Terms & Conditions

GENERAL CONDITIONS OF SALE

1. ACCEPTANCE AND AMENDMENT

1.1. These General Conditions shall apply to all tenders, offers quotations, acceptances,
agreements and deliveries relating to the sale of Goods by the Seller and the Buyer shall be
deemed to assent thereto.
1.2. No other conditions or modifications of these Conditions shall be binding on the Seller unless
a director of the Seller agrees thereto in writing making express references as to the
amendment of these Conditions and the Seller shall not be deemed to accept such other
conditions nor to waive any of these Conditions by failing to object to provisions contained in
any purchase order or other communication from the Buyer.

2. DEFINITIONS AND INTERPRETATION

2.1. In these Conditions:
“Contract” means the contract for the sale and purchase of the Goods (in which these
Conditions apply).
“Goods” means the goods (including any instalments of such goods) which the Seller is to
supply pursuant to or in connection with the Buyer’s purchase order and the Contract.
“Seller” means M-Light International Ltd.
“Buyer” means the person, firm or company placing an order with the Seller.
“WEEE” means The Waste Electrical & Electronic Equipment Regulations 2006 and any
subsequent amendments.
2.2 Any reference in these Conditions to any provision of statute shall be construed as a reference
to that provision as amended, re-enacted or extended at the relevant time.

3. SPECIFICATIONS

3.1 All descriptions, specifications, drawings, photographs, weights, dimensions, capacities,
prices, performance ratings and other data quoted or submitted by the Seller or included in any
sales literature, quotation, price list, acknowledgement of order, invoice or other document or
information issued by the Seller are to be deemed approximate only (except where stated in
writing to be exact) and the subject thereto none of such items or any part thereof shall form
part of the Contract (other than as approximations).
3.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price
list, acknowledgement, of order, invoice or other document or information issued by the Seller
shall be subject to correction without any liability on the part of the Seller.
3.3 The Seller reserves the right to make any changes in the specification of Goods which are
required to conform with any applicable safety or legal requirements or which do not
materially affect their quality or performance.

4. ORDERS

4.1 No order which has been accepted by the Seller may be cancelled by the Buyer except with
the agreement in writing of a director of the Seller and on the terms that the Buyer shall
indemnify the Seller in full against all loss (including loss of profit), costs (including the cost
of labour and materials used), damages, charges and expenses incurred by the Seller as result
of cancellation.
4.2 The Seller reserves the right to sell goods to and deal with any other customer whatsoever.

5. PRICES

5.1 Unless otherwise agreed in writing by the director of the Seller or stated on the Seller’s
quotation or acknowledgement of order the price payable by the Buyer for each delivery of the
Goods shall be that agreed between the Buyer and the Seller each time the Buyer places an
order for Goods.
5.2 Until an order has become binding on the Seller all prices are subject to change without prior
notice.
5.3 After an order has become binding on the Seller, all prices will have V.A.T added at the
appropriate rate and are subject to increase to reflect increases from time to time in list prices
and any increases in costs to the Seller (including without limitation costs of materials, labour,
transport and services and fluctuations in currency exchange rates and any tax, duty, fee or
charge imposed by the government or other authority) prior to delivery, any change in delivery
dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay
caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate
information or instructions.

