Terms and Conditions of Sale

Companies Act Information
Registered Office Address:
KAIA Ltd. (“KAIA”)
21 Boston Place
London NW1 6ER
Registered Number: England and Wales 8330968
VAT Number: GB155215723
This information is provided in compliance with the UK E-Commerce
Regulations

KAIA Terms & Conditions for business customers
Effective 20th of May 2020


1 – Business customers
1.1 – These terms and conditions apply to sales of our goods to business
customers.
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 when we confirm our acceptance of your
order with our order confirmation.
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 and 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.
3 – Price
3.1 – The price quoted excludes VAT/Sales Tax /Duty/Custom or levies of
similar nature which are imposed or charged by any competent fiscal
authority in respect of Goods (unless otherwise stated).
3.2 – Our quotations lapse after 30 days (unless otherwise stated).

3.3 – The price quoted excludes delivery and charges for packing and
transport (unless otherwise stated) 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 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. The estimated delivery
time for our Collection line products is usually between 6 – 8 weeks; for
our Customize line products the estimated delivery time is between 8 -14
weeks.
4.2 – If we fail to deliver within a reasonable time, you may (by informing
us 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 installments. Each installment is
treated as a separate contract.
4.4 – We may decline to deliver if:
4.4.1 – we believe that it would be unsafe, unlawful or unreasonably
difficult to do so; or
4.4.2 – the premises (or the access to them) are unsuitable for our

vehicle.
4.5 – goods will not be delivered on pallets unless requested (see clause
3.8).
5 – Risk
5.1 – The goods are at your risk from the time of delivery; ie when the
goods are dispatched.
5.2 – Delivery takes place at our premises. Incoterms are applicable. As a
standard the delivery is “ex work”.
5.3 – You must inspect the goods on delivery. If any goods are not
delivered,
you must write to tell us within three working days of delivery or the
expected delivery time.
You must grant us (and any carrier) access to inspect the damaged
goods.
6 – Payment terms
6.1 – You are to pay us in cleared funds on or prior to delivery, unless you
have
an approved credit account.
6.2 – If you have an approved credit account, payment is due no later
than stated on the
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 future 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 – If you have an approved credit account we may withdraw it or
reduce your credit limit
or bring forward your due date for payment. 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 lien).

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 submitted
with our quotation or at your request must be returned within 30 days of
receipt and we shall be entitled to charge for them if they are not so
returned.
8 – Storage
8.1 – If we do not receive forwarding instructions sufficient to enable it to
dispatch the goods within 5 days after notification that the goods are
ready for delivery, you will take delivery or arrange for storage. If you do
not take delivery or arrange for storage, we shall be entitled to invoice
and be paid for the goods as though the goods had been delivered. 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 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 works 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 -Title
10.1 – Until you pay all debts you may owe us:
10.1.1 – all goods supplied by us remain our property;
10.1.2 – you must store them so that they are clearly identifiable as our
property;
10.1.3 – you must insure them (against the risks for which a prudent
owner would insure them) and hold the policy on trust for us;
10.1.4 – you may use those goods and sell them in the ordinary course of
your business, but not if:
(a) – we revoke that right (by informing you in writing); or
(b) – you become insolvent.
10.2 – You must inform us (in writing) immediately if you become
insolvent.

10.3 – If your right to use and sell the goods ends you must allow us to
remove the goods.
10.4 – We have your permission to enter any premises where the goods
may be stored:
10.4.1 – at any time, to inspect them; and
10.4.2 – after your right to use and sell them has ended, to remove them,
using reasonable force if necessary.
10.5 – Despite our retention of title to the goods, we have the right to
take legal proceedings to recover the price of goods supplied should you
not pay us by the due date.
10.6 – You are not our agent. You have no authority to make any contract
on our behalf or in our name.
11 – Warranties
11.1 – We warrant that:
11.1.1 – the goods comply with their description on our acknowledgement
of order confirmation and the current Technical Specifications of the
lighting fixture. We warrant that our products/lighting fixtures shall
represent the state of the art and shall be free of manufacturing and
material defects. 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 are worked on and 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.
11.2 – KAIA cannot give any warranties on the supplied lamps. The terms
and conditions and technical specifications of the lamp manufacturer are
applicable. Expiration of the normal lifespan of the goods and lamps within
the warranty period shall not constitute a defect.
11.3 – If you believe that we have delivered goods which are defective in
material or workmanship, you must:
11.3.1 – inform us (in writing), with full details, as soon as possible, latest
3 business days after delivery ; and
11.3.2 – allow us to investigate. Queried items must be sent back for
inspection at the customers’ cost.
11.4 – 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. 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.
11.5 The warranty given by Law does not apply to any defect in the goods
arising from:
11.5.1 – fair wear and tear;

