TERMS OF SALE FOR CONSUMERS
Please read these Terms of Sale carefully before placing an order with Us.
These Terms of Sale, together with any other documents referred to herein (unless otherwise stated), set out the terms under which Goods are sold by Us to consumers who orders through this website, www.kaialighting.com (“Our Site”) or by telephone call or email.
These Terms of Sale explain who We are, how Our Goods will be provided to you, how you or We may change, cancel, or otherwise end the Contract, what to do in the event of problems, and other important information.
These Terms of Sale were last updated on [31 May 2022.]
You will be required to read and accept these Terms of Sale when ordering Goods. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Goods through Our Site. These Terms of Sale, as well as all Contracts, are in the English language only.
The following documents may also apply to your use of Our Site:
available at www.kaialighting.com/privacy-policy
This is also referred to below in Part 22.
1 – Definitions and Interpretation
1.1. In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Contract” means a contract for the purchase and sale of Goods, as explained in Part 10;
“Goods” means the goods including Pre-Loved Goods sold by Us following orders placed through Our Site, by telephone or email;
“Order” means your order for purchase of Goods;
“Order Confirmation” means Our acceptance and confirmation of your Order;
“Order Number” means the reference number for your Order; and
“Pre-loved Goods” Means second-hand items which may have marks or cosmetic damages which will as far as possible de detailed in both the product description and in images of the product. All images used to show marks or cosmetic damage have been taken by Us and, to the best of our ability, aim to accurately reflect a true indication of any marks and damage.
“We/Us/Our” means Kaia Ltd.
1.2 Unless the context otherwise requires, each reference in these Terms of Sale to:
1.2.1 “writing”, and any similar term, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 a Part or paragraph is a reference to a section, part, or clause of these Terms of Sale.
2 – Information About Us
2.1 Our Site is operated by Kaia Ltd. We are a limited company registered in England and Wales under company number 08330958 Our registered address is 21 Boston Place, London, England, NW1 6ER.
2.2 Our VAT number is 155215723
2.3 We have workshops in the following countries:
a) Address: 3441 Judenau, Wienerwaldstrasse 13/1a
b) VAT number: ATU 67790358
a) Address: 85410 Haag an der Amper, Kreißstrasse 37
b) VAT number: DE347733834
3 – How to Contact Us
3.1 To contact Us with general questions, complaints, about the Goods or your Order, or about cancellations, please email Us at email@example.com, to contact Us by telephone, please call Us on +44 203 695 1992 or +94 816 7989 3322.
4 – Access to Our Site and Use of Our Site
4.1 Access to Our Site is free of charge.
4.2 It is your responsibility to make the arrangements necessary in order to access Our Site.
5 – Changes to these Terms of Sale
5.1 We may alter these Terms of Sale from time to time, for example, to reflect changes in relevant laws and regulatory requirements. If We do so, details will be highlighted at the top of this page. If the changes are likely to affect your Order, We will inform you in advance by email and you may contact Us to end the Contract before the changes take effect. If you end the Contract for this reason, you will receive a refund for any Goods paid for but not received.
5.2 If any part of the current version of these Terms of Sale conflicts with any previous version(s), the current version shall prevail unless We explicitly state otherwise.
6 – Business Customers
These Terms of Sale do not apply to customers purchasing Goods in the course of business. If you are a business customer, please consult our Business Terms of Sale at www.kaialighting.com.
7 – International Customers
Please note that We only deliver to customers as specified on our website.
8 – Goods, Descriptions, and Changes
8.1 We make all reasonable efforts to ensure that all descriptions and images of Goods available from Us on Our Site match the actual Goods. Please note:
a) Images of Goods are for illustrative purposes only. There may be slight variations in colour between the image of a product and the actual product due to differences in computer or device displays and lighting conditions;
b) Images or descriptions of packaging are for illustrative purposes only and the actual packaging may vary; and
c) Due to Our Goods being handmade, all sizes weights, capacities, dimensions and measurements indicated on our website may have a variance of up to 4% between the actual Goods and the description.
8.2 Please note that Part 8.1 does not exclude Our responsibility for mistakes due to Our negligence. It refers only to minor variations in the correct Goods, not to different Goods. If you receive Goods that are not as described,please refer to Part 14.
8.3 Minor changes may be made to certain Goods from time to time. This may happen between you placing your Order and the Goods being dispatched.
Minor changes may be made, for example, to reflect changes in relevant laws and regulatory requirements or to address particular technical or security issues.
Minor changes will not change the main characteristics of the Goods and will not affect your use of those Goods.
8.4 As explained in the descriptions of the Goods, more significant changes may also be made to the Goods from time to time. If We make such changes, We will inform you and you may contact Us to end the Contract before the changes are made. If you end the Contract for this reason, you will receive a refund for any Goods paid for but not received.
9 – pricing
9.1 We make all reasonable efforts to ensure that prices shown on Our Site are correct. We may change prices from time to time. Changes in price will not affect any Order that you have already placed. Please note, however, that changes in VAT will, as explained below in Part 9.2.
