Strategic Lighting - lighting effects - page specific title

Part A . Contract of Sale

1. All products and services are exclusively sold on the basis of the conditions hereinafter. This also applies to deliveries ex distributing warehouse. The Buyer’s conditions of purchase are explicitly contradicted hereby. They are not obliging unless STRATEGIC LIGHTING (EUORPE) LIMITED (hereafter referred to as “STRATEGIC”) contradicts them again explicitly upon conclusion of an individual contract. Subsidiary agreements are exclusively effective if they have been confirmed in writing by the company.

2. STRATEGIC quotations are without engagement. An order is exclusively considered accepted after it has been confirmed in writing. This also applies to orders placed with the agencies. Only the statements in our order confirmation are binding. Documents like figures, drawings and indications of weights pertaining to a quotation are only binding if they have been explicitly designated as such. STRATEGIC reserves the proprietary right, copyright and the right with regard to cost estimates; and these rights must not be made accessible to any third parties. Documents pertaining to quotations must be returned immediately if the order is not assigned to STRATEGIC

3. The figures and indications of weights and dimensions in STRATEGIC catalogues and prospectuses have been generated at the best of our knowledge, errors excepted; the same applies to the indications in our sales documents. Subject to changes for the purpose of technical advancement.

4. The indications in our sales documents, catalogues and prospectuses apply to lamps wired ready for connection for operating voltages of 230V-240V 50 Hz and ambient temperatures of max. 30° C. However, lamps for voltages, ambient temperatures and frequencies deviating from these values can also be supplied. A separate quotation is necessary for that purpose.

5. Prices are to be understood ex works excluding packaging, freight and customs. Subject to pro-rata price increases in case the prices of raw materials and wages rise after conclusion of the contract.

Part B . Delivery, Pasing of Risk

1. All deliveries are quoted ex works on principle. Dispatch is effected at the Buyer’s risk and expense.

2. Even if carriage free delivery was agreed, the risk is transferred to the Buyer as soon as the consignment leaves the works. If dispatch or delivery is delayed on request of the Buyer, in both cases the risk for the time of delay is transferred to the Buyer from the date of readiness for dispatch. However, STRATEGIC is obliged to execute the insurances requested by the Buyer at the Buyer’s request and cost.

3. An agreed period of delivery starts on the date the written receipt of the agreement on the order between the Buyer and STRATEGIC on hand. The delivery period shall be extended for an adequate period if STRATEGIC cannot adhere to it due to reasons STRATEGIC is not responsible for according to the general principles of law (e.g. if documents to be supplied by the Buyer do not reach STRATEGIC in time or force majeure, e.g. war or strike).

4. The delivery of orders that can be retrieved in several partial lots is exclusively subject to the original conditions on the basis of an explicit agreement on the agreed terms. The calculated costs, in particular carriage and freight costs, are decisive.

5. The goods are packaged with utmost care and dispatched according to the best discretion of STRATEGIC. STRATEGIC will insure the consignment against breakage, transport damage and fire loss at the Buyer’s request and cost.

6. The Buyer shall accept delivered goods even if they have insignificant deficiencies. Partial deliveries are admissible.

Part C. Payment

1. All prices are to be understood ex works and without the statutory VAT. All payments must be made within 30 days; deviating dates of payment must be agreed in writing on principle. Payment must be effected in cash without any further deduction free STRATEGIC domicile. Payment is charged against the respective oldest due invoice. The STRATEGIC representatives are exclusively entitled to accept payment by virtue of explicit agreement with STRATEGIC.

2. The Buyer is not be entitled to retain any payments due to any counterclaims not accepted by STRATEGIC nor is he entitled to charge up against such claims.

3. In case any agreed payment dates are exceeded, interests amounting to 2% above the respective BASE rate of The Bank Of England will be charged without reminder subject to the assertion of further claims. Simultaneously, the total remaining amount is due immediately, also in case of deterioration of the Buyer’s financial situation, regardless of the maturity of any bills of exchange taken in or possibly granted deferrals. STRATEGIC will exclusively effect deliveries outstanding at that point in time against advance payment or securities; furthermore, it can withdraw from the contract or claim damages for non-performance.

Part D . Reservation of Title

1. The goods remain property of STRATEGIC until all claims STRATEGIC is entitled to against the Buyer have been settled. The Buyer shall not be entitled to any chattel mortgages or pledging of the goods before these claims have been settled. The Buyer is exclusively entitled to resale of the goods in the course of business according to the rules and conditional sale under retention of title in case of other than cash sales. This right expires if and as soon as the Buyer ceases to pay.

2. The Buyer is obliged to inform STRATEGIC before he disposes of his own claims by means of a factoring agreement. If the Buyer sold his claims within the context of genuine factoring he shall assign the claims which are due to STRATEGIC to STRATEGIC against the factoring. STRATEGIC shall accept this assignment. In order to protect all claims of STRATEGIC against the Buyer, the latter shall already transfer all claims he is entitled to or will be entitled to in future due to the sale of STRATEGIC goods to STRATEGIC upon conclusion of this contract. STRATEGIC undertakes to transfer the claims it assigned to the Buyer on request of the latter as far as they exceed STRATEGIC’s claims against the Buyer.