11.5.2 – willful damage, abnormal storage or working conditions;
11.5.3 – accident or negligence by you or a third party;
11.5.4 – your failure to operate the goods in accordance with user
instructions;
11.5.5 – any alternation or attempt to repair by you or a third party;
11.5.6 – any specification provided by you.
12 – Our liability
12.1 – We do not in any way exclude or limit our liability for:
12.1.1 – death or personal injury caused by our negligence;
12.1.2 – fraud or fraudulent misrepresentation;
12.1.3 – any breach of the terms implied by section 12 of the Sale of
Goods Act 1979 (title and quiet possession); and
12.1.4 – defective products under the Consumer Protection Act 1987.
12.2 – The terms implied by sections 13 to 15 of the Sale of Goods Act
1979 are, to the fullest extent permitted by law, excluded;
12.3 – Subject to clause 13.1, we will under no circumstances whatever
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.
12.4 – 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 of the
goods.
12.5 – 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. 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.
13 – Specification
13.1 – If we prepare the goods in accordance with your specifications or
instructions you must ensure that:
13.1.1 – the specifications or instructions are accurate;
13.1.2 – goods prepared in accordance with those specifications or
instructions will be fit for the purpose for which you intend to use them;
and
13.1.3 – 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.
13.2 – We reserve the right:
13.2.1 – 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
13.2.2 – to make without notice any minor modifications in our
specifications we think necessary or desirable.
14 – Return of goods and refund
14.1 – In general we will not accept the return of goods from you. If we
accept it is entirely in our discretion or under Distant Selling Regulations.
If you return the item to us within 14 days of:
14.1.1 – by prior arrangement (confirmed in writing);
14.1.2 – on payment of an agreed handling charge (unless the goods were
defective when delivered) and at least a 40% restocking fee
14.1.3 – where the goods are as fit for sale on their return as they were
on delivery.
14.1.4 – when you contact us and request a Goods Returns Number (GRN)
and quote this when returning the goods to us.
14.1.5 – when you return the goods within 60 days of being authorised
the GRN.
14.2 – We do not accept the return of any customized products,
lamps/light bulbs and any electrical components like dimming components
etc.
15 – Export terms
15.1 – 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 over an international border or overseas.
15.2 – 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.
15.3 – Unless otherwise agreed, the goods are supplied ex works our
place of manufacture.
15.4 – Where the goods are to be sent 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.
15.5 – 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.
15.6 – We are not liable for death or personal injury arising from the use
of the goods delivered in the territory of another State (within the
meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

16 – Rejection
16.1 – Unless otherwise agreed in writing goods rejected as not complying
with the contract must be rejected within 3 working days of delivery to
your premises or to such other place as you specified.
17 – Cancellation
17.1 – You may not cancel the order unless we agree in writing (and
clauses 4.2.2 and 17.2 then apply).
17.2 – 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.
17.3 – We may suspend or cancel the order, by written notice if:
17.3.1 – you fail to pay us any money when due (under the order or
otherwise);
17.3.2 – you become insolvent;
17.3.3 – you fail to honour your obligations under these terms.
18 – Waiver and variations
18.1 – Any waiver or variation of these terms is binding in honour only
unless:
18.1.1 – made (or recorded) in writing;
18.1.2 – signed on behalf of each party; and
18.1.3 – expressly stating an intention to vary these terms.
18.2 – 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 to the extent that they
are inconsistent with our terms.
19 – Force majeure
19.1 – If we are unable to perform our obligations to you (or able to
perform them only at unreasonable cost) because of circumstances
beyond our control, we may cancel or suspend any of our obligations to
you, without liability.
19.2 – Examples of those circumstances include act of God, accident,
explosion, war, terrorism, fire, flood, transport delays, strikes and other
industrial disputes and difficulty in obtaining supplies.
END.
KAIA Ltd. – Terms and Conditions for B to B – 20 May 2020