9.2 All prices on Our Site include VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
9.3 All prices are checked before We accept your Order. If We have shown incorrect pricing information, We will inform you of the mistake in writing.
If the correct price is lower than that shown when you make your Order, We will simply charge you the lower price.
If the correct price is higher than that shown when you make your Order, We will give you the option to purchase the Goods at the correct price or to cancel your Order (or the affected part of it). We will not proceed with processing your Order in this case until you respond. If you do not respond within 1week, We will treat your Order as cancelled and inform you of the cancellation in writing.
9.4 If We mistakenly accept and process an Order where an obvious and unmistakeable pricing error has been made, which you could have reasonably recognised as mispricing, We have the right to end the Contract, refund any sums paid, and require you to return the affected Goods to Us.
9.5 Delivery charges are not included in the price of Goods shown on Our Site. Delivery options and related charges will be presented to you as part of the order process.
10 – Orders and How Contracts Are Formed
10.1 Our Site will guide you through the ordering process. Before submitting your Order, you will be given the opportunity to review and amend it. Please ensure that you check your Order carefully before submitting it.
10.2 For Orders placed via email we will send you an Order Confirmation and then contact you again to confirm when we dispatch your Order.
10.3 If you provide Us with incorrect or incomplete information during the order process, please contact Us as soon as possible. Where any information is required, it will be stated on Our Site, either in the product descriptions or during the order process, as applicable.
If We cannot process your Order due to incorrect or incomplete information, We will contact you to ask you to correct it or provide the missing information required for Us to supply the Goods to you.
If you do not provide the required information within a reasonable period of Us asking for it, or if the information is inaccurate or incomplete, We may either end the Contract or charge you a reasonable sum as compensation for the extra work required as a result.
We will not be responsible for supplying the affected Goods late or for not supplying the affected Goods if this is due to you not providing Us with the required information within a reasonable period of Us asking for it.
10.4 No part of Our Site constitutes a contractual offer capable of acceptance.
Your Order constitutes a contractual offer. Our acceptance of that offer is indicated by Us sending you an Order Confirmation by email.
Only once we have sent you an Order Confirmation or confirmed your order via any applicable platform
facility will there be a legally binding Contract between Us and you for the sale of the Goods.
10.5 An Order Confirmation contains the following information:
a) Your Order Number;
b) Confirmation of the Goods ordered including full details of their main characteristics;
c) Fully itemised pricing for the Goods ordered including, where appropriate, taxes, delivery, and other additional charges;
d) Estimated delivery date(s).
10.6 Please quote your Order Number if you contact Us about your Order for any reason. You do not have to do this, but it may help Us to locate your Order and help you more quickly and easily.
10.7 In the unlikely event that We cannot accept your Order, We will inform you in writing and explain why. No payment will be taken under normal circumstances. If We have taken payment, any such sums will be refunded.
We may not accept your Order because the Goods are out of stock, because of unexpected limits on Our resources that We could not have reasonably planned for, because We have identified a mistake in the description or price of the Goods, or because We are not able to meet a delivery deadline that you have set.
11 – Payment
11.1 Payment for Goods and related delivery charges must always be made in advance. You will be prompted to provide payment details during the ordering process.
11.2 We will not charge your chosen payment method until We dispatch the Goods.
11.3 We accept the following methods of payment:
VISA, MASTERCARD, MAESTRO, PAY PAL.
11.4 We may charge you interest if you pay late. If a payment to Us is not made by the due date, We may charge you interest on the overdue sum at the rate of 2% per annum above the base lending rate of the Bank of England from time to time. Interest shall accrue on a daily basis from the due date until the actual date of payment, whether before or after judgment. You must pay Us any interest due together with the overdue sum.
11.5 If you believe that We have charged you an incorrect amount, please contact Us as soon as possible to let Us know. (You will not be charged interest under Part 11.4 on any sums disputed in good faith under this Part 11.5.)
12 – When You Own the Goods
Ownership of the Goods passes to you once We have received payment in full of all sums due.
13 – Delivery
13.1 For ‘off-the-shelf’ Goods purchased through Our Site, the Goods will normally be delivered within one – four weeks after the date of payment receipt unless otherwise agreed or specified during the ordering process.
13.2 For ‘customised line’ Goods purchased through Our Site, the Goods will normally be delivered within eight – fourteen weeks after the date of payment receipt unless otherwise agreed or specified during the ordering process.
13.3 We will not be responsible for delays that are outside of our reasonable control. If delivery is delayed for such a reason, We will inform you as soon as possible and will take steps to minimise the impact of the delay.
13.4 If there is a risk of a substantial delay to delivery, you may contact Us to end the Contract and will be refunded any sums paid for Goods that you have not received.
13.5 If you (or someone on your behalf) are not available at your address to take delivery of the Goods and they cannot be posted through your letterbox, Our delivery agent will inform you of how to arrange for re-delivery or of where to collect the Goods.
