Terms & Conditions of Quotation and Sale of Goods
Whilst every care is taken with the information contained on our website and on our documentation, LEDspan do not accept any liability from the use of such data.The prices quoted are subject to LEDspan’s terms and conditions of Quotation and sale of goods. Full copies of which are available on request from our sales office. All prices quoted are exclusive of VAT.
These T&C shall prevail over any terms put forward by the purchaser, unless LEDspan agrees to them expressly in writing. No conduct by LEDspan shall be deemed to constitute acceptance of any terms put forward by the purchaser.
Price and Payment
Unless otherwise stated, all prices are EXW (Incometerms@2020) at our LEDspan designated warehouse. Prices do not include the cost of insurance, foreign taxes or duties, or any other charges which may be applicable to the export or import of the goods. If an Incoterm other than EXW is agreed, a further incremental charge will be added to the price to cover the extra cost. Any such extra costs shall be reflected in the invoice send to the Purchaser. LEDspan reserves the right to charge, without prior notice, interest at the annual rate of 5 (five) per cent over EURIBOR 1 month (Euro Interbank Offered Rate) on all overdue accounts , such interest will accrue on a day-to-day basis and will be charged in the same currency as the overdue amount. Any error of any kind whatsoever in any invoice of LEDspan shall be notified to LEDspan within seven (7) days of receipt of such invoice by the Purchaser. Failure to notify as herein required shall mean that the Purchaser is deemed to accept that invoice is correct in all respects.
It is expressly agreed that the goods remain the property of LEDspan until complete payment for the goods has been received. Only at this time will title of ownership pass to the Purchaser.
Notwithstanding the ownership may not have passed to the Purchaser, as provided for in condition 2 (Title) , the risk of loss shall pass to the Purchaser at the time of delivery to the Purchaser, its agent, or any carrier in accordance with EXW Incoterm 2020 unless another Incoterm has been agreed by both parties in writing.
The sales contract may not be assigned or transferred by the Purchaser without the prior consent of LEDspan. LEDspan may assign or transfer without the necessity of consent.
(a) Except if otherwise mentioned on any document issued by LEDspan (order acknowledgement, invoice , or other) all shipments are made EXW Incoterms 2020 at LEDspan designated warehouse. Unless agreed with the Purchaser, LEDspan shall select the method of transportation, including place of storage, if necessary, in accordance with the shipping conditions current at the time of or during shipment. Upon the Purchaser’s written consent, LEDspan will arrange to obtain ocean freight space, relevant insurances (which shall include standard warehouse to warehouse coverage) and forwarders services. All such charges shall be payable by the Purchaser. (b) All shipments are made for the Purchaser’s account. If shipments are delayed because of delayed payments or insufficient or delayed shipping instructions from the Purchaser, the Purchaser shall be charged for storage costs beginning immediately after LEDspan notice that the goods ordered is ready for shipment and, if the goods are stored in LEDspan factory, for not less than one per cent of the amount invoiced. (c) Partial shipments may be made, and payments therefore shall become due in accordance with the terms hereof, as shipments are made and invoices raised, (d) claims for shortages must be by the Purchaser withing two days of receipt of goods.
Delivery and Delays
Shipment dates are understood to be estimated and in no event shall such dates be construed as falling within the meaning of “time is of the essence” or other broadly similar concepts having the same legal effect. LEDspan shall not be liable for loss, damage, detention, delay or completion of an order due to acts of God, acts of terrorism, war, riots, civil insurrection, strikes, work stoppages, fires, accidents, acts of civil or military authority including government laws, embargoes, orders, priorities, or regulations, delay in transportation, shortages, delay by suppliers of materials, acts of the Purchaser or any other causes whatsoever beyond the reasonable control of LEDspan. Acceptance of delivery shall constitute a waiver of all claims for damages by reason of delay in deliveries LEDspan will quote separately for carriage based on the size / quantity of the order. Additional carriage charges for next day, timed deliveries or designated vehicles will be made in addition and notified to the client. It is the client’s responsibility to provide accurate delivery addresses, contact details and any additional relevant delivery instructions. LEDspan need to have any specific requirements noted on the purchase order, i.e. – specific reference numbers, contact details, times of deliveries being accepted, etc. If requirements are requested after the order has been placed, it will not always be possible to action these requests.All delivery dates quoted are estimated, and are not guaranteed and do not form a term of this contract. All deliveries will take place within normal working hours Monday to Friday 9am to 5pm as long as the delivery address is without timed or physical restrictions. LEDspan will not be liable for any consequential costs of late delivery or damaged goods on arrival. LEDspan will endeavour to maintain the delivery dates quoted and all dates are given in good faith. Any damaged or short delivered items must be reported within 48 hours of goods being accepted. It is recommended that all items and information are checked prior to any critical or irreversible action taking place.
Unless otherwise stated, the Purchaser shall pay all VAT, sales and other taxes and levies of whatever nature chargeable on the purchase price of the goods.
(a) The Purchaser agrees that it shall make no deduction or set off against sums due to LEDspan for the sale of goods to the Purchaser, unless LEDspan has issued a credit note in the amount of such deduction or set off.
(b) Payment must be made in the currency redefected on the invoice.
