NOMA LITES LIMITED

STANDARD TRADING TERMS

1.      DEFINITIONS

1.1    "the Seller" means Noma Lites Limited, registered number 948223, registered office at 1^st Floor, 84 Fetter Lane, London EC4A 1EQ.

1.2    "the Customer" means the person, firm or company being the buyer in the Documents.

1.3    "the Documents" means any order form, sales order, acknowledgment, advice note or invoice.

1.4    "the Goods" means the goods specified to be purchased by a Customer in the Documents.

1.5    "the Agent" means any person, firm or company appointed by the Seller to take orders on the Seller's behalf.

2.      SCOPE

2.1    No contract shall come into existence until the Customer's order has been accepted by the Seller by way of a written acknowledgement of the order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Customer.  An Agent is not empowered to accept or confirm orders on behalf of the Seller. Each order accepted by the Seller shall be a separate contract and may not be cancelled except with the Seller’s prior written consent.

2.2    Unless otherwise agreed in writing these conditions shall apply to each contract and shall prevail over any inconsistent terms in the Customer’s order or implied by law or by trade custom, practice or course of dealing or other conditions and any such inconsistent terms are hereby expressly excluded.

2.3    The Seller's employees or Agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

3.      DELIVERY

3.1    Delivery shall be to the delivery address in mainland Great Britain specified in the Documents and for the quantity and quality of Goods set out in the Seller’s acknowledgement of the order.

3.2    Delivery dates mentioned in the Documents are approximate only and not of any contractual effect. Whilst every effort will be made to comply with the Customer's wishes, the Seller shall not be under any liability for loss or damage (including without limitation loss of profit and consequential loss) to the Customer in respect of any failure to deliver on any particular date or dates.

3.3    The Seller shall be entitled to deliver part of the Goods ordered or to deliver by instalments and to invoice the Customer for such part delivery or for each instalment and each such instalment shall be deemed to be the subject of a separate and enforceable contract.

3.4    If the Customer refuses or fails to take delivery of Goods at the time when the Goods are due and ready for delivery the Seller shall be entitled to (without prejudice to any other claim which it may have) charge a sum equivalent to ten per cent (10%) of the net Goods value plus return carriage and any other expenses incurred by the Seller (including without limitation reasonable costs of storage including insurance) or dispose of the Goods at the best price readily obtainable and charge the Customer any shortfall under the price under the contract.

4.      RISK

All Goods supplied by the Seller shall be at the Customer's risk with effect from delivery by or on behalf of the Seller at the relevant premises or if transport of the Goods has been arranged by the Customer from the time they are delivered to the carrier for transport to the Customer.

5.      PRICE

5.1    All prices quoted by the Seller are exclusive of V.A.T.

5.2    The price at which the Goods are sold are (i)  the respective prices listed in the Seller's current price list (which price lists are confidential); or (ii)  such other price as shall have been agreed, at the date of the acceptance of any order by the Seller; PROVIDED THAT such prices do not include any charge for handling, delivery and carriage which may be made by the Seller in addition to the price in respect of any single delivery for Goods having a value of less than the minimum amount stipulated in the Seller's price list currently in force and for which the Customer shall be responsible.

5.3    The Seller reserves the right to vary the price at any time to take account of (i)  any increase in the cost price of the Goods taking effect before despatch by the Seller or any extra costs borne by the Seller as the result of any government legislation, EU regulations, the effects of devaluation, any fluctuation in the exchange currency rates, or any change in the rate of any duties or taxes payable; (ii)  any alterations made in the specification upon which the contract is based; or (iii)   special deliveries or part deliveries or any other variation of the original order made at the request of the Customer and agreed by the Seller.

6.      SETTLEMENT DISCOUNT, PAYMENT, INTEREST & CREDIT NOTES

6.1    The Seller shall be entitled to invoice on or at any time after delivery.  Subject to any special arrangements which may have been made previously and provided no previous invoice is overdue, a settlement discount of 2.5% of the net Goods value will be allowed if payment is made by the 20th of the month following the date of invoice.  This "pay-by" date is stated on each invoice together with the net amount payable and discount allowable.