13.6 If you do not arrange to have the Goods re-delivered or do not collect them, We will contact you to ask for further instructions. We may charge you for storage and for further delivery costs. If, despite Our reasonable efforts, We cannot contact you or cannot arrange for re-delivery or collection of the Goods, We may end the Contract and issue you with a refund. We may deduct a reasonable sum in compensation for any net costs incurred by Us as a result.
13.7 In the unlikely event that We do not deliver the Goods on time (within 30 calendar days of the Order Confirmation or as otherwise agreed or specified), you have certain legal rights. If any of the following apply, you may treat the Contract as being at an end immediately:
a) We have refused to deliver the Goods;
b) In light of all relevant circumstances, delivery within the specified or agreed time period was essential; or
c) You told Us when ordering the Goods that delivery within the specified or agreed time period
13.8 If you do not wish to cancel under Part 13.7, or if none of the specified circumstances apply, you may specify a new (reasonable) delivery date. If We fail to meet the new deadline, you may then treat the Contract as being at an end.
13.9 You may cancel all or part of your Order under Parts 13.7 or 13.8 provided that separating the Goods in your Order would not significantly reduce their value.
Any sums that you have already paid for cancelled Goods and their delivery will be refunded to you.
If any cancelled Goods are delivered to you, you must return them to Us or arrange for their collection. We will cover the costs of postage or collection. Please contact Us using the details provided above in Part 3 for a return label or to arrange collection.
13.10 Responsibility for the Goods passes to you once We have delivered the Goods to the address you have provided or once you (or a carrier organised by you, if applicable) collect the Goods from Us.
13.11 As explained in Part 10.2, We will not be responsible for delivering Goods late or for not delivering Goods if this is due to you not providing Us with required nformation within a reasonable period of Us asking for it.
14 – Faulty, Damaged, or Incorrect Goods
14.1 This Part 14 provides a summary of your legal rights as a consumer. These rights may be subject to certain exceptions. For full details please refer to the Citizens Advice website or contact them on 0808 223 1133. Nothing in these Terms of Sale will affect your legal rights.
14.2 The Consumer Rights Act 201 requires that goods must be as described, fit for purpose, and of satisfactory quality. During the expected lifespan of a product, your legal rights are as follows:
a) Beginning on the day that you receive the Goods (and ownership of them) you have a 3 0 calendar day right to reject them and to receive a full refund if they do not conform as stated above.
b) If you do not wish to reject the Goods, or if the 30 calendar day rejection period has expired, you may request a repair of the Goods or a replacement. We will cover any associated costs and will carry out the repair or replacement within a reasonable time and without significant inconvenience to you. In certain circumstances, where a repair or replacement is impossible or otherwise disproportionate, We may instead offer you the alternative (i.e. a replacement instead of a repair or vice versa) or a full refund. If you request a repair or replacement during the 30 calendar day rejection period, that period will be suspended while We carry out the repair or replacement and will resume on the day that you receive the replacement or repaired Goods. If less than 7 calendar days remain out of the original rejection period, the time remaining will be extended to 7 calendar days.
c) If, after a repair or replacement, the Goods still do not conform (or if We cannot repair or replace them, as described above, or have failed to act within a reasonable time or without significant inconvenience to you), you may ask Us to attempt the repair or replacement again (you do not have to give Us multiple opportunities to do so if you do not want to), or you have the right either to keep the Goods at a reduced price, or to reject them in exchange for a refund.
d) If you exercise the final right to reject the goods more than six months after you have received the Goods (and ownership of them), We may reduce any refund to reflect the use that you have had out of the Goods.
e) Within a period of six years after you have received the Goods (and ownership of them), if thevGoods do not last a reasonable length of time, you may be entitled to a partial refund. Please be aware that after six months have passed since you received the Goods, you must prove that the defect or non-conformity existed at the time of delivery.
14.3 Please note that you will not be eligible to claim under this Part 14 if
a) We informed you of the problem(s) with the Goods before you purchased them or you had the opportunity to examine them before purchase and the problem(s) should have been obvious to you; or
b) You have caused the problem(s) yourself, for example, through misuse or intentional or careless damage; or
c) You have purchased the Goods for an unsuitable purpose that is neither obvious nor made known to Us and the problem(s) has/have resulted from your use of the Goods for that purpose; or
d) The problem(s) is/are the result of normal wear and tear; or
e) You have changed your mind (please refer to Part 16).
14.4 If there is a problem with the Goods, please contact Us using the details provided above in Part 3.
14.5 If you exercise your legal right to reject the Goods, you must return them to Us.
14.6 To return Goods to Us for any reason under this Part 14, please post them to Us, arrange for their collection, or return them in person. We will cover the costs of postage or collection. Please contact Us using the details provided above in Part 3 for a return label or to arrange collection.
15 – Your Rights to Cancel and End the Contract
15.1 If the Goods are faulty or misdescribed, you may have a legal right to end the Contract, to have the Goods repaired or replaced, or to get a full or partial refund. Please refer to Part 14, above, for more information.
15.2 If you are a consumer and have changed your mind, you may have a legal right to a “cooling-off period” within which you can end the Contract for any reason. Please refer to Part 16, below, for more information.
