Terms & Conditions

Terms and Conditions of Sale
The customer's attention is drawn in particular to the provisions of clause 10 .

1. INTERPRETATION
1.1 Definitions.
Account the Customer’s individual account required for the Customer to place Orders with the Supplier;
Account Application Form the form filled out by the Customer to register for an Account with the Supplier;
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 13.3 ;
Contract the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions;
Credit Account the Customer’s individual credit account with the Supplier, which the Credit Account Terms apply to;
Credit Account Terms the terms of payment agreed between the Supplier and Customer from time to time;
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 the Order;
Order the Customer's order for the Goods, as set out in the Customer's purchase order form or email;
Supplier Desired Lighting
Supplier’s Contact details Orders@desiredlighting.co.uk
1.2 Interpretation:
1.2.1 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.
1.2.2 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.
1.2.3 a reference to writing or written includes emails.

2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract 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 complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, 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 that is inconsistent with these Conditions.
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 For the avoidance of doubt, excluding where the Supplier accepts to supply the Goods under clause 2.3 :
2.6.1 the Supplier does not have any obligation to supply the Customer with any Goods, regardless of whether the Customer has an Account
with the Supplier or not; and
2.6.2 the Supplier is free to decline any Order.

3. GOODS
3.1 The Goods are described in the Supplier's catalogue.
3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. DELIVERY
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the Supplier
reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions
(if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered
4.2 The Supplier shall deliver the Goods to the location set out in the Account Application Form or, if no such location is stated, the location set
out in the Order, or such other location as the parties may agree in writing ("Delivery Location").
4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
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 Any claim for:
4.5.1 shortage in delivery shall be notified in writing to the Supplier by the Customer within 3 Business Days of delivery of the Goods; and
4.5.2 total non-delivery shall be notified in writing to the Supplier by the Customer within 10 Business Days of the date quoted for delivery by the
Supplier.
4.6 Subject to clause 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.
4.7 If the Customer fails to accept delivery of the Goods within five 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:
4.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which the Supplier
notified the Customer that the Goods were ready; and
4.7.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including
insurance).
4.8 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not
accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.9 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.

5. CANCELLATION AND RETURNS
5.1 The Customer shall not be entitled to cancel the Contract or, subject to clause 6 , return any Goods that have been delivered without the prior
written consent of the Supplier. The Supplier reserves the right to charge the Customer for all costs and expenses incurred by the Supplier as at
the date of cancellation.
5.2 If the Supplier agrees in writing that the Customer can return Goods:
5.2.1 the Customer shall return the Goods in their original packaging to the Supplier's place of business or other address nominated in writing by
the Supplier at the Customer's cost; and
5.2.2 a restocking charge of 20% of the price of the Goods will be payable by the Customer if the items are returned 14 days after the receipt of goods. Customers returning goods within 14 days of delivery will recieve a full refund.
5.3 Any sum due to the Customer on the cancellation of the Contract or return of the Goods shall be set off against any amount owing to the
Supplier by the Customer. If, following such set off, there remains an amount due to the Customer, such amount may only be claimed by the
Customer in the form of goods. No cash payment will be made to the Customer.

6. QUALITY
6.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery ("warranty"), the Goods shall:
6.1.1 conform in all material respects with their description;
6.1.2 be free from material defects in design, material and workmanship.
6.2 Subject to clause 6.3 , if:
6.2.1 the Customer gives notice during the warranty period in writing to the Supplier within three Business Day of delivery of the Goods (in the
case of any defect apparent on delivery) or within a reasonable time of discovery (in any other case) that some or all of the Goods do not comply
with the warranty set out in clause 6.1 ;
6.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
6.2.3 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,
6.2.4 the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2 ;
6.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning,
installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 the Customer alters or repairs such Goods without the written consent of the Supplier;
6.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6.3.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory
requirements.
6.4 Except as provided in this clause 6 , the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the
warranty set out in clause 6.1 .
6.5 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.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
7.2.1 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, in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4 .
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1 ; and
7.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 Subject to clause 7.5 , the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier
receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.4.1 it does so as principal and not as the Supplier’s agent; and
7.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1 , then, without
limiting any other right or remedy the Supplier may have:
7.5.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2 the Supplier may at any time:
7.5.2.1 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another
product; and
7.5.2.2 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.

