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Terms and Conditions


1. INTERPRETATION

1.1 In these conditions.

"Buyer' means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the

Goods is accepted by the Seller.

"Goods" means the goods (including any installment of the goods or any parts for them) which the seller supply in

accordance with these conditions.

"Seller" means Countrywide Electrical Distributors Limited whose registered office is 44-

48 Freshwater Road, Dagenham Essex RM8 1RX England

"Conditions" means the standard terms and conditions of the sale set out in this document and (unless the context

otherwise requires) includes any special terms and conditions agreed in writing between the buyer and the seller.

"Contract" means the contract for the purchase and sale of goods.

"Writing" includes telex, cable, facsimile transmission and comparable means of communication.

1.2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as

amended, re-enacted or extended at the relevant time.

1. 3 The headings in these conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE

2.1 The seller shall sell and the buyer will purchase the goods accordance with the written quotation of the seller which is

accepted by the buyer, or any written order by the buyer which is accepted by the seller, subject in either case to these

conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any

such quotation is accepted or purported to be accepted, or any such order is made purported to be made, by the

buyer.

2.2 No variations to these conditions shall be binding unless agreed in writing between the authorised representatives of

the buyer and the seller.

2.3 The seller's employees or agents are not authorised to make any representatives concerning goods unless confirmed

by the Seller in writing. In entering into the Contract the buyer acknowledges that it does not rely on, and waives any

claim for breach of, any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller or its employees or agents as to the storage, application or use of

goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and

accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any in any sales literature, quotation, price list, acceptance of

offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability

on the part of the Seller.

3. ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless confirmed in writing by the

Seller's authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of the order (including any applicable

specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the goods

within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation

(if accepted by the Buyer) or the Buyer's order / if accepted by the Seller,).

3.4 If the goods are to be manufactured or any process is to be applied to the goods by the Seller in accordance with a

specification submitted by the Buyer, the Buyer shall indemnify, the Seller against all loss damages, costs and expenses

awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement

of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property

rights of any other person which results from the Seller's use of the Buyers specification.

3.5 The Seller reserves the right to make any changes in the specification of the goods which are required to conform with

any applicable safety or other statutory requirements or, where the goods are to be supplied to the Seller s specification,

which do not materially affect their quality or performance.

3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in the writing

of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit),

costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a

result of cancellation.

4. PRICE OF THE GOODS

4.1 The price of the goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is

longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order. Where

the Goods are supplied for export from the United Kingdom, the Seller's published price list shall apply. All prices quoted

are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the

Seller without given notice to the Buyer.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the

Goods to reflect any increase in the cost to the Seller which is due to any factors beyond the control the Seller (such

as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in

the costs of labour, materials or other costs of manufacture), any change to delivery dates, quantities or specifications

for the Goods which is requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the

Buyer to give the Seller adequate information and instructions

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise

agreed in writing between the Buyer and Seller, all prices are given by the Seller on an ex work basis, and where the

Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's

charge for transport, packaging and insurance.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the

Seller.

4.5 The cost of pallets and returnable containers will be charged to the Buyer in additions to the price of the Goods, but

full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice

the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected

by the Buyer or the Buyer has wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled

to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for

collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other

deductions) within 30 days of the date of the Seller's monthly statement, notwithstanding that delivery may not have

taken place and the Property of he Goods has not passed to the Buyer. The time of Payment of the price shall be of

the essence of the contract. Receipts for payment will be issued only upon request.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other or remedy available to the

Seller, the Seller shall be entitled to:

5.3.1 Cancel the contract or suspend any further deliveries to the Buyer

5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other

contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation

by the Buyer ): and

5.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 percent

per annum above Barclays Bank Plc base rate from time to time, until Payment in full is made (a part of a

month being treated as a full month for the purpose of calculating interest.

6. DELIVERY

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Sellers premises at the time after the

Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the

Seller, by the Seller delivering the Goods to that place.

6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in

delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by

the Seller in writing. The Goods may be delivered by the S eller in advance of the quoted delivery date upon giving reasonable

notice to the Buyer.