15.3 If you wish to end the Contract because of something We have done or are going to do, please refer to Part 17, below, for more information.
15.4 Pre-loved Goods can not be refunded or exchanged and are sold as detailed. We recommend speaking with one of our advisors if you have questions regarding the item's condition.
16 – Cancelling and Ending the Contract if You Change Your Mind
16.1 If you are a consumer, the Consumer Contracts Regulations 2013 give you the legal right to change your mind and end the Contract for any reason. This 14 calendar day “cooling-off period” begins once your Order is complete and we send you the Order Confirmation, i.e. when the Contract is formed, and ends as set out below. You may also cancel for any reason before We send the Order Confirmation.
a) If the Goods are being delivered to you in a single instalment, the cooling-off period ends 14 calendar days after the day on which you (or someone you nominate) receive(s) the Goods.
b) If the Goods are being delivered in separate instalments on separate days, the cooling-off period ends 14 calendar days after the day on which you (or someone you nominate) receive(s) the final instalment of Goods.
16.2 If you wish to end the Contract for this reason, you must inform Us within the cooling-off period. You may inform Us by email. Please state that you want to cancel and end the Contract, providing your name, address, details of your Order and, where possible, your email address and telephone number. For your convenience, We also offer a cancellation form at firstname.lastname@example.org .
Our contact details are provided above in Part 3.
16.3 Your cancellation notice is effective from the date on which you send it. Provided you send your cancellation notice or contact Us directly by 23:59:59 on the final day of the cooling-off period, your cancellation will be valid and accepted.
16.4 Please note that this right to cancel may not apply in the following circumstances:
a) If the Goods are sealed for health or hygiene reasons and you have unsealed them after receiving them;
b) If the Goods consist of sealed audio or video recordings or sealed computer software on physical media and you have unsealed them after receiving them;
c) If the Goods are likely to deteriorate quickly, for example, flowers or food;
d) If the Goods have been personalised or custom-made for you;
e) If the Goods have been inseparably mixed with other items (according to their nature) after you have received them.
17 – Cancelling and Ending the Contract Because of Something We Have Done or Will Do
17.1 You may have the right to cancel and end the Contract because of something We have done or have informed you that We are going to do. This right to cancel applies in the following circumstances:
a) We have informed you about an upcoming change to these Terms of Sale that you do not agree to (see Part 5.1);
b) We have informed you about an upcoming change to the Goods that you do not agree to (see Part 8.4);
c) We have informed you about an error in the price or description of the Goods and you do not wish to proceed;
d) There is a risk that delivery of the Goods will be substantially delayed due to events outside of Our control (see Part 13.3);
e) You have a legal right to end the Contract because We have done something wrong (including where We have not delivered the Goods on time and the circumstances in Part 13.7 or 13.8 apply).
17.2 If you cancel and end the Contract for any of the reasons set out in this Part 17, the Contract will end immediately and you will receive a full refund for any Goods which have not yet been provided. You may also be entitled to compensation.
17.3 If you wish to end the Contract for this reason, you may inform Us by email,. Please state that you want to cancel and end the Contract, providing your name, address, details of your Order and, where possible, your email address and telephone number. Our contact details are provided above in Part 3.
18 – Returning Goods After Cancelling and Ending the Contract
18.1 Subject to your right to partially cancel your Order under Part 13.9, if you cancel and end the Contract for any reason after Goods have been dispatched or delivered to you, you must return the Goods to Us or arrange for their collection. Please contact Us using the details provided above in Part 3 for a return label or to arrange collection.
18.2 If you are exercising your right to change your mind under the cooling-off period as set out in Part 16, you must return the Goods to Us no more than 14 calendar days after the day on which you informed Us that you wish to cancel.
18.3 We will cover the costs of returning the Goods to Us in the following circumstances:
a) The Goods are faulty or misdescribed;
b) You are cancelling and ending the Contract because of upcoming changes to these Terms of Sale that you do not agree to;
c) You are cancelling and ending the Contract because of upcoming changes to the Goods that you do not agree to;
d) You are cancelling and ending the Contract because We have made an error in the price or description;
e) You are cancelling and ending the Contract because there is a risk that delivery of the Goods will be substantially delayed due to events outside of Our Control;
f) You are cancelling and ending the Contract because you have a legal right to do so because We have done something wrong (including where We have not delivered the Goods on time and the circumstances in Part 13. or 13.8 apply); or
18.4 In all other circumstances including where you are exercising your right to change your mind under the cooling-off period, you must cover the costs of returning the Goods to Us.
18.5 If you are responsible for the costs of returning the Goods to Us and We are collecting them, the cost charged to you will only be the direct cost to Us of collecting the Goods.
18.6 In all other circumstances, you must cover the costs of returning the Goods to Us.
18.7 Please ensure all Goods are adequately and securely re-packaged for safe transport. Goods which are damaged due to inadequate packaging, by your handling of the Goods or otherwise may not be refunded or have a credit note issued.
