The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of Liability).
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Commencement Date” means has the meaning given in clause 2.3.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.
“Contract” means the contract between Ridi and the Customer for the supply of Goods and/or Services in accordance with these Conditions and any Special Conditions.
“Control” means shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“Customer” means the person or firm who purchases the Goods and/or Services from Ridi.
“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control.
“Goods” means the goods (or any part of them) set out in the Order as amended or modified by any Goods Specification.
“Goods Specification” means any specification for the Goods, including any related plans and drawings, that are agreed in writing by the Customer and Ridi.
“Order” means the Customer’s order for the Goods and/or Services, as set out in the Customer’s written acceptance of Ridi’s quotation.
“Ridi” means Ridi Lighting Limited (registered in England and Wales with company number 02773137).”Services” means the services supplied by Ridi to the Customer as set out in the Service Specification.
“Service Specification” means the description or specification for the Services provided in writing by Ridi to the Customer.
“Special Conditions” means supplemental conditions of sale agreed by the parties in writing as are set out in the Customer’s written acceptance of Ridi’s Quotation.
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and 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. A reference to writing or written includes emails.
2. Basis of contract
2.1. These Conditions (together with any Special 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 and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Goods Specification and Services Specification are complete and accurate.
2.3. The Order shall only be deemed to be accepted when Ridi issues a written acceptance of the Order, at which point the Contract shall come into existence (“Commencement Date”).
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 Ridi and any descriptions or illustrations contained in its catalogues, website or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force. Ridi reserve the right to alter these specifications from time to time.
2.6. Any quotation given by Ridi shall not constitute an offer and shall only be valid for a period of 65 Business Days from its date of issue.
2.7. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1. The Goods are described in Ridi’s catalogue, website or brochures as modified by any applicable Goods Specification.
3.2. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer (or on its behalf by its agents or representative), the Customer shall indemnify Ridi against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Ridi in connection with any claim made against it for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Ridi’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3. Ridi reserves the right to amend the Goods and/or any Goods Specification if required by any applicable statutory or regulatory requirements or if the amendment will not materially affect the nature or quality of the Goods, and Ridi shall notify the Customer in any event.
4. Delivery 4.1. Ridi shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (“Delivery Location”) at any time after Ridi notifies the Customer that the Goods are ready. Where no Delivery Location is specified in the Order or otherwise, delivery shall take place at the premises of Ridi.
4.2. Delivery is completed on the completion of unloading the Goods at the Delivery Location.
4.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Ridi 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 Ridi with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4. If Ridi 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. Ridi shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide it with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5. If the Customer fails to accept delivery of the Goods within 3 Business Days of Ridi notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Ridi’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 third Business Day after the day on which Ridi notified the Customer that the Goods were ready; and
(b) Ridi shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6. If 10 Business Days after the day on which Ridi notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, Ridi may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods (if applicable).
4.7. Ridi 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.
5.1. Ridi warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall:
(a) conform in all material respects with their description and any applicable Goods Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2. Subject to clause 5.3, if:
(a) the Customer gives notice in writing to Ridi within 5 Business Days of discovering that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) Ridi is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Ridi) returns such Goods to Ridi’s place of business at the Customer’s cost,
Ridi shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3. Ridi 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 Customer fails to notify Ridi of any defect(s) that are apparent on examination of the Goods on delivery (whether such defects were caused as a result of damage in transit or otherwise) within 5 Business Days of delivery;
(c) the defect arises because the Customer failed to follow the I.E.T. Regulations when installing the Goods or Ridi’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;
(d) the defect arises as a result of Ridi following any drawing, design or Goods Specification supplied by the Customer;
(e) the Customer alters or repairs such Goods without the written consent of Ridi;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g) the Goods differ from their description or Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4. Except as provided in this clause 5, Ridi 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. These Conditions shall apply to any repaired or replacement Goods supplied by Ridi.
5.7. Notwithstanding clauses 5.1 to 5.6 inclusive Ridi reserves the right to accept the return of Goods from the Customer at Ridi’s sole discretion and on terms acceptable to Ridi.
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 not pass to the Customer until the earlier of:
(a) Ridi receiving payment in full (in cash or cleared funds) for the Goods and any other goods that it 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; or
(b) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3. Until title to the Goods has passed to the Customer, the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Ridi’s property, not remove, deface or obscure any identifying mark or packaging on or relating to the Goods, maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery, notify Ridi immediately if it becomes subject to any of the events listed in clause 11.1, and give Ridi such information relating to the Goods as Ridi may require from time to time.
6.4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Ridi receives payment for the Goods. However, if the Customer resells the Goods before that time it does so as principal and not as Ridi’s agent and title to the Goods shall pass from the Ridi to the Customer immediately before the time at which resale by the Customer occurs.
6.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2, then, without limiting any other right or remedy Ridi may have Ridi may at any time:
(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(b) 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. Supply of Services
7.1. Ridi shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2. Ridi shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification or in the Special Conditions, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. Ridi reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Ridi shall notify the Customer in any such event.