Specifications and Improvements
Unless expressly otherwise provided, LEDspan’s specifications concerning the goods are subject to change by LEDspan in the course of manufacture without the notice to the Purchaser. It is LEDspan policy to constantly strive to improve its goods. LEDspan , therefore, reserves the right, to make changes in design, and other changes, whenever LEDspan believes its goods will be improved thereby, but without obligation to incorporate such changes retroactively
LEDspan offers a 5-year warranty against manufacturing and material defects on all products branded LEDspan. This warranty is valid from the invoice date and applies to manufacturing and material defects if the products have been used and installed in accordance with their intended purpose and application, in a professional and legal manner and in accordance with the product datasheets, service manuals and installation instructions, and within the specified operational environment. The warranty does not cover any type of consequential loss or failures due to exposure to extreme conditions beyond the control of LEDspan. This warranty does not include the following: Parts that need to be replaced or maintained due to normal wear and tear ie. Batteries which have a warranty of 1 year. Failures due to compatibility issues between the products and the installation and testing environment. Products that have been modified or repaired by unauthorized personnel. Normal scheduled maintenance and repairs.LEDspan shall make every reasonable effort to have repaired or replaced free of charge any goods which are, or become, defective through any fault in design, material or workmanship in the manufacture thereof, provided that such defects occurs within the lesser of 12 months of the date of manufacture and provided that the client notifies LEDspan of any such defects immediately when it occurs.
Limitations of Liability
We will look to insert exemption or limitation of liability clause into a standard contract/sales agreement that seeks to exclude or limit the liability of LEDspan to the specific limits set out under our insurance policy. (i.e.) a liability cap.
Purchaser shall comply with all applicable laws and regulations including but not limited to anti-corruption, anti-money laundering, anti-terrorism, export control, economic sanction and anti-boycott laws, regulations, and administrative requirements applicable to the Purchaser or its services. Purchaser will not, nor shall it permit any of its sub purchaser to sell, resell, export, re-export , distribute , transfer, or dispose of the goods either directly or indirectly to persons or territories prohibited by the export control or sanctions laws of the Unites States of America, European Union, or other applicable jurisdictions.
Violations of Law
LEDspan shall not be bound by or required to adhere to any term or provision of a purchase order, quotation, bid, letter of credit or like document or any provision of law regulation or custom , which would cause LEDspan , its parent, or any of its affiliates to be in violation of or fail to comply with the export control laws, sanctions laws, taxing statutes or regulations of the country wherein the goods is manufactured or form which it is exported or of which it is otherwise subject to jurisdiction.
In the event that the goods sold hereunder is to be used in a nuclear facility, the Purchaser and/or owner of the facility hereby releases and agrees to indemnify LEDspan and its suppliers for any nuclear damage, occurring on site or off-site, including loss of use, in any manner arising out of a nuclear incident, whether alleged to be due in whole or in part to the negligence or otherwise of LEDspan or its suppliers.
Governing Law & Jurisdiction
(a) This Contract shall be governed by the laws of Republic of Ireland with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980). (b) Any dispute, controversy or claim arising out of or relating to this Contract, or the breach, termination, or invalidity thereof, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Dublin, Republic of Ireland. The language to be used in the arbitral proceedings shall be English.
As part of our terms and conditions of sale, under no circumstances may goods supplied against a purchase order be returned without receiving a written consent from LEDspan. A charge will be applied of a minimum of 25% of the value of the request for returns, for re-handling and administration. Any goods agreed for return must be received in original un-opened packaging and be of re-saleable quality. Items that have been modified as per client’s request cannot be returned. Items must be returned within 7 working days of the acceptance confirmation. Debit notes will not be accepted on returns until written approval has been granted.
Material Price Fluctuation
Prices are held for fourteen (14) days from receipt of our offer and become the Base Price.In the event that there are significant increases in the prices that Contractor pays for materials and supplies for the work to be performed between the date the Agreement is signed and the date that materials are purchased for the work to be performed, Contractor shall be entitled to additional compensation from Customer as described herein. A significant increase in price is defined herein as an increase as to any specific items of materials of five percent (5%) or more as described and identified pursuant to the jurisdiction Contractor determines in the following at the time of purchase, or Current Price:
London Metal Exchange (LME) https://www.lme.com/
Harmonised Index of Consumer Price (HICP) https://ec.europa.eu/eurostat/web/hicp
European Central Bank Area-wide Leading Inflation CyclE (ALICE)USA Producer Price Index (PPI) https://www.bls.gov/pPI/
Using the following to determine the percentage to be applied to the Base Price due to an increase:
Percentage to be applied = Current Price in accordance with the above (CP) – Base Price at time of offer (BP)
CBase Price at time of offer (BP)
In such a case, Customer shall pay to Contractor, on request, all sums by which the cost to Contractor for any such items of materials has increased beyond 5% in accordance with the above This would apply, but not be limited to price increases in aluminium, steel, sheet metal, timber and derivatives, Rockwool, fuel, manufactured products, and equipment. Contractor may at its discretion demonstrate this price increase through the use of quotes, supplier list prices, invoices, or receipt. Contractor shall not be responsible for increased prices of materials when caused by delays, shortages, or unavailability of materials due to conditions not caused by Contractor.
These T&C are in English but LEDspan, at its own discretion, may make available translations in other languages. In case of discrepancies between the translation and the English version, the English version shall always prevail.
All formal notices or communications in connection with this Contract shall be in English.