Terms and Conditions

TERMS AND CONDITIONS OF WEBSITE USE

Below are our terms for the use of this Website, whether as a guest or a registered user – please read these terms carefully before using this Website.

These terms are an agreement (“Agreement”) between you and TM Lighting about your use of this Website and the information contained in or available through this Website and should be read in conjunction with our privacy policy. If you do not agree to these terms in full please leave this Website and do not make use of our services. By remaining on this Website and/or making use of our services you are deemed to accept these terms in full. Our terms and our privacy policy are updated from time to time, e.g. to reflect changes in our services and this Website. Please return to these terms from time to time and note any changes, as they are binding on you. Protecting your privacy is very important to us: please review our privacy policy https://tmlighting.com/privacy-policy/

which explains how we treat your personal information and protect your privacy.

1 Definitions

1.1 www.tmlighting.com “Us”, “Our” and “We” all refer to this Website, or the owner of it, which Website belongs to TM Lighting, a private company registered in England and Wales with its registered office address Company Registration No: 07992545.  Registered Office: Attention: REGISTERED OFFICE ADDRESS, First Floor Thavies Inn House, 3-4 Holborn Circus, London,EC1N 2HA, London, United Kingdom. Main trading address is at 7 Cubitt Street, London , WC1X 0LN. TM Lighting is a trading name and registered trademark of TM Lighting.

1.2 “You” refers to you the visitor and, or customer.

1.3 “Website” means this website at www.tmlighting.com

2 Access to website

2.1 You can access most parts of this Website without having to register any details with us. This includes all articles, guides, news and product information pages within the Website. [Access to our customer control panel is only available to registered members.]

2.2 It is for you to make the proper arrangements for you to access this Website. You are responsible for ensuring that all persons who access the Website through your Internet connection are aware of this Agreement, and that they comply with it.

2.3 Our Website is intended for people in the United Kingdom. Content available on our site may not be suitable or accessible from other countries. We may restrict the availability of our Website or our services or goods to any person or country at any time without prior notice. If you access our site from outside the United Kingdom, you do so at your own risk.

3 Use of website and services

3.1 Any material that is available free of charge on this Website you are permitted to use for your own personal use, but not for distribution (including sharing or making available for use by others by any means, whether free of charge or for payment) or resale. You promise that you will not resell or otherwise attempt to commercially benefit from the Website content.

3.2 All intellectual property (including without limitation copyright) in this Website and its content belongs to us or our licensors and are protected by copyright laws around the world. You have permission to print one copy and download extracts of any web page(s) from our Website for (a) your personal use and (b) to mention to colleagues in your organisation. You do not have permission to use any illustrations, photographs, video or audio files separately from any accompanying text. Our status (and that of any identified contributors) as the authors of material must always be acknowledged and you must not use the material on the Website in a derogatory manner.

3.3 Otherwise than in accordance with clause 3.1, no part of this Website may be used without our prior permission.

3.4 If, in breach of these terms of use, you print off, copy or download any part of our Website, then your right to use our Website and is contents is automatically revoked – you must then immediately destroy any copies you have made of any part of our Website.

3.5 We do not guarantee that our Website will be free from bugs or viruses or protected at all times against hacking. You are responsible for setting up your computer to access our Website and using appropriate firewall and virus protection software.

3.6 Our terms and conditions of supply are covered in our product warranty which will apply if you purchase goods or services from our Website.

4. Site uptime

4.1 We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and, other technical issues. Therefore we will not be liable if this Website is unavailable at any time. We do not guarantee that our Website, or any content on it, will be available uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.

4.2 This Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give our visitors advance warning of maintenance issues, but shall not be obliged to do so.

5. Visitor conduct

5.1 With the exception of personally identifiable information, the use of which is covered under our privacy policy, any material you send or post to this Website shall be considered non-proprietary and not confidential. Unless you advise us to the contrary, we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.

5.2 When using this Website you must not attempt unauthorised access to our Website, the servers on which our Website or database are stored or any servers, computer or database connected to our site, and you shall not post or send to or from this Website any material:

5.2.1 or which you have not obtained all necessary consents;

5.2.2 that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom; or

5.2.3 which is harmful in nature, including, and without limitation, denial-of-service attacks, computer viruses, trojans, worms, logic bombs, corrupted data, or other potentially harmful software or data.

5.3 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

5.4 We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this Website in breach of Paragraph 5.2.

5.5 If a third party alleges that content posted by you on our site is in breach of their intellectual property rights or their right to privacy, we may disclose your identity to such third party.

5.6 We reserve the right to remove any posting you make on our Website for any reason and without notice, but particularly if your post does not comply with these terms of use.

