TERMS & CONDITIONS - 14.02.2015
THESE TERMS & CONDITIONS APPLY TO ANY CONTRACT, WRITTEN OR VERBAL, BETWEEN LIGHTING BY DESIGN AND THE CLIENT.
If you require any clarification of these terms & conditions please contact Melanie Murnane: melanie@lightingbydesign.co.uk
1. Definitions - The term “Contract’ refers to any agreement between Lighting By Design and the Client whether written or spoken. Acceptance of the contract will be confirmed on payment of the deposit. The term "Client" refers to the person or persons commissioning the work from Lighting By Design.
2. Application - These Conditions shall apply to the Contract for the supply of services and/or goods by Lighting by Design (referred to hereafter as ‘LBD’) to the person to whom they are supplied (referred to hereafter as The Client) to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any purchase order confirmation or order or similar document.
3. Estimate - Any estimate by LBD does not constitute an offer, and LBD reserves the right to withdraw or revise the same at any time prior to acceptance for the client’s order and the required deposit paid.
4. Duty of Care - LBD shall exercise reasonable care & competence and their operatives shall carry out their duties in a professional manner.
5. Law and Jurisdiction - Any agreement between the Client and LBD and any dispute arising from that agreement will be governed by the Laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.
6. Variations to Contract - Any variation to the Scope of Works or approved design must have the Client’s knowledge and consent, with Client approval confirmed in writing. In the event that the Client’s approval has not been returned within 14 days, then such variation shall be deemed to have been accepted by the Client and the Client will be obliged to pay any increased fees as a result of such variation as if he/she had duly returned the same. For the purposes of this contract, an email will be deemed appropriate and will carry the same authority as a written hard copy.
7. Additional Fees - LBD reserves the right to review and increase, if appropriate, their fees if there are delays and variations initiated by the Client, or others outside LBD’s control to the agreed original Scope of Works.
8. Information from the Client - The Client will supply all necessary information and give all necessary approvals/decisions to LBD for the proper and timely execution of the Project.
9. Main Contractor - The Client shall employ the Main Contractor under a separate agreement to undertake electrical, construction or other works appertaining to the project. The Contractor, not LBD, will be held responsible for the contractor’s competence under this Contract, the proper execution of the works in compliance with building regulations and for the health and safety provisions of the site.
10. Appointment of Other Consultants and Specialists - The Client will appoint and reimburse for their services any other consultant who may be required for the Project. LBD will not be responsible in any way for the competence and performance of their services.
11. Asbestos - Where there is a reasonable likelihood that the property may contain asbestos, or asbestos is discovered during the course of the works, LBD reserves the right to withhold all works until a full report and clearance schedule has been determined and executed by a licensed specialist registered with the Health & Safety Executive. This is a statutory requirement. In this event the Client will be required to cover the cost of any delays and fees payable to the asbestos specialists.
12. Statutory Regulations - The Client or an appointed agent shall instruct the making of applications for planning permission and approval under the building acts, building regulations, health and safety regulations and other statutory requirements, and applications for agreement by freeholders or any others concerned with the project and whose permission is required. LBD will provide assistance with this if required but this may incur an additional fee.
13. Intellectual Property - No right or licence is granted to the Client under any patent, trademark, copyright, registered design or other intellectual property right except the right to use the goods supplied. In particular, the copyright of designs supplied and the right to patent particular design elements remains with LBD.
14. Reservation of Rights - Nothing in the agreement shall prevent LBD using any design or any element of a design for other clients or from publishing any photographs of their work in any magazine, newspaper or other medium, including new media, in a website or over the Internet. Client confidentiality will be observed and no names & addresses will accompany photographs unless specifically agreed by the client.
15. Third Party Rights - No third party shall have any rights under or in connection with this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.
16. Termination - If either party should wish to terminate the contract, notice in writing via post or email, shall be given by either the Client or LBD. On giving such notice LBD shall repay to the Client any sums paid under the contract after deduction of any sums paid by LBD to third parties under the contract. A percentage of the fees due to LBD shall also be paid commensurate with the work already carried out. LBD shall not be liable for any loss or damage whatsoever arising from such cancellation. Any administration or design fees due at the time of termination will be deducted from any desposits held at the time and any further costs will be invoiced immediately and become due by return.
This Agreement may be terminated by either party if: a) either party is in material breach of any obligation under this Agreement not capable of remedy, b) either party is in material breach of any obligation under this Agreement and, in the case of a breach capable of remedy, the breach shall not have been remedied by the defaulting party within 10 (ten) working days of written notice of specifying the breach and requiring its remedy, c) either party becomes bankrupt or insolvent, or has a receiver or liquidator appointed over the whole or any part of its assets, or enters into any composition or other arrangements with its creditors or has an order made or resolution passed for it to be made bankrupt or wound up (otherwise than in furtherance of a scheme or amalgamation or reconstruction), then the other party may forthwith terminate this Agreement by written notice without prejudice to the accrued rights of either party or any obligation of a continuing nature. Termination may also occur in the unlikely event that LBD and the Client are unable to reach agreement as to a suitable way forward for the design.
17. Suspension - If the Client wishes to suspend the progress of the whole or part of the work, services or goods provided by LBD and such suspension continues for 28 (twenty-eight) days, then it will be deemed that the Client has decided to terminate the contract with the same consequences as determined at Termination above.
18. Waiver - The granting of time or any other concession shall in no way prejudice or constitute a waiver of LBD’s entitlement to enforce any right under contract.
