Lighting and General Privacy Statement

CONDITIONS OF SALE

1. GENERAL

1.1 These Conditions shall govern all transactions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) into which Medlock Electrical Distributors Limited trading as Lighting and General ("Lighting and General") enters with its Customers. For the purposes of these Conditions: "Customer" shall mean the purchaser of Goods from, and any other party to any quotation, offer, order or contract with or by, Lighting and General; "Goods" shall mean any goods agreed to be supplied to the Customer by Lighting and General; and "Contract" shall mean any contract between Lighting and General and the Customer for the sale and purchase of the Goods, incorporating these Conditions.

1.2 These Conditions apply to all Lighting and General's sales and any variations to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Lighting and General.

2. VALIDITY

2.1 Each order for Goods by the Customer from Lighting and General shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.

2.2 No order placed by the Customer shall be deemed to be accepted by Lighting and General until a written acknowledgement of order is issued by Lighting and General or (if earlier) Lighting and General delivers the Goods to the Customer.

2.3 Lighting and General reserves the right to refuse the Customer's acceptance of a quotation unless such a quotation is stated to be open for a specific period and is not withdrawn in such period. No binding contract shall be created by the acceptance by the Customer of Lighting and General's quotation until such notice of acceptance of the offer has been given in writing which shall have been signed by Lighting and General's duly authorised representative or Lighting and General has indicated its acceptance of the offer by making delivery or part delivery of the Goods.

3. PAYMENT

3.1 Unless otherwise agreed in writing by Lighting and General, Lighting and General shall be entitled to invoice the Customer for the price of the Goods on or at any time after the Goods have been ordered.

3.2 Unless otherwise agreed in writing by Lighting and General, the Customer shall pay the price of the Goods on the dates set out below (the "Due Date"):

3.2.1 if the Customer has a credit account, payment shall be due in full without any deduction whether by way of retention or set-off, counterclaim, discount, abatement or otherwise not later than the end of the month following that in which the Goods were delivered (or deemed to be delivered) or on earlier demand by Lighting and General;

3.2.2 if the Customer does not have a credit account, payment shall be due in full without any deduction whether by way of retention or set-off, counterclaim, discount, abatement or otherwise not later than the date of invoice.

3.3 The time of payment of the price shall be of the essence of the contract between Lighting and General and the Customer.

3.4 If the Customer fails to make any payment on the Due Date then, without prejudice to any other right or remedy available to Lighting and General, Lighting and General shall be entitled to:

3.4.1 cancel the contract or suspend any further deliveries to the Customer;

3.4.2 refuse credit at any time and demand immediate payment of all monies outstanding.

3.4.3 charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 2% per annum over the base lending rate from time to time of Barclays Bank plc.

3.5 No payment shall be deemed to have been received until Lighting and General has received cleared funds.

3.6 No settlement discount is allowed in respect of any payment made unless otherwise agreed in writing by a duly authorised representative of Lighting and General.

4. PRICES

4.1 All Goods are sold subject to the prices and any relevant discounts ruling at the time of despatch. Lighting and General's prices, discount rates and conditions of sale may be altered by Lighting and General at any time without notice. All prices and discounts are calculated upon a whole order basis. If, when a Customer places an order, the Customer selects only certain items or reduced quantities are specified, Lighting and General reserves the right to modify the prices and discounts at which such orders are accepted.

4.2 All prices are subject to the addition of Value Added Tax at the appropriate rate.

4.3 Where Goods are specially ordered from manufacturers, and a carriage charge is made to Lighting and General in respect of those Goods, Lighting and General reserves the right to recover this charge from the Customer.

4.4 Lighting and General may impose additional charges in respect of packaging it uses for transportation and delivery of the Goods. Crates, drums, cases, pallets or other returnable packaging charged to the Customer will be credited in full if returned to Lighting and General's despatching depot in good condition carriage paid within 14 days from the date of invoice.

5. CREDIT

Any contract between Lighting and General and a Customer shall be subject to Lighting and General being satisfied in its absolute discretion as to the credit worthiness of the Customer. Without prejudice to the generality of this clause, Lighting and General may in its absolute discretion at any time refrain from despatching Goods until such time as the Customer tenders the purchase money in a form satisfactory to Lighting and General.

6. DELIVERY

6.1 Delivery dates are given in good faith by Lighting and General to indicate estimated delivery times only and shall not amount to any contractual obligation to deliver at the time stated. If no dates or times are given, delivery shall be within a reasonable time. No liability for direct or indirect loss or damage arising from delay in delivery will be accepted by Lighting and General.