6. PAYMENT

6.1 Unless otherwise agreed in writing or stated on the Seller’s quotation or acknowledgement of
order, the invoiced amount shall become due for payment not later than the end of the month
following the month of invoice at the due time as previously agreed with the Buyer and
confirmed in writing upon the opening of a Credit Account, Or (if earlier) upon the occurrence
of any circumstances where under, pursuant to the Contract or these Conditions, payment falls
immediately due. The time of payment shall be of the essence of the Contract.
6.2 The Seller reserves the right at any time before proceeding or proceeding further with an order
to demand full or partial payment of monies due and payable under the Contract and under
any other contract between the Seller and the Buyer.
6.3 If the Buyer defaults in any payment the Seller may in addition to exercising the right
contained in Condition 6.2 above suspend work, delay or withhold delivery or cancel the
Contract or any other Contract between the Seller and the Buyer and retain any progress
payments or payments on account already received under the Contract or under any other
contract between the Seller and the Buyer.
6.4 The Seller reserves the right to charge interest at an annual rate of two percent above the base
rate from time to time of the Royal Bank of Scotland Plc on all overdue monies.
6.5 The Seller shall have a lien on all undelivered Goods which the Buyer agrees to purchase from
the Seller for all monies due from the Buyer to the Seller under any contract between them and
the Buyer shall have no right of set-off in respect of such monies.
6.6 All rights and remedies afforded to the Seller in these Conditions for non-payment shall be in
addition and without prejudice to all other rights and remedies available to the Seller under the
Contract or at law.
6.7 All payments to the Seller by the Buyer must be by BACS transfer on or before the due date.
This will only be varied at the discretion of a Director and must be given in writing.

7. DELIVERY

7.1 Time of delivery is not of the essence of the Contract and may not be made so by notice, and
any time or date specified by the Seller as the time at which or date on which the Goods will
be delivered is given and intended as an estimate only and the Seller shall not be liable for any
loss, damage or expense however arising from delay in delivery.
7.2 The Seller reserves the right to make delivery by instalments, unless otherwise expressly
agreed in writing. The period during which delivery by instalments may be made and the
quantity of Goods delivered in each instalment shall be in the Seller’s discretion.
7.3 Where Goods are delivered in instalments, each delivery shall constitute a separate contract
(in which these Conditions apply (mutatis mutandis)) and failure by the Seller to deliver any
one or more of the instalments or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the Contract as repudiated.
7.4 Where the Contract provides for delivery by instalments at unspecified times over a period the
Buyer shall order all Goods and accept all deliveries thereof within 3 months from the issuing
of a formal purchase order to the Seller. If the Buyer fails to so order the Goods or accept all
such deliveries within such time the Seller shall be entitled to invoice the full balance of the
price of the Goods remaining to be ordered and/or delivered, the cost of which shall
immediately become due.
7.5 Where the Contract provides for delivery by instalments at specified times or intervals the
Buyer shall accept each delivery at the time specified. If the Buyer refuses or is unable to
accept any such delivery the Seller may terminate all future deliveries and treat the Contract as
repudiated and claim damages from the Buyer for breach of contract.
7.6 Delivery of more or less than the quantity or weight of the Goods due for delivery or the
inclusion therewith of goods of a different description not included in the Contract shall not
entitle the Buyer to reject the Goods delivered.
7.7 Notwithstanding any express agreement as to the date of delivery the Seller shall be entitled to
postpone or cancel delivery in whole or in part when it is delayed in or prevented from making
or obtaining any Goods or materials or parts or components or services therefor or making
delivery of Goods by strikes, lockouts, trade disputes or labour troubles or any cause beyond
the Seller’s reasonable control. In the event of cancellation, the Seller shall be paid pro rata for
Goods delivered or work done to the date of cancellation.
7.8 If the Buyer fails to take delivery of 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 (including its right to payment), the Seller may:-
i. store the Goods until actual delivery and charge the Buyer for the reasonable costs
(including insurance) of storage; and/or
ii. 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 the Buyer for any shortfall below the price under the Contract.
And the Buyer shall indemnify the Seller in full against all losses, damages, charges and
expenses incurred by the Seller directly or indirectly as a result of the Buyer’s said failure to
take delivery or give adequate delivery instructions to the extent that the Seller’s said losses,
damages, charges and expenses are not covered by any payments made or monies obtained
under paragraph (i) or (ii) above.

8. BUYER’S OBLIGATIONS AND CLAIMS ON DELIVERY

The Buyer will examine the Goods carefully within 3 days of taking delivery and notify the
Seller (and any carrier of the Goods for the Seller) in writing within 5 days of taking delivery
of any error in quantity or weight or description of the Goods delivered and within 10 days of
taking delivery of any damage to goods revealed by such examination and not caused since
delivery was taken.