8. PRICE AND PAYMENT
8.1 Subject to clause 8.2 , the price of the Goods shall be the price set out in the Supplier's recommended retail price list in force as at the date of
delivery, minus any discounts agreed in advance and in writing by the Supplier in respect of the relevant Goods.
8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the
cost of the Goods that is due to:
8.2.1 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);
8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or
instructions.
8.3 The price of the Goods and any applicable delivery charges exclude amounts in respect of value added tax (VAT), which the Customer shall
additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.
8.4 If the total price of the Goods is:
8.4.1 below £250 (excluding VAT) to the UK mainland;
8.4.2 below £500 (excluding VAT) to the Isle of Man and the Channel Islands;
8.4.3 below £1000 (excluding VAT) to Northern Ireland or the Republic of Ireland,
the price shall exclude delivery costs and charges, which shall be invoiced to the Customer. Subject to clause 8.6 , the delivery charge to the UK
mainland (excluding the Highlands) is £12.00 (excluding VAT). The delivery charge to any other location will be confirmed to the Customer on
request. We reserve the right to offer free delivery on any or all goods where stated
8.5 Subject to clause 8.6 , if the total price of the Goods is:
8.5.1 above £250 (excluding VAT) to the UK mainland (excluding the Highlands);
8.5.2 above £500 (excluding VAT) to the Isle of Man and the Channel Islands;
8.5.3 above £1000 (excluding VAT) to Northern Ireland or the Republic of Ireland,
the Goods shall be delivered carriage paid.
8.6 If the Customer requires a timed delivery slot, an additional charge will be payable by the Customer. The amount of such additional charge
will be confirmed to the Customer on request.
8.7 Unless the Customer has a Credit Account with the Supplier or if the Credit Account has been suspended or terminated, the Supplier shall
invoice the Customer for the Goods (and any applicable delivery charges) prior to delivery and the Supplier will not deliver the Goods until the
Customer has paid for the Goods in full and in cleared funds.
8.8 If the Customer has a Credit Account, the Supplier may invoice the Customer for the Goods and (any applicable delivery charges) on
dispatch of the Goods or at any time after dispatch. The Customer shall pay such invoice in full and in cleared funds in accordance with the
Customer’s Credit Account Terms.
8.9 All payments shall be made to the bank account nominated in writing by the Supplier or via cheque to the Supplier’s Address. Time for
payment is of the essence.
8.10 A bank reference and two trade references are required to open a Credit Account. Such references must be to the satisfaction of the
Supplier and the decision to grant a Credit Account is at the sole discretion of the Supplier.
8.11 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall
pay interest on the overdue amount at the rate of 5% per annum above the Bank of England'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.
8.12 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.

9. TERMINATION
9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the
Customer if:
9.1.1 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
7 days of that party being notified in writing to do so;
9.1.2 the Customer takes any step or action in connection with its 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;
9.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 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.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or the Credit Account, or
any other contract between the Customer and the Supplier, if the Customer becomes subject to any of the events listed in clause 9.1.1 to clause
9.1.4 , or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any
amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract or the Credit Account 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.
9.4 On termination of the Contract or Credit Account for any reason, the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest. On termination of the Credit Account, clause 8.7 will apply to any subsequent Orders.
9.5 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.
9.6 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.

10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
10.1.4 defective products under the Consumer Protection Act 1987; or
10.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2 Subject to clause 10.1 :
10.2.1 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, or any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2 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 £2 million either for:
10.2.2.1 any one occurrence; or
10.2.2.2 in aggregate, in respect of a series of occurrences arising out of any one original occurrence.

11. COMPLIANCE WITH WEBSITE TERMS OF USE
11.1 The Customer shall comply with the Supplier’s terms of use on the Supplier’s website www.illuminati-lighting.co.uk.
11.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the
Customer if the Customer commits a breach of 11.1.

12. FORCE MAJEURE
Force majeure. Neither party shall be 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 two months,
the party not affected may terminate this Contract by giving two weeks written notice to the affected party.

13. GENERAL
13.1 Assignment and other dealings.