18.8 Goods returned after the change of mind 14-day cooling period will be issued with a partial, or full refund or a credit note at our discretion only and upon inspection of the returned goods
19 – refunds
19.1 All refunds due to you will be made using the same method used by you when paying for the Goods (unless you request an alternative). You will be refunded the price paid for the Goods and for delivery, subject to the following limitations and deductions:
a) If you are exercising your right to change your mind under the cooling-off period, We may reduce your refund to reflect any reduction in the value of the Goods if that reduction has been caused by your handling of the Goods in a way that would not be permitted in a shop. If We issue the refund before inspecting the Goods and subsequently discover that you have handled them in this way, We may charge you an appropriate sum.
b) Standard delivery charges (i.e. the cheapest option available for your Order) will be refunded, but we do not reimburse premium delivery charges.
19.2 All refunds due to you will be made as soon as possible. If you are exercising your right to change your mind under the cooling-off period, We will issue your refund within 14 calendar days of:
a) The day on which We receive the returned Goods; or
b) If We have not yet provided an Order Confirmation or have not yet dispatched the Goods, the day on which you inform Us that you wish to cancel and end the Contract.
20 – Our Liability to Consumers
20.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms of Sale (or the Contract) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
20.2 We only supply goods for domestic and private use by consumers. We make no warranty or representation that the Goods are fit for commercial, business or industrial use of any kind (including resale). We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
20.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
20.4 Nothing in these Terms of Sale seeks to exclude or limit your legal rights as a consumer including, but not limited to, those explained above in Part 14.
21 – Complaints and Feedback
21.1 We always welcome feedback from Our customers and, whilst We always use reasonable efforts to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
21.2 If you wish to complain about any aspect of your dealings with Us, please contact Us using the contact details provided above in Part 3.
22 – How We Use Your Personal Information
23 – What Happens if We Transfer this Agreement to Another Party
We may transfer (assign) Our obligations and rights under these Terms of Sale (and the Contract) to a third party (this may happen, for example, if We sell Our business). If this Occurs, We will inform you in writing. We will ensure that your rights under these Terms of Sale (and the Contract) will not be affected and Our obligations under these Terms of Sale (and the Contract) will be transferred to the third party who will remain bound by them.
24 – Other Important Terms
24.1 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
24.2 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
24.3 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
24.4 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
25 – Law and Jurisdiction
25.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
25.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Part 26.1 takes away from or reduces your legal rights as a consumer.
25.3 If you are a consumer, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms of Sale or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
25.4 If you are a business user, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms of Sale or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
TERMS AND CONDITIONS FOR business customers
COMPANIES ACT INFORMATION
Registered Office Address:
KAIA Ltd. (“KAIA”, “Us” or “We”)
21 Boston Place
Company Number: 8330968
This information is provided in compliance with the UK E-Commerce Regulations
1 – Business customers
1.1 These terms and conditions apply to sales of our goods to business customers (Customer(s) or you) and shall govern the contract to the exclusion of any terms and conditions subject to which any such quotation is accepted or purported to be accepted by us, or any such order is made or purported to be made, by you.
1.2 If you wish to buy our goods for domestic use or for purposes not connected with a business, you are a consumer, in which case these terms and conditions do not apply to you and our terms and conditions for consumers should be applicable.
2 – The contract between us.
2.1 A contract between us on the terms set out in these terms and conditions will come into force only once we confirm our acceptance of your order with our Order Confirmation.
2.1.1 No contract for the sale of goods to the Customer shall arise unless and until:
22.214.171.124 We have issued a written quotation to the Customer which is expressed to be an offer to sell the Goods to the Customer on the terms of these conditions and the Customer unconditionally accepts that offer on those terms; or
126.96.36.199 We have at our discretion unconditionally accepted an order received by Us from the Customer, and, for this purpose, acceptance by Us shall be whichever is the earliest, either:
188.8.131.52.1 KAIA’s written acceptance of the order with our Order Confirmation; or
184.108.40.206.2 KAIA’s delivery of the Goods; or
220.127.116.11.3 the issue of KAIA’s invoice.
2.2 These terms and conditions then constitute the full and final agreement between KAIA and the Customer and supersede all prior negotiations, discussions and agreements between KAIA and the Customer with respect to the order. No terms and conditions of the customer that are inconsistent with, or additional to, the terms and conditions contained herein, whether an estimate, quotation, invoice or otherwise, shall be binding on KAIA unless such terms and conditions are expressly accepted in writing by KAIA.
2.3 All goods are subject to availability. If, following acceptance of your order, we are not able to supply the goods in question, we will inform you of this and will not process your order. If you have already paid for the goods, we will refund you the full amount as soon as reasonably possible.
2.4 We may vary these terms and conditions from time to time. Every time you order goods from us, the terms and conditions in force at that time will apply to the contract between us.
2.6 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Customised line products” means Goods which have been customised on the basis of the Customer’s instructions.
“Delivery Date” means the date when We notify you in writing that the Goods are ready for collection by the Customer.