6 Your account and password

6.1 If you choose, or you are provided with, a user log-in or password as part of our security procedures, you must keep such information confidential.

6.2 If in our reasonable opinion you have breached these terms of use, then we may disable any user log-in or password at any time.

6.3 If you suspect anyone else knows your user log-in or password, you must promptly notify us at info@tmlighting.com You can also use this email address if you have problems with logging in or access.

7 Links to and from other websites

7.1 Any links to third party websites located on this Website are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from this Website, it is at your own risk. We will not be liable for any loss or damage that may arise from your use of them.

7.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, any page on this Website, and subject to the following conditions:

7.2.1 you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed to by us in writing;

7.2.2 you do not misrepresent your relationship with us or present any false information about us;

7.2.3 you do not link from a website that is not owned by you; and

7.2.4 your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.

7.3 If you choose to link to our Website in breach of Paragraph 7.2 you shall fully indemnify us for any loss or damage suffered as a result of your actions.

8 Disclaimer and exclusion of liability

Please read carefully

8.1 Our Website is made available free of charge. We take reasonable steps to ensure that the information on this Website is correct at the time of first publishing. However, we do not guarantee the correctness or completeness of material on this Website or the absence of inaccuracies, omissions or typographical errors. We may make changes to the material on this Website at any time and without notice, including corrections. The material on this Website may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up-to-date. We are not liable to send you notice of any changes or corrections made.

8.2 The material at this Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this Website on the basis that we exclude all representations, warranties and conditions which but for these Terms may have effect in relation to this Website.

8.3 All information and services are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions with regard to this information and services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

8.4 Any information on the Website in many cases will be an abbreviated and simplified summary for general use or general guidance only, and is not a substitute for taking specific advice on your own situation from an appropriate expert. Before taking, or refraining from, any action on the basis of the content of our Website, you must obtain suitable advice from a professional or specialist.

8.5 You use the Website at your own risk – neither we, nor our agents, employees and sub-contractors, shall be liable to you or any other party for any losses or damages whatsoever or howsoever arising in connection with the website (whether under these terms and conditions or other contract or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence).

8.6 Neither we nor any other party (whether or not involved in producing, maintaining or delivering this Website) shall be liable or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our Website. This exclusion shall include (without limitation) servicing or repair costs and any other direct, indirect or consequential loss, and whether in tort, contract or otherwise in connection with this Website.

8.7 We shall have no liability to any users for loss (whether in contract, tort, including without limitation negligence, breach of statutory duty or otherwise, and whether foreseeable or not) relating to:

8.7.1 use of, or inability to use, our Website; or

8.7.2 use of, or reliance on, the contents of our Website.

8.8 In addition if you are a business user, we will not be liable to you for:

8.8.1 lost profit or turnover;

8.8.2 interruption or disruption of your business;

8.8.3 your failure to make anticipated savings;

8.8.4 lost business opportunities or damage to your goodwill or reputation; or

8.8.5 indirect or consequential losses.

8.9 In addition if you are a consumer, you agree not to use our site for any commercial or business purposes, and we shall have no liability to you for anything mentioned in Paragraphs 8.8.1 to 8.8.5.

8.10 We shall have no liability to you for any losses caused by a distributed denial-of-service attacks, computer viruses, trojans, worms, logic bombs, corrupted data, or other potentially harmful software or data that may damage your computer system, software and data from your use of our Website or your downloading of any content on it, or on any website linked to it.

8.11 Nothing in these Terms shall exclude or limit liability for (i) death or personal injury caused by negligence (as defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under English law.

9 Miscellaneous

9.1 If any part of this Agreement is determined to be invalid or unenforceable under any applicable law, including, but not limited to, the above disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed to be replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect.

9.2 Unless otherwise specified, this Agreement constitutes the entire Agreement between you and us with respect to the use of the Website and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to the use of the Website.

9.3 You must not assign or otherwise transfer the Agreement, or any right granted under it, without our written consent. We can freely transfer our rights under the Agreement.

9.4 Any failure by us to enforce or exercise any provision of the Agreement, or any related right, will not be a waiver of that provision or right.

9.5 We may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, postings on the Website, or other reasonable means now known or developed in the future.

10 Governing jurisdiction

10.1 These Terms shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with these Terms are subject to the exclusive jurisdiction of the courts of England and Wales.

