Terms of Sale

1. CONSTRUCTION OF CONTRACT

(1) These conditions shall apply to all contracts of sale between LED Evolution Limited (LED Evolution) and the Buyer.

(2) The terms of the Contract shall consist of the particulars on the LED Evolution invoice and these Conditions of sale. Any term on the invoice which is at variance with these Conditions shall prevail over these Conditions, which shall be constructed accordingly, except with regard to price in respect of which condition 5(2) shall prevail.

(3) No other terms (whether contained in the document issued by the Buyer or in any written or oral communication between the parties) shall apply to the Contract nor shall these Conditions or the particulars on the LED Evolution invoice be modified without LED Evolution's written agreement. LED Evolution shall be entitled to amend technical specifications of the Goods without notice.

(4) In order that these Conditions and the particulars on the LED Evolution invoice shall be a complete record of the agreement between the parties with regard to the sale of the Goods, the Buyer must ensure that any pre-contractual representation on which the Buyer wishes to rely has been specified in the particulars on the LED Evolution invoice. In entering into the Contract, the Buyer does not rely upon any such representation made by or on behalf of the Company which has not been so specified.

2. QUOTATION AND ORDERS

(1) Unless accepted before lapse or withdrawal, or renewed in writing by LED Evolution, quotations shall lapse automatically after 30 days, but may be withdrawn earlier.

(2) Quotations are for information only and are not firm offers. There shall be no binding contract until LED Evolution has accepted the Buyer's order by despatching LED Evolution's official Acknowledgement of Order or Invoice.

3. DELIVERY

(1) Although LED Evolution will endeavour to deliver the Goods within any delivery time specified on the LED Evolution invoice, that time is an estimate and not a term of the Contract.

(2) Any such time specified shall be extended by any period or periods during which the manufacture or delivery of the Goods or other work by LED Evolution in connection with the Contract is delayed due to fire, explosion, flood, storm, tempest, sabotage, strikes
(official and unofficial), riot, invasion, acts of war, shortage of labour, power or materials, civil commotion, accidents, plant break downs, compliance with an order of an apparently competent authority, and any other event beyond LED Evolution's control.

(3) If any such delivery time is so extended by more than 90 days then the Buyer shall be entitled to give written notice to LED Evolution requiring the Goods to be delivered within 30 days of the date of such notice failing which the Buyer shall have the right to give further written notice determining the contract forthwith.

(4) LED Evolution shall be entitled to deliver the Goods by instalments.

(5) In the case of United Kingdom customers, unless otherwise stated, LED Evolution will deliver to the Buyer's premises and will charge separately for packaging and carriage. In the case of exports, unless otherwise stated delivery will be ex-works, but LED Evolution will arrange sea carriage with a shipper nominated by the Buyer and carriage to the port of export on behalf of the Buyer and all carriage will be charged forward for direct payment by the Buyer.

(6) The delivery by LED Evolution of a greater or lesser quantity of the Goods than the quantity provided for in the Contract, the delivery of other goods not provided for in the Contract, or the delivery of Goods only some of which are defective, shall not entitle the Buyer to reject all of the Goods delivered. In order that LED Evolution can comply with its carriers conditions, a claim in respect of error quantity or type of Goods or in respect of the condition of the Goods delivered must be made in writing to LED Evolution and the carrier within 3 days of receipt. Failure to make such claim shall constitute unqualified acceptance of the Goods and waiver by the Buyer of all claims relating to error in quantity or type of Goods delivered or relating to the condition of Goods delivered. Similarly, if any Goods invoiced by LED Evolution are not delivered, the Buyer must notify LED Evolution within 25 days or the carrier and LED Evolution within 28 days of the date of invoice, failing which the Buyer will be liable to pay for the Goods in full.

4. PROPERTY AND RISK

(1) The risk in the Goods shall pass to the Buyer upon delivery.