“Goods” means the goods including but not limited to Special Types and Pre-Loved Goods sold by Us
“Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce 2020 or any subsequently published set of those rules as in force at the date when this contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these terms and conditions, but if there is any conflict between the provisions of Incoterms and these terms and conditions, the latter shall prevail.
“Order” means your order for purchase of Goods.
“Order Confirmation” means Our acceptance and confirmation of your Order.
“Pre-Loved Goods” means ex-display items which may have marks or cosmetic damages which will as far as possible be detailed in both the product description and in images of the product. All images used to show marks or cosmetic damage have been taken by Us and, to the best of our ability, aim to accurately reflect a true indication of any marks and damage.
“Special Types” means special orders as set out in clause 3.8.
3 – Price
3.1 The price quoted is exclusive of:
3.1.1 the cost of obtaining or preparing any necessary export documents (including any necessary import, export or customs clearances, declarations or licences); and
3.1.2 any applicable value added tax, customs, excise, sales taxes, export, import duties or other official taxes, charges, duties or levies of similar nature which are imposed or charged by any competent fiscal authority in respect of the sale, exportation or importation of the goods into which jurisdiction you are resident or delivery is to be effective or necessary to enable delivery of the Goods; and
3.3 The price quoted excludes delivery and charges for postage, packing, carriage, freight, handling, insurance and transport (unless otherwise stated), costs of obtaining or preparing any necessary export documents (including necessary import, export or customs clearances, declarations, licences or custom/duty handling fee. Delivery charges are estimates only and might need adjustment after the delivery of the goods.
3.4 Any banking, wire transfer fees, banking charges etc. have to be paid by the buyer of the Goods.
3.5 Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
3.6 Rates of tax and duties on the goods will be those applying at the time of delivery.
3.7 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
3.8 For special/customized orders: All orders for lamps and luminaires of non-standard voltages or types not included in catalogues are considered to be “Special Types” the production of which is undertaken on the understanding that you have accepted the quoted price.
3.9 Where you require the delivery of Goods to be on pallets, a charge of 0.5% of the total price payable for the Goods
shall be added to the price.
3.10 Where it is necessary to dispatch Goods in crates, cases, pallets or other such packing, a charge will be made for this. Unless otherwise specified this amount will be credited in full on the return, within one month, of such crates and pallets etc. in good condition carriage paid. No charge is made for any other form of packaging and no credit will be granted for its return.
4 – Delivery
4.1 Delivery times quoted are estimates only. Unless otherwise stated, the estimated delivery time for our collection line products is usually between 6 – 10 weeks; for our customised line products the estimated delivery time is between 8 -14 weeks.
4.2 If we fail to deliver within 10 weeks for collection line products, you may (by informing us by notice in writing) cancel the contract, however:
4.2.1 you may not cancel if we receive your notice after the Goods have been dispatched; and
4.2.2 if you cancel the contract, you can have no further claim against us under that contract.
4.2.3 If you accept delivery of the Goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the Goods).
4.3 We may deliver the Goods in stages. Each stage is treated as a separate contract.
4.4 Each dispatch of the Goods is accompanied by a delivery note which shows the date of the order, the order number (if any), the type and quantity of the Goods (including the code number of the goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered in stages and any outstanding balance of Goods remaining to be delivered.
4.5 We may decline to deliver (other than at our premises) if:
4.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
4.5.2 the premises (or the access to them) are unsuitable for our vehicle.
4.6 Goods will not be delivered on pallets unless requested (see clause 3.9).
5 – Risk & Title
5.1 The Goods are at your risk from the time of delivery;
5.2 Delivery takes place at our premises. Incoterms are applicable. As a standard the delivery is “ex works”.
5.1.1 Risk of damage to or loss of the Goods shall pass to you in accordance with the relevant provision of Incoterms or where Incoterms for any reason do not apply:
18.104.22.168 In the case of Goods to be delivered at our premises, the time when we notify you that the Goods are available for collection; or
22.214.171.124 In the case of Goods to be delivered otherwise than at our premises; the time of delivery at such agreed place or, if you fail to take delivery of the Goods, the time when we have tendered delivery of the Goods.
5.1.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms and conditions, title in the Goods shall not pass to you until the we have received in cash or cleared funds payment in full of the Goods and all other Goods agreed to be sold by us to you for which payment is then due.
5.1.3 Until such time as the title in the Goods passes to you:
126.96.36.199 you shall hold the Goods as our fiduciary agent and bailee, and shall store the Goods separately from other goods held by you, clearly identifiable as our property, and properly stored, protected and insured against all reasonable risks for an amount at least equal to their price;
188.8.131.52 you shall be entitled to use or resell to a third party the Goods and pass good title to that third party in the ordinary course of your business, but shall hold the proceeds of any resale on trust for us in a separate account in the joint names of us and you and account to us for the proceeds of the Goods and shall keep all such proceeds separate from any moneys or property of you and third parties;
184.108.40.206 you shall hold any insurance proceeds on trust for us in a separate account in the joint names of us and you and account to us for the insurance proceeds and shall keep all such proceeds separate from any moneys of you and third parties; and
220.127.116.11 provided the Goods are still in existence and have not been resold, we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon any premises of you or any third party where the Goods are stored and repossess the Goods.