6.2 If Lighting and General does not receive sufficient forwarding instructions within 14 days of notification that the Goods are ready for despatch, the Customer will either take immediate delivery or arrange for immediate storage. Otherwise, Lighting and General shall be entitled to arrange storage on the Customer's behalf and at the Customer's risk, either at Lighting and General's own warehouse or elsewhere (making a charge of 1.5% of the invoice value of the Goods per month). Lighting and General shall also be entitled to payment as if the Goods had been duly delivered. All charges incurred by Lighting and General for storage or insurance will be payable by the Customer.

6.3 Lighting and General normally makes no charge for delivery from its own depot within its van delivery area during its usual delivery hours (which are 8.00 am to 5.00 pm Monday to Friday excluding public holidays). However, Lighting and General reserves the right to charge carriage on deliveries outside its usual delivery area or outside its usual delivery hours or where the order value is below £75.

7. ACCEPTANCE

Unless the Customer gives Lighting and General written notice within three working days of the date of delivery that the Goods are not in conformity with the contract, the Customer is deemed to have accepted the Goods.

8. RISK AND TITLE

8.1 The risk of loss and damage to the Goods shall pass to the Customer immediately upon delivery.

8.2 Nothwithstanding delivery and the passing of risk in any Goods, beneficial and legal ownership in them shall remain with Lighting and General until Lighting and General has received in full (in cash or cleared funds) all sums due to it in respect of:

8.2.1 the Goods;

8.2.2 all other sums which are or become due under any contract between the Customer and Lighting and Generals.

8.3 Until such payment, the Customer shall:

8.3.1 hold the Goods on a fiduciary basis as Lighting and General's bailee;

8.3.2 store the Goods (at no cost to Lighting and General) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Lighting and General's property;

8.3.3 keep the Goods insured at its own expense.

8.4 Lighting and General reserves the immediate right of repossession of any Goods which have not been paid for to which Lighting and General has retained title under these Conditions exercisable at any time after delivery or collection of Goods and the Customer hereby grants an irrevocable right and licence to Lighting and General's employees, agents and contractors to enter upon all or any premises where Goods are stored without prior notice for this purpose.

9. QUALITY

Lighting and General gives no guarantee or warranty in respect of the Goods supplied by Lighting and General in addition to that given by the manufacturer of the Goods, and accepts no liability and gives no warranty whether express or implied in relation to defects in such Goods. Without prejudice to the generality of this clause, Lighting and General does not accept any liability or give any warranties, representations, conditions or terms in respect of fitness for purpose, quality or merchantability of such goods, whether express or implied, statutory or otherwise. Lighting and General shall in no way be liable for any direct or indirect damage, loss or expense arising from any defect or inefficiency caused by the manner in which the Goods are used by the Customer.

10. DESCRIPTIONS, SPECIFICATIONS, WEIGHTS, DIMENSIONS & DRAWINGS

All descriptions, specifications, weights, dimensions and drawings issued by Lighting and General are approximate only and are intended only to present to intending customers a general description of the Goods to which they refer and will not form part of the contract.

11. LIMITATION OF LIABILITY

11.1 Subject to clauses 9 and 10 above, the following provisions set out the entire financial liability of Lighting and General (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

11.1.1 any breach of these Conditions; and

11.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these Conditions excludes or limits the liability of Lighting and General for death or personal injury caused by the Lighting and General's negligence.

11.4 Subject to clauses 11.1 and 11.2:

11.4.1 Lighting and General's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance of this Contract shall be limited to the contract price; and

11.4.2 Lighting and General shall not be liable to the Customer for any indirect or consequential loss or damage, costs or expenses which arise out of or in connection with the Contract.

12. TERMINATION

Lighting and General may, without prejudice to its other rights and remedies, terminate the Contract or any unfulfilled part of it or withhold further deliveries or make partial deliveries if:

12.1 the Customer fails to make payment on the due date under this or any other contract with Lighting and General;

12.2 the Customer purports to cancel or suspend, or commit any breach of, this or any other contract between the Customer and Lighting and General;

12.3 the Customer becomes insolvent or makes any composition with its creditors or has a receiver appointed of all or any part of its undertaking or assets or goes into liquidation (save for the purposes of amalgamation or reconstruction), and Lighting and General shall be entitled to recover from the Customer all of its loss including any loss of profit or loss of re-sale.

13. GOVERNING LAW

These Conditions are subject to and shall be construed in accordance with English law and the Courts of England shall have exclusive jurisdiction to settle any dispute arising from or connected with these Conditions.