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Until such time as title in the Products passes to Buyer, the Buyer shall:
not be entitled to pledge or in any way charge or otherwise encumber by way of
security for any indebtedness any of Product;
hold Product as Seller’s fiduciary agent and bailee;
not remove, deface or obscure any identifying mark or packaging on or relating to the
Products;
keep the Product separate from those of Buyer and third parties and properly stored,
protected and insured and identified as Seller’s property;
notify Seller immediately if it becomes subject to any of the events set out in clause 12;
provide Seller with such information relating to the Products as Seller may require from
time to time,
For the avoidance of doubt, nothing in this clause 6.3 shall operate to prevent Buyer
from reselling or using the Products in the ordinary course of its business.
Buyer shall bear the risk of any loss or damage to or deterioration of the Products from
whatever cause arising following delivery of the Products to Buyer.
If before title to the Products passes to Buyer, Buyer becomes subject to any of the
events set out in clause 12, or Seller reasonably believes that any such event is about
to happen and notifies Buyer accordingly, then, provided that the Products have not
been resold, or irrevocably incorporated into another product, and without limiting any
other right or remedy, Seller may at any time require Buyer to deliver the Product back
to Seller.
PAYMENT
Buyer shall pay all invoices in full and in cleared funds without any setoff or deduction,
within the payment term specified on the invoice and in the currency specified in the
invoice, free of exchange collection, or other charges.
If Buyer fails to pay any invoice in full by the due date under the Contract, Seller may
suspend production and/or decline to make shipment or delivery of all or part of the
unshipped Product. In addition, the Buyer shall pay interest on the overdue amount at
the applicable rate in accordance with the Late Payment of Commercial Debts (Interest)
Act 1998. Such interest shall accrue on a daily basis from the due date until the date of
actual payment of the overdue amount, whether before or after judgment. The Buyer
shall pay the interest together with the overdue amount.
Buyer shall not be entitled to assert any credit, set-off or counterclaim against Seller
in order to justify withholding payment of any such amount in whole or in part. Seller
may at any time, without limiting any other rights or remedies it may have, set off any
amount owing to it by Buyer against any amount payable by the Seller to the Buyer.
FORCE MAJEURE
Seller shall not be liable for any failure to perform or delay in performance due to
circumstances beyond Seller’s reasonable control, including but not limited to riot, war
or hostilities between nations, civil war, civil commotion, acts of terrorism, governmental
orders or regulations, import or export regulations or embargoes, acts of God, fire,
accidents, strikes, lock-outs, or other industrial actions or trade disputes (whether
involving employees of the Seller or of a supplier), lack of transportation facilities,
delays of carriers, inability to obtain raw materials, curtailment of or failure in obtaining
sufficient electrical power, or any other contingencies beyond the reasonable control of
Seller (“Force Majeure Event”). In the case of a Force Majeure Event, Seller may, in its
sole discretion, cancel, reduce or modify its deliveries to Buyer without liability for any
damages whatsoever.
WARRANTY; CLAIMS; LIMITATION OF LIABILITY.
Subject to the conditions set out below, Seller warrants that on delivery and for a period
of 24 months from the date of delivery, the Products shall:
correspond to the Product Specifications agreed to in writing by Seller; and be free from
defects in design, material and workmanship, unless otherwise indicated by Seller in the
product specification or elsewhere.
Subject to clause 9.3 if: Buyer gives notice in writing to Seller during the warranty
period set out in clause 9.1 above and within a reasonable time of discovery that some
or all of the Products do not comply with the warranty set out in clause 9.1;
Seller is given a reasonable opportunity of examining such Products;
Buyer (if asked to do so by Seller) returns such Products to Seller’s place of business at
Buyer’s cost,
Where we consider that the Product is covered by this warranty, we will repair and/or
replace ONLY the defective lamp(s) within a reasonable period of time. Further warranty
is excluded unless compulsory required by law. For the avoidance of doubt, “repair or
replace the defective lamps” does not include any removal or reinstallation activities,
costs or expenses, including without limitation, labor costs or expenses.
Seller shall be under no liability in respect of any defect in the Products arising from:
any drawing, design or any Buyer Specification supplied by Buyer;
Buyer making any further use of the Products after giving notice in accordance with
clause 9.2;
normal wear and tear, wilful damage, negligence, abnormal storage or working
conditions, improper handling, third party interference (e.g. improper installation,
overuse, excess voltage or frequency oscillations);
failure to follow Seller’s instructions (whether oral or in writing) as to the storage,
commissioning, installation, use and maintenance of the Products or (if there are none)
good trade practice;
misuse, alteration or repair of the Products without the Seller’s approval.
For the avoidance of doubt, the above warranty does not extend to parts, materials or
equipment not manufactured by Seller, in respect of which Buyer shall only be entitled
to the benefit of any such warranty or guarantee as is given to Seller by the third party
manufacturer
Except as set out in these Terms, all warranties, conditions and other terms implied by
statute or common law are, to the fullest extent permitted by law, excluded from the
Contract.
These Terms shall also apply to any repaired or replacement Products supplied by Seller.
Nothing in these Terms shall limit or exclude Seller’s liability for:
death or personal injury caused by its negligence; or fraud or fraudulent
misrepresentation.
Subject to clause 9.6, Seller shall not be liable to Buyer, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, for any loss of profit
or indirect or consequential loss or damages arising under or in connection with the
Contract.
PATENTS
Between the Buyer and the Seller, all Intellectual Property Rights and all
other rights in the Deliverables and materials shall be owned by the Seller.
Where necessary, the Seller licenses all such rights limited to the Buyer free of charge
and on a non-exclusive, royalty free rights of the IP to the extent as is necessary to
enable the Buyer to make reasonable use of the Deliverables and the Services.
Should Products sold by Seller be the subject to a claim for patent infringement, Seller
may, at its sole option and expense, either procure for Buyer the right to continue using
said Product, or modify same so that it becomes non-infringing, or replace it with non-
infringing Product, or remove the Product and refund the purchase price paid by Buyer.
Buyer agrees to defend and indemnify Seller from and against any liability for or on
account of any infringement or alleged infringement of any patented or unpatented
inventions or trade secret with respect to (i) any use of Products by Buyer or their
customers, including without limitation use of Products alone or in combination with
other components or (ii) Products furnished, or methods used by Seller, in accordance
with specifications or instructions furnished by or expressly or implicitly prescribed by
Buyer.
DESIGN OWNERSHIP
Any specifications, drawings, or other technical information, data, tools, dyes, patterns,
masks, test equipment, software and any other item designed, supplied, or created
by Seller in performance of Buyer’s order, (the “Creative Elements” shall remain the
exclusive property of Seller, and no right, title or license in any such item or design is
hereby granted to Buyer and Buyer is prohibited from copying or using the Creative
Elements without Seller’s prior written consent.
Standard Terms And Conditions Of Sale