6.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by

the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer

in respect of any one or more installments shall not entitle he Buyer to treat the Contract as a whole as repudiated.

6.4 It the Seller fails to deliver he Goods for any reason other than any cause beyond the Seller, reasonable control or the

Buyer's, fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any)

of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the

price of the Goods.

6.5 If the Buyer fails to lake delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated

for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the

Seller's, fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6. 5. 1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of

storage, or

6. 5. 2 sell the Goods at the best Price readily obtainable and (after deducting all reasonable storage and selling

expenses) account to the Buyer for the excess over the price under the Contract or charge in, Buyer for any

shortfall below the price under the Contract.

7. RISK AND PROPERTY

7. 1 Risk of damage to or loss of the Goods shall pass to the Buyer.

7. 1. 1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that

the Goods are available for collection; or

7. 1. 2 in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the

Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of he

Goods.

7. 2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property

in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the

price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary

agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored,

protected and insured and identified as the Seller's Property. Until that time the Buyer shall be entitled to resell or use

the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise

of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate

from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored,

protected and insured.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and

have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller

and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods

are stored and repossess the Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the

Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller

shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. WARRANTIES AND LIABILITY

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at

the time of delivery and will be free from defects in material and workmanship for a period of one month from the date

of their initial use or one month from delivery, whichever is the first to expire,

8.2 The above warranty is give, by the Seller subject to the following conditions:

8.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or

specification supplied by the Buyer;

8.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence,

working conditions failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration

or repair of the Goods without the Seller's approval;

8.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if

the total price for the Goods has not been paid by the due date for payment;

8.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect

of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the

manufacturer to the Seller.

8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer

(within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by

statute or common law are excluded to the fullest extent permitted by law.

8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transaction (Restrictions on

Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions).

8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond

with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days

from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable

time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller

accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or

failure, and the Buyer shall be bound to pay the price as if the Goods has been delivered in accordance with the contract.

8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the

Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall

be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the

Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the

Buyer.

8. 7 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the

Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law,

or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise),

costs. expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence

of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the

Goods or their use or resale by the Buyer, except as expressly provided in these Conditions. .

8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing,

or any failure to perform, any of the Seller's obligation in relation to the Goods, if the delay or failure as due to

any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following

shall be regarded as causes beyond the Seller s reasonable control.

8.8.1 Act of God, explosion, flood, tempest, fire or accident:

8.8.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.8.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental,

parliamentary or local authority;

8.8.4 Import or export regulations or embargoes;

8.8.5 Strikes. lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a

third party);

8.8.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery'

8.8.7 Power failure or breakdown in machinery.

9. INDEMNITY

9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright,

design trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the

Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the

claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that;

9.1.1 The Seller is given full control of any proceedings or negotiations in connection with any such claim;

9.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

9.1.3 Except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such

proceedings without the consent of the Seller (which shall not be unreasonably withheld);

9.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the

Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer

recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

9.1.5 The Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages

and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the ii of the Buyer

(which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim;

and

9.1.6Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take

such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or

expenses for which the Seller is liable to indemnify the Buyer under this clause.

10. INSOLVENCY OF BUYER

10.1 This clause applies if:

10.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order

or (being an individual or firm/ becomes bankrupt or (being a company) goes into liquidation (otherwise than

for the purposes of amalgamation or reconstruction); or

10.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer or

10.1.3 The Buyer ceases, or threatens to cease, to carry on business or

10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the

Buyer and notifies the Buyer accordingly.

10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled

to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if

the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding

any previous agreement or arrangement to the contrary.

11. GENERAL

11.1 Any notice required or permitted to be given by either party, to the other under these Conditions shall be in Writing

addressed to that other party at is registered office or principal place of business or such other address as may at the

relevant time have been notified pursuant to this provision to the party giving the notice.

11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent

breach of the same or any other provision.

11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in

part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be

affected thereby.

11.4 The Contract shall be governed by the laws of England.