7.4. Ridi warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer’s obligations
8.1. The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
(b) co-operate with Ridi in all matters relating to the Goods and/or Services;
(c) provide Ridi, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Ridi to provide the Goods and/or Services;
(d) provide Ridi with such information and materials as Ridi may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
(e) where required to do so by Ridi, prepare their premises for the supply of the Goods and/or Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of Ridi (“Ridi’s Materials”) at the Customer’s premises in safe custody at its own risk, maintain Ridi’s Materials in good condition until returned to Ridi, and not dispose of or use Ridi’s Materials other than in accordance with Ridi’s written instructions or authorisation; and
(i) comply with any additional obligations as are set out in the Goods Specification, the Service Specification, and/or in the Special Conditions.
8.2. If Ridi’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) without limiting or affecting any other right or remedy available to it, Ridi shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Ridi’s performance of any of its obligations;
(b) Ridi shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Ridi’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse Ridi on written demand for any costs or losses sustained or incurred by Ridi arising directly or indirectly from the Customer Default.
9. Price and payment
9.1. The price of the Goods shall be the price set out in the Order.
9.2. Ridi 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:
(a) any factor beyond its 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 Goods Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give adequate or accurate information or instructions.
9.3. Unless stated otherwise the price of the Goods:
(a) excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to Ridi at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of delivery, packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
9.4. The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with Ridi’s daily fee rates, as are set out in the Order;
(b) Ridi’s daily fee rates for each individual person are calculated on the basis of a working day from 9.00 am to 5.00 pm worked on Business Days;
(c) Ridi shall be entitled to charge an overtime rate of 150% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.4(b); and
(d) Ridi shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom it engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Ridi for the performance of the Services, and for the cost of any materials.
9.5. Unless stated otherwise the price of the Services excludes amounts in respect VAT, which the Customer shall additionally be liable to pay to Ridi at the prevailing rate, subject to the receipt of a valid VAT invoice.
9.6. Ridi reserves the right to increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date.
9.7. In respect of the Goods, Ridi may invoice the Customer for the Goods on or at any time after it issues a written acceptance of the Order. In respect of Services, Ridi shall, at it’s option, invoice the Customer at any time after it issues a written acceptance of the Order, on completion of the Services or weekly/monthly in arrear(s).
9.8. The Customer shall pay the invoice in full and in cleared funds within 22 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Ridi. Time of payment is of the essence.
9.9. If the Customer fails to make any payment due under the Contract by the due date for payment, then, without limiting Ridi’s remedies under clause 11, the Customer shall pay interest on the overdue amount at the rate of 4% 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.
9.10. 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). Ridi 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 Ridi to the Customer.
Ridi may, at its sole discretion, accept amendments or cancellations to the Order after acceptance. In the event that an Order is amended or cancelled, the Customer’s liability to Ridi shall include, but not be limited to, all of the costs incurred by Ridi in fulfilling the Order up until the date of receipt of the notice of amendment or cancellation. For the avoidance of doubt any acceptance by Ridi of an amendment or cancellation to the Order will only be valid if it is communicated by Ridi to the Customer in writing.
11.1. Without affecting any other right or remedy available to it, either party may suspend or terminate the provision of Services by giving the other party not less than 4 weeks written notice.
11.2. Without limiting its other rights or remedies, Ridi may terminate this Contract with immediate effect by giving written notice to the Customer 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 5 Business Days of being notified in writing to do so;
(b) 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;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(d) the Customer’s financial position deteriorates to such an extent that in Ridi’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(e) there is a change of control of the Customer
11.3. Without affecting any other right or remedy available to it, Ridi may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Ridi if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.2 (a) to clause 11.2 (e), or Ridi reasonably believes that the Customer is about to become subject to any of them.
11.4. Without limiting its other rights or remedies, Ridi 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 and remains in default for not less than 10 Business Days after being notified in writing to make such payment.
11.5. On termination of the Contract for any reason:
(a) the Customer shall immediately pay to Ridi all of its outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, Ridi shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
(b) the Customer shall return all of Ridi’s Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then Ridi may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
11.6. 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.
11.7. 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.
12. Limitation of liability
12.1. Nothing in these Conditions shall limit or exclude Ridi’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 terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(e) defective products under the Consumer Protection Act 1987.
12.2. Subject to clause 12.1:
(a) Ridi 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
(b) Ridi’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, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.
13. 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 4 weeks, the party not affected may terminate this Contract by giving 2 weeks written notice to the affected party.
14. Data protection
14.1. Each party undertakes to the other that it will comply in all respects with its statutory obligations under the Data Protection Act 1998 and any subsequent data protection legislation including, but not limited to, the General Data Protection Regulation.
14.2. The Customer agrees to indemnify and keep indemnified Ridi against all costs, claims, damages or expenses incurred by Ridi or for which Ridi may become liable due to any failure by the Customer or its employees or agents to comply with any of its obligations under this clause 14.
15.1. Assignment and other dealings.
(a) Ridi may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Ridi.
(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 of any member of the group to which the other party belongs, except as permitted by clause 15.2(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 this agreement. 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 15.2; 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 this Contract.
15.3. 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) 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 this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15.4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.5. Intellectual Property Rights. On entering into the Contract the Customer agrees that it shall assign to Ridi, and Ridi shall retain, all intellectual property (including, but not limited to copyright) in drawings or materials supplied by the Customer (its agents or representatives) to Ridi that relate to the Goods, the Services or any Goods Specification or Services Specification.
15.6. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Customer) shall be owned by Ridi.
15.7. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.
15.8. 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.
(a) Any notice or other communication given to a party under or in connection with the 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, 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 15.9(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second 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 Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.10. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
15.11. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
15.12. 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 or its subject matter or formation.