TERMS & CONDITIONS OF SALE

 1. Our contract with you 

1.1 Your Order constitutes an offer by You to purchase Goods and/or Services in accordance with these Conditions. 

1.2 This Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Us which is not set out in the Contract. 

1.3 Any samples, drawings, descriptive matter or advertising issued by Us and any descriptions of the Goods or illustrations or descriptions of the Services contained in Our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force. 

1.4 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

1.5 Any quotation given by Us shall not constitute an offer, and is only valid for a period of 90 days from its date of issue. 

1.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified. 

2. Goods

2.1 The Goods are described in Our catalogue as modified by any applicable Goods Specification. 

2.2 You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Our use of the Goods Specification. This clause 2.2 shall survive termination of the Contract. 

2.3 We reserve the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements. 

3. Delivery of goods

3.1 We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location). 

3.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. 

3.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. 

3.4 If We fail to deliver the Goods, Our liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. 

3.5 If You fail to accept or take delivery of the Goods within 30 days of Our notifying You that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Our failure to comply with its obligations under the Contract in respect of the Goods: 

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day following the day 

on which We notified You that the Goods were ready; and 

(b) We shall store the Goods until delivery takes place, and charge You for all related costs and expenses (including insurance). 

3.6 If 30 days after We notify You that the Goods were ready for delivery You have not accepted delivery of them, We may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to You for any excess over the price of the Goods or charge You for any shortfall below the price of the Goods. 

4. Quality of goods

4.1 We warrant that on deliver the Goods shall conform in all material respects with their description and any applicable Goods Specification and be free from material defects in design, material and workmanship. 

4.2 Subject to clause 4.3, if: 

(a) You give notice in writing within a reasonable time (and in any event by not later than 5 days) of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1; 

(b) We are given a reasonable opportunity of examining such Goods; and 

(c) You (if asked to do so by Us) return such Goods to Our place of business at the Your cost, 

We shall, at Our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 

4.3 We shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1 if: 

(a) You make any further use of such Goods after giving a notice in accordance with clause 4.2; 

(b) the defect arises because You failed to follow Our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; 

(c) the defect arises as a result of Our following any drawing, design or Goods Specification supplied by You; 

(d) You alter or repair such Goods without Our written consent;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; 

(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 

4.4 Except as provided in this clause 4, We shall have no liability to You in respect of the Goods’ failure to comply with the warranty set out in clause 4.1. 

4.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Us under clause 4.2. 

5. Title and risk

5.1 The risk in the Goods shall pass to You on completion of delivery. 

5.2 Title to the Goods shall not pass to You until the earlier of: 

(a) Our receiving payment in full (in cash or cleared funds) for the Goods; and 

(b) You resell the Goods, in which case title to the Goods shall pass to You at the time specified in clause 5.4. 

5.3 Until title to the Goods has passed to You, You shall: 

(a) store the Goods separately from all other goods held by You so that they remain readily identifiable as Our property; 

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Our behalf from the date of delivery; 

(d) notify Us immediately if You become subject to any of the events listed in clause 12.2(b) to clause 12.2(m). 

5.4 Subject to clause 5.5, You may resell or use the Goods in the ordinary course of its business (but not otherwise) before We receive payment for the Goods. However, if You resell the Goods before that time: 

(a) You do so as principal and not as Our agent; and 

(b) title to the Goods shall pass from Us to You immediately before the time at which resale by You occurs. 

5.5 If before title to the Goods passes to You, You become subject to any of the events listed in clause 12.2(b) to clause 12.2(m), then, without limiting any other right or remedy We may have: 

(a) Your right to resell Goods or use them in the ordinary course of its business ceases immediately; and 

(b) We may at any time: 

(i) require You to deliver up all Goods in Your possession which have not been resold, or irrevocably incorporated into another product; and 

(ii) if You fail to do so promptly, enter any of Your premises or of any third party where the Goods are stored in order to recover them. 

6. Supply of services 

6.1 We shall provide the Services to You in accordance with the Service Specification in all material respects. 

6.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified, but any such dates s hall be estimates only and time shall not be of the essence for the performance of the Services. 

6.3 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify You in any such event. 

7. Your obligations 

7.1 You shall: 

(a) ensure that the terms of the Order and (if submitted by You) the Goods Specification are complete and accurate; 

(b) co-operate with Us in all matters relating to the Services; 

(c) provide Us, Our employees, agents, consultants and subcontractors, with access to Your premises, office accommodation and other facilities as reasonably required by Us to provide the Services; 

(d) provide Us with such information and materials as We may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 

(e) keep and maintain all of Our materials, equipment, documents and other property (Our Materials) at Your premises in safe custody at its own risk, maintain Our Materials in good condition until returned to Us, and not dispose of or use Our Materials other than in accordance with Our written instructions or authorisation; and 

7.2 If Our performance of any of Our obligations in respect of the Services is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Your Default): 

(a) We shall without limiting Our other rights or remedies have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations to the extent Your Default prevents or delays Our performance; 

(b) We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of its obligations as set out in this clause 7.2; and

You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from Your Default. 

