BG Electrical Terms and Conditions of Sale

1. Interpretation

1.1 Definitions:

• Affiliate an entity shall be an affiliate of another if it controls, is controlled by or under common control with that other entity, control meaning the right to exercise the majority of the voting rights in or to appoint the majority of the directors of or otherwise having dominant influence over an entity;
• Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
• Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
• Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
• Customer: the person or firm who purchases the Goods from the Supplier.
• Force Majeure Event: an event or circumstance beyond a party's reasonable control.
• Goods: the goods (or any part of them) set out in an Order.
• Luceco Group: means Luceco PLC and its Affiliates each of which is a ‘Member’
• Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
• Specification: the specification for the Goods, including any related technical information, plans and drawings, issued from time to time by the Supplier
• Supplier: the Member of the Luceco Group that is supplying the Goods under the relevant Contract
• Warranty Document means the document published by the Supplier containing further details of the warranty provided in respect of the Goods including the Warranty Period, certain conditions, limitations and the claims process;
• Warranty Period means the period of time commencing on the date of delivery that the Warranty provided in respect of the Goods shall be effective as stated in the relevant Warranty Document.

1.2 Interpretation:

• (a) 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.
• (b) 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.
• (c) a reference to writing or written includes emails but not faxes.

2. Basis of contract

2.1 These Conditions apply to each Contract for the sale of Goods entered into by a Member of the Luceco Group 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 Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are correct and complete and any applicable Specification is suitable.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance or acknowledgement of Order or dispatches the Goods, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer submitted to the Supplier.

2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.

3. Goods

3.1 The Goods are described in the Supplier's catalogue as modified by any applicable Specification

3.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements without giving notice.

3.3 If and to the extent the Goods are to be manufactured or any process is to be applied to the Goods by the Supplier in accordance with a specification or other form of particulars submitted by the Customer, the Customer shall indemnify the Supplier against all losses, damages, costs and expenses awarded against or incurred by the Supplier in connection with any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Supplier's use of the Customer's specification. This clause shall survive termination of a Contract.

4. Delivery

4.1 The Supplier shall ensure that:

• (a) each delivery of the Goods is accompanied by a delivery note that shows the Order date, the Order number, the Order acknowledgement and/or sales reference, the part number, description and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
• (b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2 The Supplier shall deliver the Goods to the location set out in the accepted Order or Order acknowledgement (if different) or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. If it is agreed that the Customer shall collect the Goods from the Supplier's premises or such other location as is agreed by the Supplier (Delivery Location), Customer shall do so within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready for collection.

4.3 Standard shipping (not requiring a particular mode of transport, specialised equipment or scheduled delivery time) to the Delivery Location is at Supplier’s expense on Orders exceeding the value stipulated in Supplier’s price lists in issue on the Order date. Otherwise the Customer shall be responsible for the costs of delivery. The mode of shipping shall be at the discretion of the Supplier and delivery shall be completed on arrival of the Goods at the Delivery Location. The Unloading of the Goods at the Delivery Location is at the Customer’s risk and cost. All costs incurred in complying with the requirements of clauses 4.11 and 11 shall be for the account of the Customer.

4.4 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, 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 Goods.

4.6 If the Customer fails to take delivery of the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

• (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth (5th) Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
• (b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, if the Customer has already paid for the Goods in full after deducting reasonable storage and selling costs, account to the Customer for the net sale proceeds of the Goods or if the Customer has not paid for the Goods charge the Customer for any shortfall in the net sale proceeds below the price of the Goods.

4.8 If the Supplier delivers up to and including five per cent (5%) more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

4.9 The Supplier shall not be liable for short delivery or damage or deterioration of the Goods in transit unless Customer gives notice of such damage or deterioration with supporting documentary evidence within forty-eight (48) hours of delivery;

4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.11 The Customer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the import of the Goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon. The Customer shall fully indemnify the Supplier against any fines, penalties, costs, claims, damages, losses and the expenses suffered by the Seller as a result of the Customer failing to comply with this clause.

5. Warranty

5.1 The Supplier warrants that the Goods will comply with their published specifications on delivery and for the duration of the Warranty Period the Goods shall be free from material defects in materials and workmanship.

5.2 Subject to clause 5.3, if:

• (a) during the Warranty Period the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
• (b) the Supplier is given a reasonable opportunity to examine such Goods; and
• (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

• (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
• (b) the defect arises because the storage, installation, use and maintenance of the Goods was not undertaken in accordance with Supplier's oral or written instructions relating thereto or (if there are none) good trade practice regarding the same;
• (c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
• (d) the Goods are altered, accessorised or repaired without the written consent of the Supplier;
• (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
• (f) where the Goods are to be assembled or incorporated into other Goods, they have not been so assembled an/or incorporated by a suitably qualified and experience technician in accordance with any instructions issued by the Supplier; or
• (g) where the Goods are re-sold on any internet-based 3rd party e-commerce platform;

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 The Goods shall be further subject to the terms and conditions contained in the relevant Warranty Document; in the event of any conflict between these Conditions and any such Warranty Document these Conditions shall prevail;

5.7 This clause 5 shall apply to any repaired or replacement Goods supplied by the Supplier for the balance of the Warranty Period applying to the Goods repaired or replaced

5.8 In the event of any conflict between this clause 5 and any Warranty Document published by the Supplier relating to the Goods, this clause 5 shall prevail.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall pass to the Customer when the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due;

6.3 Until title to the Goods has passed to the Customer, the Customer shall hold the Goods as bailee and:

• (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
• (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1; and
• (e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 Failure to pay the full amount when due shall give the Supplier, or its employees or agents, the right to repossess the Goods (and enter the customer's premises for that purpose if necessary) with or without giving notice and without liability and, at its option, to avail itself of any other legal remedy; and the Seller shall have the right to sell the Goods once they have been re-possessed under this condition;