9. RISK

Risk of damage to or loss of the Goods shall pass to the Buyer:-
i. in the case of the 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
ii. 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 the Goods.
Delivery to a carrier or to any person firm or company on the Buyer’s behalf shall constitute
delivery to the Buyer.

10. TITLE TO GOODS

10.1Property in the Goods shall remain with the Seller until the Seller has received in cash or
cleared funds payment in full of the price of Goods, all other goods ordered by or delivered to
the Buyer and any monies due from the Buyer to the Seller on any account whatsoever.
10.2Until 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 and
unmixed from those of the Buyer and third parties and properly stored, protected, insured and
identified as the Seller’s property. Until such time the Buyer shall be entitled to resell or use
the Goods in the ordinary course of its business. The Buyer shall account to the Seller for the
proceeds of sale of the Goods, whether tangible or intangible, including insurance proceeds,
and shall keep all such proceeds separate from any monies or property of the Buyer and third
parties and in case of tangible proceeds, properly stored, protected and insured.
10.3The Buyer shall ensure that in the event of any re-sale of the Goods in accordance with
Condition 10.2 the contract of sale between the Buyer and its purchaser shall contain a
retention of ownership clause which will have the same effect for the Buyer as Condition10.1
has for the Seller.
10.4Until 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 held and repossess the
Goods.
10.5Where the property in the Goods has not passed the Seller may nevertheless maintain an
action against the Buyer for the purchase price and all other monies owing to the Seller in
relation to the Goods notwithstanding Section 49 of the Sale of Goods Act 1979.

11. WARRANTIES AND LIABILITY

11.1Subject to the terms and conditions set out in this Condition 11, the Seller warrants to the
Buyer that the Goods will correspond with their specification at the time of delivery.
11.2The warranty in Condition 11.1 above is given by the Seller subject to the following
conditions: -
i. the Seller shall be under no liability in respect of any defect in the quality or condition of
the Goods or their failure to meet specification unless such defect or failure appears within
12 months of delivery and the Buyer notifies the Seller of its claim within 2 days of
Terms & Conditions Version V.08/01
delivery, if relating to transit damage, or within 7 days of discovering the alleged defect or
failure (if later) giving full details of the alleged defect(s) or failure(s);
ii. the Seller shall be entitled and shall be afforded the facilities to inspect and test the Goods
or products into which the Goods have been incorporated and the Seller shall be under no
liability if such Goods or products are found upon examination by the Seller not to be in
accordance with the specification and the Seller shall be entitled to recover from the Buyer
the Seller’s reasonable charges for any such inspection or testing;
iii. the Seller shall be under no liability in respect of any defect in the Goods or the products
into which the Goods have been incorporated arising from any drawing, design or
specification supplied by the Buyer;
iv. the Seller shall be under no liability in respect of any defect arising from fair wear and tear,
wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s
instructions (whether oral or in writing) misuse or alteration or repair of the Goods or the
products into which the Goods have been incorporated without the Seller’s prior Approval;
v. the Seller shall be under no liability under such 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;
vi. such 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 such warranty or
guarantee as is given by the manufacturer to the Seller.
11.3Subject as expressly provided in these Conditions all warranties, conditions or other terms
implied by law are excluded to the fullest extent permitted by law.
11.4Where any valid claim in respect of any Goods or part(s) thereof based on any defect in the
quality or condition of the Goods or part(s) thereof or their failure to meet specification or
perform is notified to the Seller in accordance with these Conditions, the Seller shall be
entitled to repair or replace the Goods (or the part(s) in question) free of charge or, at the
Seller’s sole discretion, or credit to the account of 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.
11.5The seller is not obliged to offer a cash refund under any circumstances and may do so only at
his absolute discretion.
11.6Except 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 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.