(2) The property in the Goods shall pass to the Buyer upon payment of all sums owing to LED Evolution under the Contract. In the event of the Buyer failing to pay and part of the Contract price when it becomes due, LED Evolution shall be entitled to recover possession of the Goods at any time thereafter and shall for that purpose be entitled to enter into any premises where the Goods may be situated. The Buyer shall execute all such documents and give LED Evolution all such assistance as it may require as it may require in order to register LED Evolution's interest in the Goods in the Buyer's country or which might otherwise be necessary in order to preserve and protect LED Evolution's interest in the Goods. Notwithstanding the above LED Evolution shall be entitled at any time to pass the property in the goods to the Buyer by written notice to that effect.

5. Prices

(1) Unless otherwise stated overleaf, prices for the Goods shall be ex-works, and shall be exclusive of VAT, export duty and foreign import duty, packing, carriage, insurance and any other costs, all of which shall be the subject of additional charges.

(2) Prices stated in any quotation or in the LED Evolution's Acknowledgment of Order are provisional only and subject to adjustment to take account of increases in LED Evolution's costs and overheads. The contract price shall be LED Evolution's price ruling at the date of despatch.

6. PAYMENT

(1) If LED Evolution has generated the Buyer monthly account credit facilities, then payment of the price must be made within 30 days of the date of invoice, Invoices are due to be paid according to payment terms without deduction. No deductions are accepted except for the value issued by LED Evolution Credit Notes. Otherwise payment must be in cash prior to delivery. Payment shall be made direct to LED Evolution in the currency invoiced. The Buyer shall not be entitled to exercise any right of set-off against payment due to LED Evolution.

(2) LED Evolution shall be entitled to charge daily interest on ant overdue sum at the rate of 5 per cent per annum above the base lending rate for the time being of Lloyds Bank Limited from the due date until the date of actual payment.

7. WARRANTIES AND EXEMPTIONS

(1) Please refer to Limited Warranty Terms & Conditions at www.led-evolution.com/about/warranty.

(2) Except as expressly stated in the LED Evolution Limited Warranty Terms & Conditions, there shall be excluded from the contract any warranty, condition or statement, express or implied, statutory or otherwise, as to quality, merchantability, or fitness of the goods for any particular purpose.

(3) LED Evolution shall not be liable in any event whatsoever for any indirect, special or consequential damages, arising out of the use of the goods at any time or howsoever caused by the goods.

8. INSOLVENCY AND DEFAULT

In the event of the Buyer becoming (or appearing to LED Evolution to become) bankrupt or going (or appearing to LED Evolution to be about to go) into liquidation, suspending payment of debts or making any arrangement with creditors, or failing to pay in accordance
with the term of the Contract or being in breach of any other term of the Contract LED Evolution shall be entitled, without prejudice to its other rights, to postpone delivery or manufacture, (both in respect of the Contract in questions and any other contracts with the Buyer) until such payment has been made or other breach rectified and/or (at its option) to determine the Contract (and/or any other such contracts) and to recover payment for all deliveries already made and for the cost of materials and labour already expended for the purpose of future deliveries (less any allowance of the value thereof as utilised by LED Evolution for other purposes) and also to recover from the Buyer a sum equivalent to LED Evolution's loss of profit arising out of such determination. The exercise of LED Evolution's option to postpone delivery or manufacture shall not prevent the subsequent exercise of LED Evolution's option to determine the Contract and/or any other such contracts.

9. CANCELLATION

The Contract may be cancelled by the Buyer only with LED Evolution's written consent. In the event of such cancellation the Buyer shall pay to LED Evolution a cancellation charge, commensurate with LED Evolution's costs incurred up to the date of cancellation plus LED
Evolution's loss of profit.

10. LAW AND JURISDICTION

The proper law of the Contract shall be English law and shall except where otherwise herein provided be dealt with by the Courts of England, save that LED Evolution shall be entitled to bring proceedings against the Buyer in the Courts of the Jurisdiction where the Buyer resides or carries on business.

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LED Evolution, Unit 15, 1000 North Circular Road, Staples Corner, London NW2 7JP

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