3. The Buyer is obliged to inform his customers immediately of the assignment and to hand over the information necessary for asserting the rights against its customers as well as the pertaining documents to STRATEGIC on request of STRATEGIC. The Buyer shall be entitled to collect the newly generated purchase price claim until revoked. The entitlement expires if and as soon as the Buyer ceases payment. The Buyer shall bear the costs for debt collection and interventions.

4. Handling and processing shall be executed for STRATEGIC without obliging STRATEGIC. If the STRATEGIC goods are mixed or connected with other articles, the Buyer shall already assign his ownership or co-ownership rights in mixed inventory or the new object to STRATEGIC at this point and he shall preserve these rights with commercial diligence for STRATEGIC. The same also exclusively applies to further processing or the installation (assembly) of the STRATEGIC goods.

5. The reservation of title according to the aforementioned conditions also continues to exist if individual claims of STRATEGIC are integrated into a current account and the balance has been struck or acknowledged.

6. The Buyer is obliged to take all necessary actions to prevent any impairment or loss of rights in the delivered goods STRATEGIC is entitled to on his own cost. This shall also apply in case the goods are sold within the context of genuine factoring if STRATEGIC has not been informed of this fact in good time. If the property of STRATEGIC is seized in execution the Buyer must inform STRATEGIC immediately.

7. STRATEGIC is entitled to demand the return of its goods any time. If STRATEGIC uses this right, a withdrawal only exists if STRATEGIC declares this fact explicitly.

Part E. Liability for Defects

1. STRATEGIC shall be liable for defects including missing warranted properties to the exclusion of further claims against STRATEGIC and its vicarious agents and persons employed in the performance of STRATEGIC obligations as follows:

2. Recognizable defects must be indicated in writing within a limitation period of 10 days after receipt of the goods. Any defects occurring later must be indicated in the same way and within the same period after their discovery. The representatives of STRATEGIC are not entitled to accept any notifications of defects or other declarations of the Buyer.

3. All parts which become defective within 12 months - without consideration of the service life - calculated from the day of transfer of peril in a demonstrable way as a result of circumstances before the transfer of peril, in particular due to lacking design, poor building materials or defective execution or if their usability was impaired in a considerable way must be delivered again. STRATEGIC does not assume the restoration costs.

4. The Buyer shall grant STRATEGIC an adequate period of time and opportunity for delivering new spare parts. If the Buyer refuses this period of time and opportunity STRATEGIC shall be exempted from the liability for defects.

5. Claims for material defects become statute-barred within 12 moths.

6. Our product liability expires in case the lamps are equipped with electronic adapters and T5 lamps.

7. The liability for defects expires if the delivery item is modified by a third party or by the installation of parts of an external party.

8. The Buyer has no conversion or diminution rights unless STRATEGIC is not in a position to remove the defects.

9. In case STRATEGIC rejects any notices of defects lodged in good time the Buyer’s right of warranty claims shall expire in all cases within 12 months from the date of the timely notification of defect. If the Buyer and STRATEGIC do not come to an agreement within this period, the period of limitation can be extended by agreement.

10. Liability for defects does not refer to wear and tear or to damage resulting from incorrect or negligent handling, storage, excessive strain, inappropriate equipment, faulty construction works, unsuitable rooms or building grounds, physical, chemical, electrochemical or electrical influences without any fault on part of STRATEGIC after passing of the risk.

11. STRATEGIC shall be liable for replacement pieces to the same extent as for the original delivery item, however this applies only until expiry of the period of warranty applicable to the original delivery item.

12. Unless products of subcontractors are integrated in the finished electrical product, the provisions for defective deliveries in the terms of delivery of the subcontractors shall apply to their products.

13. If it is impossible for STRATEGIC or the Buyer to perform the tasks they are obliged to, the general principles of law shall apply subject to the following proviso: If the impossibility of performance is attributable to gross negligence of STRATEGIC the Buyer shall be entitled to withdraw from the contract or to claim for compensation. However, the Buyer’s claim for damages shall be limited to 5% of the value of the part of the delivery which could not be commissioned appropriately due to the impossibility of performance.

14. If any unforeseen events change the proportion of performance and counter-performance substantially or if they have a substantial influence on the operation of STRATEGIC, STRATEGIC shall be entitled to withdraw from the contract. In case STRATEGIC intends to withdraw from the contract, STRATEGIC has to inform the Buyer immediately after having gained an insight in the importance of the events, even if an extension of the delivery period had been agreed with the Buyer at first.

15. Any other claims, no matter for which legal reason, of the Buyer against STRATEGIC, its vicarious agents and persons employed in the performance of STRATEGIC’s obligations are excluded. In case of any subsequent modification of the lamps, their internal circuits or the device equipment STRATEGIC shall be released from any liability according to the Law on Technical Working Equipment dated 1968-06-24 (Machine Protection Act).