5.1.4 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so all money owing by you to us shall (without prejudice to any other right or remedy we have) forthwith become due and payable.
5.4 We shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written claim is not delivered to us within three days of delivery detailing the alleged damage or shortage.
5.5 In all cases where defects or shortages are complained of, We shall be under no liability in respect thereof unless an opportunity to inspect the goods is given to Us before any use is made thereof or any alteration or modification is made thereto by you.
6 – Payment terms
6.1 You are to pay us in cleared funds on or prior to delivery.
6.2 Payment is due no later than stated on the invoice unless otherwise agreed in writing.
6.3 If you fail to pay us in full on the due date we may:
6.3.1. suspend or cancel deliveries;
6.3.2 cancel any discount offered to you;
6.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
(a) calculated (on a daily basis) from the date of our invoice until payment;
(b) compounded on the first day of each month; and
(c) before and after any judgment (unless a court orders otherwise);
6.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
6.3.5 recover (under clause 6.7) the cost of taking legal action to make you pay.
6.4 We may take any of these actions at any time and without notice.
6.5 You do not have the right to set off any money you may claim
from us against anything you may owe us.
6.6 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a
6.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
7 – Samples
7.1 Unless otherwise expressly agreed between us samples supplied with our quotation are subject to a charge plus shipping costs. Where samples are returned to Us within a reasonable time and We (acting reasonably) consider the sample to be in a re-sellable condition We will refund the charge but not the shipping costs.
8 – Storage
8.1 Unless We agree to arrange forwarding of the Goods and receive forwarding instructions sufficient to enable Us to dispatch the Goods within five days after notification that the Goods are ready for delivery, you will take delivery or arrange for storage on the Delivery Date. If you do not take delivery or arrange for storage, We may arrange storage either at Our own premises or elsewhere on your behalf and all charges incurred by Us as a result of such delay including storage and insurance shall be payable by you.
9 – Performance
9.1 Any data, technical information (to include Product Technical Specifications and Mounting Instructions) or performance figures provided by Us are based on tests performed under standard conditions at our premises. They are believed to be accurate but cannot be guaranteed under different conditions.
9.2 Our Goods are carefully inspected, and, where practicable submitted to standard tests at Our premises before dispatch. If tests other than those specified or tests in the presence of you or your representatives are required, these will be charged for. In the event of any delay on your part in attending tests after you have received 7 days’ notice that we are ready to perform the tests, the tests will proceed in your absence. You agree to accept and pay for such tests as if they had been performed in your presence.
10 – Warranties
10.1 We warrant that:
10.1.1 the Goods comply with their description on our order confirmation and the current technical specifications of the lighting fixture. We warrant that Our Goods shall represent the state of the art and shall be free of manufacturing and material defects. Any failure to comply with this warranty is referred to in these terms and conditions as a ‘defect’.
We will endeavour to match the colour of the finish to the sample chosen as accurately as possible, but variations in both colour and texture may occur and will not constitute a defect.
For items which have been worked on and/or modified without our express consent or exposed to improper conditions of use, We shall not be obliged to pay any compensation, insofar as a query concerning the item can be attributed to this.
10.2 KAIA cannot give any warranties on the supplied light bulbs. The terms and conditions and Product Technical Specifications of the lamp manufacturer are applicable. Expiration of the normal lifespan of the Goods and light bulbs within the warranty period shall not constitute a defect.
10.3 If you believe that we have delivered goods which are defective in material
or workmanship, you must:
10.3.1 inform us (in writing), with full details, as soon as possible, latest within three business days of delivery ; and
10.3.2 allow us to investigate. Queried items must be sent back for inspection at the customers’ cost.
10.4 If the inspection reveals that the Goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions in full, we will (at our option/discretion) repair the Goods, replace the Goods or refund the price paid. It is your responsibility to return the Goods at your cost. If we choose to discharge our obligations in this clause without the return of Goods, for example any repair or remedial work on our behalf by you, the cost of such work must be agreed in writing by Us before the commencement of any such repair or remedial work.
10.5 The warranty given by law does not apply to any defect in the Goods arising from:
10.5.1 fair wear and tear;
10.5.2 willful damage, abnormal storage or working conditions;
10.5.3 accident or negligence by you or a third party;
10.5.4 your failure to operate the Goods in accordance with user instructions;
10.5.5 any alterration or attempt to repair by you or a third party;
10.5.6 any specification provided by you.
11 – Our liability
11.1 We do not in any way exclude or limit our liability for:
11.1.1 death or personal injury caused by our negligence;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); and
11.1. defective products under the Consumer Protection Act 1987.
11.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded;
11.3 Subject to clause 12.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the goods for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
11.4 Subject to clause 12.1 , Our total liability to you in respect of all other losses arising under or in connection with the goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the price you have paid for the Goods.