6.2    Any settlement outside the discount terms above is strictly net.  All invoices must be settled (without deduction of settlement discount) in pounds sterling within one month of the said "pay-by" date.  If any invoice is not paid by such date then the whole of the balance of the price and all other sums of money owing whether or not they have fallen due for payment to the Seller shall forthwith become due and payable.

6.3    If the Customer fails to pay the Seller any amount by the date provided for in Clause 6.2, then without affecting any of the Seller’s other rights and remedies, all outstanding sums shall carry interest at the rate of 1.5% per month from such date and/or the Seller shall be entitled to cancel the contract or suspend any further deliveries to the Customer.

6.4    Credit will be allowed for Goods only if they are faulty due to a manufacturing defect and are returned to the Seller within a reasonable time of purchase (unless otherwise agreed with the Seller).  Specifically, post/carriage for returned goods will not be paid by the Seller where Goods have been returned without the Seller's permission, or for Goods returned which the Seller would not have asked the Customer to return, if the Customer had asked the Seller before returning them.

7.      EXCLUSION AND LIMITATIONS OF LIABILITY

Save to the extent that such liability or warranty cannot be excluded by law the Seller shall have no liability whatsoever (howsoever arising) in relation to any loss suffered by the Customer or any third party (howsoever caused) arising from the use, supply or resale of the Goods or the Goods themselves.  In any event, the Seller shall not be liable to the Customer for any loss of profits or any other indirect, special or consequential loss or damage, which terms include, without limitation, pure economic loss, loss of  profits, loss of business, depletion of goodwill and like loss howsoever caused including as a result of negligence.  The Seller’s liability for loss or damage of any kind whatsoever and howsoever arising (other than the Seller’s liability for fraud or fraudulent misrepresentation) shall in no circumstances exceed the total price paid by the Customer pursuant to this contract.

8.      SATISFACTORY QUALITY

8.1     Subject to the exclusion and limitation in Clause 7 above the Seller warrants the Goods (i) are of satisfactory quality;  (ii)  are fit for his purpose in normal use;  (iii)  are in accordance with his order(s) and (iv)  are in a satisfactory state and condition.

The Customer acknowledges its obligation to examine the Goods within seven (7) days of delivery.

8.2    All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the contract and this is not a sale by sample.

8.3    The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements.

9.      CLAIMS

9.1    All claims in respect of non-delivery or shortage of Goods or under Clause 8.1 must be made in writing within seven (7) days from the date of delivery or in the case of non-delivery, within seven (7)_days of the date of the relevant invoice. No claim can be entertained out of time.  All carrier's delivery sheets must be qualified in the event that the delivery is not exactly as specified in any of the Documents and failure to do so may result in a claim being rejected by the Seller.

9.2    No claim for shortage, loss or damage shall be valid in respect of any Goods the consignment note of which is returned marked to the effect that the Goods have not been examined, counted or checked.

9.3    Due to the length of time required by the Seller’s carriers to fully investigate any claim for non-delivery, shortage, loss or damage, payment for any undisputed amount of an invoice or invoices must be made in accordance with Clause 6 notwithstanding that a claim may have been made in respect of part of the Goods specified in the Documents.  The Seller shall be given a reasonable opportunity after receiving such notice of examining such Goods.  If so requested by the Seller the Customer shall return (at the Customer's risk) the allegedly defective Goods to the Seller's main office or such other address as it may specify suitable packaged and carriage pre-paid within fourteen (14) days from delivery of the Goods.  Confirmation of the Seller's acceptance of a claim will be given by the issue of a credit note once the carrier's investigations, if necessary, have been concluded and performance of this shall constitute an entire discharge of the Seller's liability for non-deliver or shortage of Good sale or return under Clause 8.1.