Part F. Other Claims for Damages

As far as the Buyer is entitled to claims for damages according to clause V, these claims will become time-barred after expiry of the period of limitation applicable to warranty claims for hidden defects according to point 4 of clause V. In case of claims for damages according to the Product Liability Act the legal statutes of limitation shall be applicable.

Part G. Returns

Returns may exclusively be effected after STRATEGIC previous consent and free of carriage charges. STRATEGIC charges an overall handling fee amounting to 20% of the value of the goods for taking the goods back. All costs for delivery, taking the goods back, repair and new packaging – provided the goods are in such a condition that they can be resold - will be deducted from the credit note. This does not apply in case of a justified withdrawal of the Buyer from the contract.

Part H. Place of Jurisdiction and Applicable Law

1. The legal ineffectiveness of single parts of this contract shall not affect the binding force of the rest of the contract.

2. The Courts of England & Wales shall be the sole place of jurisdiction for legal actions against STRATEGIC . The place of jurisdiction for legal actions of STRATEGIC against the Buyer shall either be England or the domicile of the Buyer, also in case of actions arising out of a bill of exchange or a cheque.

STRATEGIC LIGHTING (EUROPE) LIMITED (refered further here in as the "Company") has all rights reserved and is reserves the right to update or alter conditions herein at any given time. The current terms and conditions are binding in the version that is then current.

1. Rights

The Company allows the user the viewing and downloading of information, software programs, products, data, pictures, charts, photographs, logos, texts and other contents from this website for private non-commercial use - the Company’s trademark, property and intellectual rights withstanding.

The Contents of this website shall not, without prior written consent by the Company, be changed and not duplicated or for public or commercial purposes be exhibited, shown, distributed or used in any other manner, unless by prior agreement.

The usage of this website on another website or networked computers is forbidden. The Contents on this website are copyrighted. Every unauthorised usage of the Contents of this website may be viewed as a violation of copyright; trademark or other legal provisions. A violation of these provisions will lead to termination of authorisation to use this website and obliges to immediate destruction of all downloaded and/or printed Contents of this website.

The IP- Addresses of users of this website may be automatically, temporarily saved. Any saving is solely for the purpose of optimising operational processes and improving the service operation of this internet offering. The right of the viewer is conceded in viewing this site.

2. Warranty and liability

The contents on this website are made accessible without any form of warranty.

The Company accepts no liability for correctness, completeness nor the inclusion of out of date material or the suitability for certain purposes. The Company does not assume liability for the freedom of the rights of third parties and the non-violation of intellectual properties.

The Company may at any given time, without prior notification, make changes. The Company is not obliged to update.

The use of this website is at the sole risk of the user.

The Company, its suppliers or third parties on this website accept no liability for possible damages (particularly lost profit, loss of data loss of man hours or loss of custom or any other losses associated with claims regarding information portrayed on this website.).

The Company will not take over any costs should the use of this website and/or the Contents offered here lead to a necessary maintenance, repair, exchange, restoration or other form of correction of your equipment or data. All information and resources that the Company uses whilst researched provides no liability for completeness or correctness.

3. Copyright

The use of Contents or software downloaded from this website underlies the provisions of the copyright law and of the possibly attached and/or downloaded license contracts of the software. The downloading of software or its usage is only permitted after reading and agreeing with the conditions of the respective license contracts and is at your own risk.

All Contents of users which are transferred to this website and/or made accessible on this website are rated as non-confidential and not copyrighted and property protected. The Company does not assume any responsibility in regard to these transferred Contents. The Company and its representatives are permitted to transfer, duplicate, change, make accessible to others, distribute and/or in any other form commercially and non-commercially make use of information, pictures, charts, tones, texts and other Contents. It is forbidden to transfer or spread threatening, insulting, slanderous, defamatory, pornographic, immoral or illegal Contents to/from this website.

Each user is personally responsible for protecting a possibly authorised password against misuse if one is offered. The use of the website with a user name and password is at the sole risk of the user. If the user receives information that a password has been unintentionally made known or should there be other danger of misuse at hand he is to immediately inform the Company.

4. Links

The respective author is solely responsible for all linked contents on this website. The Company has no influence regarding the link text or design and contents of linked pages. It does not incorporate these contents and assumes no liability for possible violations of established laws of any type or applicable law.

5. Participation

By using this site the user is not relieved from his duty to take care or his personal liability. The use does not imply an invitation to take part in the Company in any manner.

6. Interpretation of Law

This website is administrated by the Company and these conditions underlie the laws of the Courts of the United Kingdom & England & Wales. Jurisdiction for all legal disputes is the court at the Company’s headquarters. The Company will make no statements as to whether the Contents of this website are usable outside of the UK and is therefore at your own accord and at your own risk. The user is personally responsible for compliance to local laws.

Last Updated - 31st July 2007.