6.5 If the Goods become commingled with other goods belonging to the Customer and/or any third party before title has passed to the Customer, the Customer shall hold the Supplier’s proportion of the commingled goods or their sale proceeds on trust for the Supplier. The Supplier shall be treated as tenant in common of the commingled goods and if the commingled goods are sold the Customer shall pay to the Supplier its due proportion of the proceeds of the sale. For the avoidance of doubt any sale by the Customer of the Goods or commingled goods incorporating the Goods shall be made as principal and not as agent for the Supplier;

6.6 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Supplier may have:

• (a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
• (b) the Supplier may at any time:
• (i) require the Customer to deliver up all Goods in its possession that 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 Goods are stored in order to recover them.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the accepted Order or Acknowledgement of Order if different, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to twenty (10) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

• (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
• (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
• (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods:

• (a) includes the costs and charges of packaging, insurance and shipping subject to the provisions of clause 4.
• (b) excludes value added tax (VAT), which the Customer shall be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;

7.4 The Supplier may invoice the Customer for the Goods on or at any time after dispatch.

7.5 The Customer shall pay the invoice in full and in cleared funds in the currency stated therein by the end of the month following the month the invoice was dated or such later date as is stated in the Invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.

7.6 A discount as stipulated in Supplier’s price lists in issue on the Order date shall apply if payment is made by the due date in accordance with clause 7.5. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment in accordance with clause 7.5, then without prejudice to any other rights of the Supplier, the Customer shall pay interest on the overdue amount at the rate of 5% per annum HSBC’'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, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7 If the Supplier has reason to doubt that any amount due from the Customer under the Contract will be paid in full then without prejudice to any other rights or remedies it may have, the Supplier shall be entitled to require payment in full before delivering of the Goods.

7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier 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 Supplier to the Customer.

7.9 The Seller reserves the right, without prejudice to any other rights or remedies it may have, to recover from the Customer all direct expenses reasonably incurred by the Seller in the collection of any overdue sums.

7.10 Where sums due in accordance with this clause 7 are not received within 30 days of a written demand, the Supplier reserves the right, without prejudice to any other right or remedy it may have, to sell or dispose of any Goods produced for the Customer and to recover any additional loss from the Customer.

8. Termination

8.1 Without prejudice to any other right or remedy it may have, the Supplier may terminate all and any Contracts with immediate effect by giving written notice to the Customer and recover all costs, expenses, losses and damage suffered by it (including loss of profit and consequential and indirect losses) if:

• (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within twenty (20) Business Days of being notified in writing to do so;
• (b) the Customer takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
• (d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2Without prejudice to any other right or remedy it may have, the Supplier may suspend supply of the Goods under all and any Contracts if the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clauses 8.1(a) to (d).

8.3 Without prejudice to any other right or remedy it may have, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.

8.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. Limitation of liability

9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

• (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• (b) fraud or fraudulent misrepresentation;
• (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
• (d) defective products under the Consumer Protection Act 1987; or
• (e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2 Subject to clause 9.1:

(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenues, loss of goodwill or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods which are the subject of the relevant Contract.

10. Force majeure

The Supplier shall not in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for forty (40) Business Days, the Customer may terminate this Contract by giving ten (10) Business Days written notice to the Supplier.

11. Compliance with Law.

Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall obtain and maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under a Contract and in connection with any resale of the Goods. Customer shall comply with all import and export laws of all countries involved in the sale or any resale of the Goods by Customer. Customer assumes all responsibility for shipments of Goods requiring any government import clearances. Supplier may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods. The Customer shall fully indemnify the Supplier against any fines, penalties, costs, claims, damages, losses and the expenses suffered by the Seller as a result of the Customer failing to comply with this Clause.

12. Re-sale

The Customer may resell the Goods via its own stores or website and via authorised re-sellers previously approved in writing by the Supplier. The Customer is not authorised to re-sell the Goods on any third party internet based e-commerce platforms such as Amazon.com or via any re-seller not previously approved in writing by the Supplier. Any re-sale of the Goods on any third party’s internet based e-commerce platforms or via any re-seller without the Supplier’s prior written permission shall render any warranty provided by the Supplier in these terms and conditions unenforceable in respect of the Goods so re-sold.

13. General

13.1 Assignment and other dealings.

• (a) The Supplier may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract to another Member of the Luceco Group.
• (b) The Customer may not assign, transfer subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

13.2 Confidentiality.

• (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or its Affiliates, except as permitted by clause 13.2(b).
• (b) Each party may disclose the other party's confidential information:
• (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with a Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and
• (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• (c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with a Contract

13.3 Entire agreement.

• (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b) Under no circumstances will the Supplier be liable for technical information, recommendations, statements or advice (hereinafter together referred to as "information") whether oral or in writing furnished by the Supplier, its servants or agents in connection with the supply of the Goods before or after the Contract is made.
• (c) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that
• (d) it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.5 Waiver. No failure or delay by the Supplier to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.7 Notices.

• (a) Any notice or other communication given to a party under or in connection with a Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause 13.7 and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
• (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the third (3rd) Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one (1) Business Day after transmission.
• (c) This clause shall not apply to the service of any proceedings or other documents in any legal action.

13.8 Third party rights. Any Member of the Luceco Group shall have the benefit of and be entitled to enforce these terms and conditions in relation to a Contract.

13.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, shall be governed by and construed in accordance with the law of England and Wales.

13.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract.