Philip Payne Limited
Terms of Trading
June 2007

1 Business customers and consumers
1.1 Some of these terms apply to consumers only; some apply to business customers only. Those terms are
marked as such.
1.2 All other terms apply to all customers.
1.3 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in
the course of your business or if you use the goods in the course of your business.
1.4 If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer
which are not affected by these terms. Contact your local trading standards office for more information.
Words in italic type are legal words which clarify, rather than alter, the meaning of the relevant clause.
2 Price
2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the
time of delivery.
2.2 Our quotations lapse after 30 days (unless otherwise stated).
2.3 The price quoted excludes delivery (unless otherwise stated).
2.4 Business customers: 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.
2.5 Business customers: rates of tax and duties on the goods will be those applying at the time of delivery.
2.6 Business customers: at any time before delivery we may adjust the price to reflect any increase in our
costs of supplying the goods.
2.7 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.
2.8 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.
2.9 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.
3 Delivery
3.1 All delivery times quoted are estimates only.
3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the
contract, however:
3.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and
3.2.2 if you cancel the contract, you can have no further claim against us under that contract.
3.3 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).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3.5 We may decline to deliver if:
3.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
3.5.2 the premises (or the access to them) are unsuitable for our vehicle.
3.6 Goods will not be delivered on pallets unless requested (see clause 2.8).
4 Risk
4.1 The goods are at your risk from the time of delivery.
4.2 Delivery takes place either:
4.2.1 at our premises (if you are collecting them or arranging carriage); or
4.2.2 at your premises or address specified by you (if we are arranging carriage).
4.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must
write to tell us within three working days of delivery or the expected delivery time. You must give us
(and any carrier) a fair chance to inspect the damaged goods.
5 Payment terms
5.1 You are to pay us in cash or in cleared funds on or prior to delivery, unless you have an approved
credit account.
5.2 Business customers: If you have an approved credit account, payment is due no later than end of
month following the month of our invoice unless otherwise agreed in writing.
5.3 If you fail to pay us in full on the due date we may:
5.3.1 suspend or cancel future deliveries;
5.3.2 cancel any discount offered to you;
5.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts
(Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each month; and
c. before and after any judgment (unless a court orders otherwise);
5.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control
overhead costs; and
5.3.5 recover (under clause 5.8) the cost of taking legal action to make you pay.
5.4 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.
5.5 Business Customers: you do not have the right to set off any money you may claim from us against
anything you may owe us.
5.6 Consumers: you may only set off money you claim from us against money you owe us with our
written agreement and on such terms as we may state.
5.7 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).
5.8 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.
5.9 Consumers: clause 5.8 means that you are liable to us for losses we incur because you do not
comply with these terms. We may claim those losses from you at any time and if we have to take legal
action we will ask the court to make you pay our legal costs.
6 Payment disputes and Debit Notes
6.1 If you operate a debit note system, debit notes will only be accepted by us if raised in respect of
the following matters:
6.1.1 incorrect goods supplied, pricing discrepancies, delivery shortages, delivery, damaged goods,
faulty goods, cancellation.
6.1.2 All requests to return goods to us must be agreed in writing by us before any debit note is
raised by you.
6.2 Debit notes will only be accepted by us if:
6.2.1 they include details of our invoice to which they relate;
6.2.2 they are received by us within 7 days of the date on which the invoice is due for payment by
you;
6.2.3 they are notified to us on the day that they are raised; and
6.2.4 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).
6.3. 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.
7 Samples
7.1 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.
8 Storage
8.1 If we do not receive forwarding instructions sufficient to enable it to despatch 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. 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 Performance
9.1 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 Inspection and Tests
10.1 Our products 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 Consumers: your statutory rights are unaffected.
11.2 Business customers: until you pay all debts you may owe us:
11.2.1 all goods supplied by us remain our property;
11.2.2 you must store them so that they are clearly identifiable as our property;
11.2.3 you must insure them (against the risks for which a prudent owner would insure them) and hold
the policy on trust for us;
11.2.4 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.
11.3 Business customers: you must inform us (in writing) immediately if you become insolvent.
11.4 Business customers: if your right to use and sell the goods ends you must allow us to remove the
goods.
11.5 Business customers: we have your permission to enter any premises where the goods may be
stored:
11.5.1 at any time, to inspect them; and
11.5.2 after your right to use and sell them has ended, to remove them, using reasonable force if
necessary.
11.6 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.
11.7 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 the goods:
12.1.1 comply with their description on our acknowledgement of order form; and
12.1.2 are free from material defect at the time of delivery (as long as you comply with clause 12.4).