11.5 Except as expressly stated in these terms, We do not give any representation, warranties or undertakings in relation to the Goods in particular to the lamps [light baulbs?]. Any representation, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
In particular, We will not be responsible for ensuring that the Goods are suitable for your purposes.
12 – Specification
12.1 If We prepare the Goods in accordance with your specifications or instructions you must ensure that:
12.1.1 the specifications or instructions are accurate;
12.1.2 Goods prepared in accordance with those specifications or
instructions will be fit for the purpose for which you intend to use them; and
12.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
12.2 We reserve the right:
12.2.1 to make any changes in the specifications of our Goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
12.2.2 to make without notice any minor modifications in Our specifications We think necessary or desirable.
13 – Return of goods and refund
13.1 Save as otherwise provided for in these terms and conditions, We will not accept the return of Goods from you. If we accept, it is entirely in Our discretion or under any applicable distance selling regulations and will be subject to you returning the item to us within 14 days of:
13.1.1 prior arrangement with Us and confirmed in writing; and/or
13.1.2 payment of an agreed handling charge (unless the Goods were defective when delivered) and at least a 40% restocking fee; and
13.1.3 the Goods being as fit for sale on their return as they were on delivery.
13.2 We do not accept the return of any customised products, [lamps/]light bulbs and any electrical components like dimming components etc.
13.3 Any Goods returned in respect of which the Customer has provided written notice of any defect within 3 days of delivery and which We are satisfied were supplied with a defect where such defect would not be apparent on inspection shall either be replaced free of charge or, at Our sole discretion, We shall instead refund or credit you the price of the defective Goods but We shall have no further liability to you.
14 – Export terms
14.1 Clause 15 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the Goods across an international border or overseas.
14.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
14.3 Unless otherwise agreed, the Goods are supplied ex works our place of manufacture.
14.4 Where the Goods are to be dispatched by Us to you by a route including sea transport We are under no obligation to give a notice under section 32(3) of the Sale of goods Act 1979.
14.5 You are responsible for arranging testing and inspection of the Goods at Our premises before shipment (unless otherwise agreed). We are not liable for any defect in the Goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
14.6 When placing the order you must advise Us in writing of any special, legal, administrative or regulatory requirements applying in the territory in which you are to import, use or sell the Goods as to composition, labelling, distribution or sale of the Goods and you must advise us immediately of any change made in such requirements.
14.7 You shall be responsible at your own cost for complying with any legislation or
regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
14.8 You are responsible for obtaining, at your own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by us, you shall make those licences and consents available to us prior to the relevant shipment.
15 – Rejection
15.1 Unless otherwise agreed in writing goods rejected as not complying with the contract must be rejected within 3 business days of deliveryor to such other place as agreed with you.
16 – Cancellation
16.1 You may not cancel the order unless we agree in writing (and clauses 4.2.2 and 17.2 thenapply).
16.2 If the order is cancelled (for any reason) you are then to pay Us for all stock (finished or unfinished) that We may then hold (or to which we are committed) for the order.
16.3 We may suspend or cancel the order, by written notice if:
16.3.1 you fail to pay us any money when due (under the order or otherwise);
16.3.2 you become insolvent;
16.3.3 you fail to honour your obligations under these terms.
17 – Waiver and variations
17.1 Any waiver or variation of these terms is only binding ifmade (or recorded) in writing and signed on behalf of each party; and expressly stating an intention to vary these terms.
17.2 No failure or delay by Us in exercising any of our rights or remedies under these terms or by law shall be deemed to be a waiver of that or any other right or remedy, and no waiver by Us of a breach of any provision of these terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision under these terms.
17.2 All orders that you place with Us will be on these terms (or any that We may issue to replace them). By placing an order with Us, you are expressly waiving any printed terms you may have sent us to the extent that they are inconsistent with our terms.
18 – Force majeure
18.1 In the event that We are prevented from or delayed in fulfilling Our obligations under these terms by reason of any supervening event, circumstance or cause beyond Our reasonable control including but not limited to war, national emergency, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental. parliamentary or local authority, pandemic, flood, fire, tempest, earthquake, import or export regulations or embargoes, strike or lockout or any similar or dissimilar event, circumstance or cause, We shall not be deemed to be in breach of Our obligations under these terms. We shall immediately give notice of this to you and must take all reasonable steps to resume performance of Our obligations.
19 – ULISG 1980
The Uniform Laws on the International Sale of Goods laid down in the United Nations Convention on Contracts for the International Sale of Goods 1980 shall not apply to, and shall be excluded from, the Contract unless expressly otherwise agreed between the parties in writing.
20 – Third Party Rights
A person who is not a party to the Contract shall have no rights to enforce any term of the contract under the Contracts (Rights of Third Parties) Act 1999.
21 – No Partnership or Agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the
parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
22 – Entire Agreement
Except as may be expressly set out in the contract, these terms and conditions together with the Order Confirmation constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. No variation to these conditions or of the contract shall be binding or effective unless agreed in writing and signed by the Buyer and the Seller or their authorised representatives.
23 – Governing Law and Jurisdiction
23.1 – The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.