8. Charges and payment 

8.1 The price for Goods and/or Services shall be the price set out in the Order or, if no price is quoted, the price set out in Our published price list as at the date of delivery. 

8.2 We reserve the right to increase the price of the Goods and/or Services, by giving notice to You at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to Us that is due to: 

(i) any factor beyond Our control (including foreign exchange fluctuations, increases in taxes, labour, materials and other manufacturing costs); 

(ii) any request by You to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the Goods Specification and/or Service Specification; or 

(iii) any delay caused by any of Your instructions or Your failure to give Us adequate or accurate information or instructions for the Goods and/or Services. 

8.3 Your obligation (under this Contract) to pay in full arises on You entering into this Contract. 

8.4 You shall pay each invoice submitted by Us within 7 days of the date of the invoice or on the date otherwise stated on the terms of payment on the relevant invoice; and in full and in cleared funds to a bank account nominated in writing by Us, and time for payment shall be of the essence of the Contract. 

8.5 All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). You shall, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods. 

8.6 If You fail to make any payment due to Us under the Contract by the due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount. 

8.7 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting its other rights or remedies, set off any amount owing to it by You against any amount payable by Us to You. 

9. Intellectual property and rights

9.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by Us. 

9.2 All Our Materials are Our exclusive property. 

10. Confidentiality

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 10 shall survive termination of the Contract. 

11. Limitation of liability

11.1 Nothing in these Conditions shall limit or exclude Our liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or defective products under the Consumer Protection Act 1987. 

11.2 Subject to clause 11.1: 

(a) We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 

(b) Our total liability to You for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100,000. 

11.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

11.4 This clause 11 shall survive termination of the Contract. 

12. Termination 

12.1 The parties agree that they may only terminate the Contract where permitted in accordance with this clause 12.

12.2 Without limiting our rights or remedies We may terminate the Contract by giving You not less than 30 days written notice. 

12.3 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: 

(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 5 days after receipt of notice in writing to do so; 

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; 

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; 

(e) the other party (being an individual) is the subject of a bankruptcy petition or order; 

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); 

(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(b) to clause 12.2(i) (inclusive); 

(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; 

(l) the other party’s financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or 

(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 

12.4 Without limiting its other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under this Contract on the due date for payment. 

12.5 Without limiting its other rights or remedies, We may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between You and Us if You fails to pay any amount due under this Contract on the due date for payment. 

12.6 On termination of the Contract for any reason: 

(a) You shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt; 

(b) You shall return all of Our Materials and any Deliverables which have not been fully paid for. If You fail to do so, then We may enter Your premises and take possession of them. Until they have been returned, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; 

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect. 

13. Force Majeure 

13.1 For the purposes of this Contract, Force Majeure Event means without limitation an event beyond Our reasonable control including but not limited to epidemics, pandemics, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 

13.2 We shall not be liable to You as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 

13.3 If the Force Majeure Event prevents Us from providing any of the Services and/or Goods for more than 2 weeks, We shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to You. 

14. General

14.1 Notices. 

(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office and shall be deemed to have been received one Business Day after transmission/posting/hand delivery. 

(b) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action 

14.2 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 

14.3 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

14.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms. 

14.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Us. 

14.6 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 

14.7 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). 

15. Definitions 

15.1 In these Conditions, the following definitions apply: 

Commencement Date: the date on which We issue written acceptance of the Order. 

Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5. 

Contract: the contract between You and Us for the supply of Goods and/or Services in accordance with these Conditions. 

Deliverables: the deliverables set out in the Order. 

Delivery Location: meaning as set out in clause 3.1. 

Force Majeure Event: meaning as set out it in clause 13.1. 

Goods: the goods (or any part of them) set out in the Order. 

Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by You and Us. 

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

Order: Your order for the supply of Goods and/or Services, as set out in Your purchase order form, or Your written acceptance of Our quotation, or overleaf, as the case may be. 

Our Materials: meaning as set out in clause 7.1(e). 

Services: the services, including the Deliverables, supplied by Us to You as set out in the Service Specification below. 

Service Specification: the description or specification for the Services provided in writing by Us to You. 

We or Us: TM Lighting Limited registered in England and Wales with company number 07992545. 

You: you, the person or firm who purchases the Goods and/or Services from Us.