19, Defect - The Client shall inspect the goods supplied through LBD immediately upon receipt and shall within 48 hours thereof notify LBD in writing of any respect in which the goods are not in accordance with the contract or damaged or faulty. If the Client fails to give such notice, the goods shall be deemed to be in accordance with the contract in all respects and the Client shall be bound to accept the same accordingly,.
20. Insurance - The Client is responsible for the insurance of the property and all the moveable assets within the property during the installation period. It is also the Client’s responsibility to insure against any acts or omissions by the contractors or subcontractors for any loss or damage caused during the project. Risk of damage to or loss of goods shall pass to the Client at the time of delivery.
21. Normal Hours - Unless otherwise agreed in writing (and attached to this contract) normal working hours are to be observed. Extra costs may be incurred if the client requests work to be carried out at weekends, public holidays and at night. This includes online design where the client insists on response to emails outside normal office hours.
22. Site Restriction - Free access to site is essential to ensure that the project is completed within the specified time.
23. Site Conditions - The prices are conditional on the provision of the normal services of water, electricity, light & heating at no cost when required.
24. Delivery dates - Times and dates quoted for delivery of goods or materials or completion of any work are to be treated as an approximate estimate based on current trading conditions. LBD shall not be held responsible for delays outside their control.
25. Prices - Unless specifically agreed otherwise and included as an amendment to this contract, all goods will be charged at the recommended retail prices prevailing on the date of placing the order and will remain at that price as long as all necessary payments have been received.
26. Client’s Goods - LBD will not be held responsible for client’s goods left at their premises or their suppliers premises. Clients are responsible for the insurance of their own goods.
27. Non-supply of goods - If the supplier or manufacturer is unable to supply estimated goods for reasons outside the control of LBD and we have to find substitutes, LBD reserves the right to adjust the price quoted if necessary.
28. Custom-made Pieces - Payment for all such items is in full in advance and is non-refundable.
29. Standard Items - These might be subject to a cancellation charge from the manufacturer or supplier if the order is cancelled. A deposit of 100% is required in advance.
30. Deposits for services and/or goods are non-refundable. A deposit constitutes acceptance of a contract with LBD based on our initial proposal or quote and the terms & conditions herein. The balance will become due immediately upon receipt of the final invoice which will be sent upon completion of the preliminary design and/or prior to despatch of goods. Should payment be delayed by more than 7 days, a surcharge of 10% will become due.
31. Title of Goods - All goods are at the risk of the customer once they have been delivered or collected but ownership of goods ordered or any part thereof shall not pass to the Client until full payment has been made for all the goods. In the event of the Client failing to pay for the goods, it is understood that goods may be repossessed to the value of the unpaid balance without liability for any damage caused to the Client’s premises by unfixing and/or removing such goods.
32. Third Party Goods - For the avoidance of doubt, LBD is a design practice, not a retailer. However, LBD will, in the course of a design, contract on behalf of the Client with third parties for the provision of goods by third parties under the contract. Whilst every effort is made to ensure the reliability & status of suppliers. LBD gives no warranty in respect of goods and/or services supplied by third parties and will accept no responsibility for any omission or failure to supply should the supplier cease trading. In the unfortunate event of a third party supplier ceasing trading after payment for the goods by the client and this payment is subsequently passed on to the supplier every effort will be made by LBD to reclaim any deposits paid from the supplier and/or official receiver but LBD accept no responsibility to compensate for any loss to the client as a result.
33. Liability for Consequential Loss - LBD shall be under no liability to the Client for any indirect or consequential loss and/or expense suffered by the buyer arising out of a breach by LBD of the contract.
34. Limitation of Liability - While every effort is made to recommend reliable independent contractors and suppliers and these names are given in good faith, LBD will not be responsible for any act, omission or delay caused by any contractor or sub-contractor or supplier resulting in any loss or damage to the Client’s property or his/her business. All contractors and suppliers will be individually responsible in ensuring that they comply with all statutory regulations. It is not the responsibility of LBD to ensure that this compliance is achieved. LBD specifically disclaims all other warranties, express or implied, but not limited to, the implied warranties of merchantability and fitness for a particular purpose and disclaims all contractual and tortuous liabilities including but not limited to negligence. The liability of LBD to the Client shall be limited to direct damages and shall not in any circumstances exceed the amount of the fees paid to LBD in respect of the Works. LBD will not be liable for incidental, special, or consequential damages including lost profits or lost business suffered by the Client, even if previously advised of the possibility. Neither will LBD be liable for breach of statutory duty or by reason of tort including but not limited to negligence. Prior to a claim being made, LBD will be given access and opportunity to rectify any wrong that may have been committed.
35. Items on Approval - All items sent by LBD to the Client are the sole responsibility of the Client whilst in the Client’s custody and safekeeping, including transit to and from the Client’s premises. LBD will not be held responsible for any damage or loss occurring whilst with the Client.
36. Defects - The Client shall inspect the goods when they are delivered and shall notify LBD within 24 hours of the date of delivery of any respect in which the goods are defective or otherwise not in accordance with the contract, whereupon LBD shall do their utmost to ensure that the supplier rectifies or replaces the goods to the satisfaction of the client.
37. Supply of Goods - It is a condition of any contract with LBD all goods relating to the project (except cabling) are supplied through LBD. it is the responsibility of the electrical contractor to provide general electrical wiring, data cabling and associated installation accessories such as back boxes, junction boxes, etc.
38. Force Majeure - If either party to this Agreement is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure, then such party shall be excused from the performance for so long as such cause of prevention or delay shall continue. For the purpose of this Agreement force majeure shall be deemed to be any cause affecting this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party.
This document forms the basis of the contract between LBD (Lighting By Design) and the Client.