12. THE BUYERS OBLIGATIONS UNDER THE WEEE DIRECTIVE

12.1 Where the Buyer purchases product branded with the sellers’ name. The buyer shall:
i. Pay the WEEE levy on each product identified under the Regulations without
deduction. This levy to be set by the seller and included on the invoice with the
associated product.
ii. Advise the seller in writing on each occasion a collection is requested providing them
with such information to enable a collection to be undertaken.
iii. To prepare the WEEE in such a manner as it can be collected by an agent efficiently.
This is to include separation from other WEEE which is not the responsibility of the
Seller, other product which is not covered by the WEEE regulations and general
building waste.

iv. Indemnify the seller for all costs associated with the disposal of any product or
material not covered under the WEEE legislation (and therefore has not been subject
to a levy being made) given to collection agents in error by the seller or the sellers
agents or customers.
v. Indemnify the seller for all costs associated with sorting product at points of
collection to identify WEEE products from other products and waste materials where
this has not already been done as stipulated in section iii above.
12.2 Where the Buyer purchases from the Seller product that is Own branded or branded in a
name other than the Sellers as a direct clause of the contract the Buyer shall be
responsible for the disposal of this product under the WEEE regulations.
Under these circumstances the Buyer must make their own arrangements and register
With compliance scheme operator in their own right.

13. INSOLVENCY OF THE BUYER

12.1This Condition applies if:
i. the Buyer makes any voluntary arrangement with its creditors or (being an individual or
firm) becomes bankrupt or (being a company) becomes subject to an administration order
or goes into liquidation (otherwise than for the purposes of amalgamation or
reconstruction); or
ii. an encumbrancer takes possession of, or a receiver is appointed in respect of, any of the
Goods or any of the property or assets of the Buyer: or
iii. the Buyer ceases, or threatens to cease, to carry on business;
or
iv. if the Buyer pledges or in any way charges by way of security for any indebtness any of the
Goods which remain the Property of the Seller; or
v. if the Buyer receives a written demand from the Seller to pay overdue sums owed to the
Seller; or
vi. 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.
12.2If this Condition applies then, without prejudice to any other right or remedy available to the
Seller, the Seller shall be entitled to suspend work, delay or withhold delivery under or cancel
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.
12.3If this Condition applies then the Buyer’s consent from the Seller to do the acts referred to in
Condition 10.2 shall determine and be deemed to have determined forthwith and the Buyer
shall not thereafter sell or use the Goods or any other goods belonging to the Seller, save with
the consent in writing of the Seller, until the Seller has been paid in full in accordance with
Condition 10.1.

14. ENTIRE AGREEMENT

The Contract and these Conditions set forth the entire agreement between the Seller and the Buyer
with respect to the sale and purchase of the Goods and replace all prior communications, drafts,
agreements, representations, warranties, undertakings and agreements of whatsoever nature,
whether oral or in writing, between the Seller and the Buyer relating thereto. In addition, the Buyer

acknowledges that time spent by the Seller in developing a product for the Buyer shall not be taken
into account in determining the time of delivery.

15. NOTICES

Any notice given hereunder must be in writing and may be effected by personal delivery, telex or
by registered mail postage and (subject, in each case, to proof that such notice was properly
addressed and despatched) if effected by telex shall be deemed to be received on the day of
sending and if effected by post shall be deemed to be received 48 hours after the date of posting.

16. ASSIGNMENT

The Contract shall be personal to the Buyer and shall not nor shall any rights under it be assigned
by the Buyer without the prior written consent of the Seller.

17. NO WAIVER

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.

18. GOVERNING LAW

The Contract (and these Conditions) shall be governed by and construed in accordance with the
laws of England and the Buyer and the Seller hereby submit to the exclusive jurisdiction of the
English Courts. This Condition 17 is for the benefit of the Seller only, who accordingly retains the
right to take proceedings in any other court of competent jurisdiction.

19. INVALIDITY

If any provision of the Contract (or 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 the Contract (or
of these Conditions) and the remainder of the provision in question shall not be affected thereby.