12.2 Business customers: we give no other warranty (and exclude any warranty, term or condition that
would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
12.3 Consumers: the warranty in clause 12.1 is in addition to your statutory rights.
12.4 If you believe that we have delivered goods which are defective in material or workmanship, you
must:
12.4.1 inform us (in writing), with full details, as soon as possible; and
12.4.2 allow us to investigate (we may need access to your premises and product samples).
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 12.4) in full, we will (at our option) repair the
goods replace the goods or refund the price.
12.6 We are not liable for any other loss or damage arising from the contract or the supply of goods
or their use, even if we are negligent, including (as examples only);
12.6.1 direct financial loss, loss of profits or loss of use; and
12.6.2 indirect or consequential loss
12.7 Our total liability to you (from one single cause) for damage to property caused by our negligence
is limited to ten million pounds.
12.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in
damages to the price of the goods.
12.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from
negligence.
13 Specification
13.1 If we prepare the goods in accordance with your specifications or instructions you must ensure
that:
13.1.1 the specifications or instructions are accurate;
13.1.2 goods prepared in accordance with those specifications or instructions will be fit for the
purpose for which you intend to use them; and
13.1.3 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.
13.2 Business Customers: We reserve the right;
13.2.1 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
13.2.2 to make without notice any minor modifications in our specifications we think necessary or
desirable.
14 Return of goods
14.1 We will accept the return of goods from you only:
14.1.1 by prior arrangement (confirmed in writing);
14.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered) and
14.1.3 where the goods are as fit for sale on their return as they were on delivery.
14.1.4 when you contact us and request a Goods Returns Number (GRN) and quote this when returning
the goods to us.
14.1.5 when you return the goods within 60 days of being authorized the GRN.
15 Export terms
15.1 Clause 15 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 boarder or overseas.
15.2 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.
15.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
15.4 Where the goods are to be sent by us to you by a route including sea transport we are under no
obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
15.5 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.
15.6 We are not liable for death or personal injury arising from the use of the goods delivered in the
territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
16 Rejection
16.1 Unless otherwise agreed in writing goods rejected as not complying with the contract must be
rejected within 14 working days of delivery to the your premises or to such other place as you
specified.
17 Cancellation
17.1 You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 17.2 then apply).
17.2 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.
17.3 We may suspend or cancel the order, by written notice if:
17.3.1 you fail to pay us any money when due (under the order or otherwise);
17.3.2 you become insolvent;
17.3.3 you fail to honour your obligations under these terms.
18 Waiver and variations
18.1 Any waiver or variation of these terms is binding in honour only unless:
18.1.1 made (or recorded) in writing;
18.1.2 signed on behalf of each party; and
18.1.3 expressly stating an intention to vary these terms.
18.2 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.
19 Force majeure- business customers only
19.1 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.
19.2 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 WEEE- United Kingdom business customers only
For the purposes of this clause ‘WEEE’ means waste electrical and electronic equipment as defined in
the WEEE Regulations. ‘WEEE Regulations’ means The Waste Electrical and Electronic Equipment
Regulations 2006 (SI 2006/3289) (as amended, replaced and/or modified from time to time).
20.1 You shall:
20.1.1 be responsible for financing the cost of collection, treatment, recovery and environmentally
sound disposal by an approved, authorised treatment facility of:
20.1.1.1 all WEEE (excepting gas discharge lamps) arising or deriving from the goods; and
20.1.1.2 all WEEE (excepting gas discharge lamps) arising or deriving from goods placed on the market
prior to 13 August 2005 where such goods are to be replaced by the goods and the goods are of an
equivalent type or are fulfilling the same function as that of such goods;
20.1.2 comply with all obligations placed upon you by the WEEE Regulations in respect of all WEEE
referred to in 20.1.1.1 and 20.1.1.2 and
20.1.3 provide to us and our WEEE producers compliance scheme operator with such data, documents,
information and other assistance as we and/or such scheme operator may from time to time
reasonably require to enable us to comply with our obligations pursuant to the WEEE Regulations and
such operator to satisfy the obligations assumed by it as a result of our membership of the
operator’s compliance scheme.
20.2 You shall be responsible for all costs and expenses arising from and relating to the obligations in
clause 20.1 excepting gas discharge lamps in which case a charge will have been levied at the outset
and you must contact the compliance scheme of the actual gas discharge lamp branded manufacturer
to arrange recycling. You agree and accept that you shall not dispose of WEEE through municipal
waste streams.
21 General
21.1 English law is applicable to any contract made under these terms. The English and Welsh courts
have non-exclusive jurisdiction.
21.2 If you are more than one person, each of you is liable for all of your obligations under these
terms (joint and several liability).
21.3 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:
a. any formal insolvency procedure (examples of which include receivership, liquidation,
administration, voluntary arrangements (including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
21.5 Business customers: 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 Business customers: 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 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:
21.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is
made; or
21.8.2 which expressly state that you may rely on them when entering into the contract.
21.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
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