVIDED THAT:
184.108.40.206 notice in writing of the defects complained of shall be given
to the Seller upon their appearance, and
220.127.116.11 such defects shall be found to the Seller’s satisfaction to
have arisen solely from faulty design, the Seller’s workmanship or
18.104.22.168 the defective goods shall be returned to the Seller’s factory
at the Purchaser’s expense for all purposes connected with the
provisions of this clause 9.
9.1.2 Any repaired or replaced goods shall be redelivered by the
Seller free of charge to the original point of delivery but otherwise
in accordance with and subject to these Conditions of Sale save
that the period of twelve months referred to in Condition 9.1.1
shall be replaced by the unexpired portion of that period only.
9.1.3 Alternatively to Condition 9.1.1, the Seller shall be entitled at
its absolute discretion to refund the price of the defective goods in
the event that such price shall already have been paid by the
Purchaser to the Seller, or, if such price has not been so paid, to
relieve the Purchaser of all obligation to pay the same by the issue
of a credit note in favour of the Purchaser in the amount of such
9.2 The Seller will pass on to the Purchaser (in so far as possible)
copies of any relevant product information sheets, technical data
sheets or product leaflets issued by the manufacturer of the goods
and the Purchaser shall be solely responsible to the entire
exclusion of the Seller for complying with all of these and with all
and any instructions for installation and/or operation of the goods.
9.3 The Seller’s liability under this Condition shall (subject to
Condition 14) be to the exclusion of all other liability to the
Purchaser whether contractual, tortious or otherwise for defects in
the goods or for any loss or damage to or caused by the goods, and
(subject to Condition 14) all other conditions, warranties,
stipulations or other statements whatsoever concerning the goods,
whether express or implied, by statute, at common law or
otherwise howsoever, are hereby excluded; in particular (but
without limitation of the foregoing) the Seller grants no warranties
regarding the fitness for purpose, performance, use, nature or
quality of the goods, whether express or implied, by statute, at
common law or otherwise howsoever.
10 Intellectual property rights
10.1 In the event that any claim is made against the Purchaser for
infringement of Intellectual Property Rights arising directly from
the use or sale by the Purchaser of the goods, the Seller at its own
expense shall conduct any ensuing litigation and all negotiations
for a settlement of the claim. The Seller will bear the costs of any
payment (either by way of a lump sum or a continuing royalty
payment) made in settlement, or as a result of an award in a
judgment against the Seller in the event of litigation.
10.2 The benefit of Condition 10.1 is granted to the Purchaser by
the Seller only in the event that the Purchaser shall give the Seller
the earliest possible notice in writing of any such claim being made
or action threatened or brought against it, shall make no admission
of liability or take any other action in connection therewith, shall
permit the Seller to have the conduct of the claim pursuant to
Condition 10.1, and shall (at the Seller’s expense) give all
reasonable information, co-operation and assistance to the Seller
(including without limitation lending its name to proceedings) in
relation to the conduct of the claim. In addition, if it is made a
condition of any settlement made by the Seller, or judgment
awarded against the Purchaser, pursuant to Condition 10.1, the
Purchaser shall return or destroy, as applicable, all infringing
goods still under its control subject to a refund by the Seller of any
payment for such goods already made less a reasonable allowance
for depreciation of the goods by reason of their use (if any) by the
Purchaser prior to their return or destruction as aforesaid.
10.3 The provisions of Condition 10.1 shall not apply to any
infringement caused by the Seller having followed a design or
instruction furnished or given by the Purchaser nor to any use of
the goods in a manner or for a purpose which shall have been
specifically prohibited in writing by the Seller, nor to any
infringement which is due to the use of such goods in association
or combination with any other product or arising out of any
message, information or moving image displayed on the goods by
the user of them.
10.4 Any design or instruction furnished or given by the Purchaser
shall not be such as will cause the Seller to infringe any intellectual
10.5 For the purposes of this Condition, the capitalised term
“Intellectual Property Rights” means Patents, Registered Designs,
Unregistered Designs, Registered Trademarks and Copyright only,
having effect in the United Kingdom.
10.6 The foregoing states the Seller’s entire liability to the
Purchaser and the Purchaser’s sole and exclusive remedies against
the Supplier in connection with claims based on or resulting from
the infringement of intellectual property rights, of any kind
whatsoever, of third parties.
10.7 All products supplied by The LED Studio Limited contain
manufacturer/supplier identification for intellectual property law
and warranty purposes and which shall not be interfered with
howsoever by the buyer.
Both the Seller and the Purchaser shall each keep confidential and
shall not without the prior consent in writing of the other disclose
to any third party any technical or commercial information which it
has acquired from the other as a result of discussions, negotiations
and other communications between them relating to the goods
and the Order.
12 Economic loss
Subject to Condition 14, and notwithstanding anything contained
in these Conditions (other than Condition 14) or the Order, in no
circumstances shall the Seller be liable, in contract, tort (including
negligence or breach of statutory duty) or otherwise howsoever,
and whatever the cause thereof (i) for any loss of profit, business,
contracts, revenues, or anticipated savings, or (ii) for any special
indirect or consequential damage of any nature whatsoever.
13 Limitation of liability
Subject to Condition 14, and notwithstanding anything contained
in these Conditions (other than Condition 14) or the Order, the
Seller’s liability to the Purchaser in respect of the Order, in
contract, tort (including negligence or breach of statutory duty) or
howsoever otherwise arising, shall be limited to the price of the
goods specified in the Order.
14 Unfair Contract Terms Act 1977
14.1 If and to the extent that s.6 and/or s.7(3A) of the Unfair
Contract Terms Act 1977 applies to the Order, no provision of these
terms and conditions shall operate or be construed to operate so
as to exclude or restrict the liability of the Seller for breach of the
express warranties contained in Condition 5, or for breach of the
applicable warranties as to title and quiet possession implied into
the terms and conditions of the Order by s.12(3) of the Sale of
Goods Act 1979, or s.2(3) of the Supply of Goods and Services Act
1982, whichever Act applies to the Order.
14.2 Where the Purchaser is a natural person and if and to the
extent that s.2(1) of the Unfair Contract Terms Act 1977 applies to
the Order, nothing in these terms and conditions shall operate or
be construed to operate so as to exclude or restrict the liability of
the Seller for death or personal injury caused to the Purchaser by
reason of the negligence of the Seller or of its servants, employees
14.3 No provision of these terms and conditions shall have effect or
operate so as to exclude any liability of one of the parties in
respect of fraud or a fraudulent misrepresentation made by that
party to the other, or to restrict or exclude any remedy which the
other party may have in respect of such fraud or fraudulent
15 Applicable law
The contract is made in England and shall be governed in all
respects by the law of England and the parties agree to submit to
the exclusive jurisdiction of the English courts.