10.    RETENTION OF TITLE

10.1   It is a condition of the contract that the property in all the Goods to be delivered by the Seller to the Customer shall remain vested in the Seller until payment due under all contracts between the Seller and the Customer has been made in full.  Further should the Customer alter the Goods by incorporating them into another product or mixing them in any way, then the resultant product will pass into the ownership of the Seller until payment due under all contracts between the Seller and the Customer has been made in full.

10.2   If the Seller before delivery so requires it in writing, the Customer shall keep the Goods stored separately and insured until paid-for in full but the Customer shall be entitled to resell the Goods in the ordinary course of its business.

10.3   Notwithstanding that the property in the Goods to be delivered to the Customer by the Seller shall remain vested in the Seller until the Seller has received payment in full, the provisions of Clause 4 shall apply and as from such date of delivery or deemed delivery the Customer shall be liable to pay the Seller the contract price for such Goods whether or not the same are damaged or lost prior to the date that the property therein shall pass to the Customer.  Further, the Seller shall be entitled at any time to require the Customer to deliver up the Goods to the Seller and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

11.    TRADE MARKS AND INTELLECTUAL PROPERTY RIGHTS

The Customer agrees and undertakes not to use the Seller’s name or any other proprietary word, symbol or logo of the Seller or any trade mark or trade name (whether registered or not) adopted by the Seller except with the prior written consent of the Seller, subject to the terms of such consent and provided always that such use is in compliance with the Seller’s branding guidelines from time to time.  Nothing in these conditions shall be construed as conferring on or granting to the Customer any right, title or interest in such items. 

12.    FORCE MAJEURE

The Seller shall not be liable for any loss suffered by the Customer nor be deemed to be in default for any failures or delays in the performance of its obligations resulting from acts or causes beyond its reasonable control including without limitation as a result of inclement weather, strikes, lock-outs, trade disputes, breakdown, accident, customs delay, 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, difficulty or increased expense in obtaining workmen, materials, goods or raw materials or any other cause whatsoever.  In such event, the Seller shall give notice as soon as reasonably possible to the Customer and shall diligently use all commercially reasonable efforts to remove the cause of such force majeure as soon as practical. In the event that the cause continues for more than six months either party may terminate this contract on 30 days notice.

13.    GENERAL

13.1   The Customer shall not be entitled to assign or transfer its rights or obligations under this contract without the prior written consent of the Seller.

13.2   The contract may only be varied in writing and signed by a duly authorised representative of each party.

13.3   Each of the restrictions and provisions contained in this contract or in any variation to this contract shall be construed as independent of every other such restriction or provision to the effect that if any provision is determined to be invalid or unenforceable to any extent, such provision shall be severed from the body or other provisions and such determination shall not affect any other provision in the contract, which shall continue to be valid and enforceable to the fullest extent permitted by law.

13.4   No failure of the Seller to exercise any right or power given to it under this contract or to insist upon strict compliance with any obligation or condition of this contract shall constitute a waiver of any of its rights.

13.5   Any notice from one party to the other shall be in English, in writing and sent by pre-paid recorded delivery or registered post or by facsimile communication and shall be deemed effective if sent by post at the expiration of forty eight (48) hours after the same was posted whether or not received or if by fax, on the day of despatch to the correct fax number of the addressee if sent before 4:00pm on a business day, and on the following business day if sent at any other time.  The address for services of notice shall be the address set out in the Documents.

13.6   A person who is not a party to this contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any term of this contract.

13.7   Each contract incorporating these conditions constitutes the entire agreement between the parties and supersedes all prior agreements in connection with the subject matter hereof, provided that nothing in this Clause will exclude any liability for fraud. 

14.    PROPER LAW

These conditions and any contract of which they form part shall in all respects be governed by English law and be deemed to have been made in England.  The Seller and the Customer submit to the exclusive jurisdiction of the English Courts.

January 2005