General Terms & Conditions

Fairlight, trade name of Fairlight BV

De Kazematten 19
6681CS Bemmel
Registered in the Trade Register Centraal Gelderland with number 09106102

1. Scope of these terms and conditions

1.1. These General Terms and Conditions shall apply to all offers and quotations sent out by Fairlight (FL), as well as to all agreements concluded between FL and the other party (as hereinafter described), on the basis of which FL delivers one or more goods and/or carries out work and/or provides advice.

1.2. Conflicting terms and conditions which the customer might use and which are contrary to these terms and conditions, or which are otherwise different, shall not be binding on us.

2. Quotes

2.1. All our quotes are without obligation, unless they include a timescale for acceptance. Where a quote contains an offer without obligation and this is accepted, we have the right to withdraw the offer within 4 working days of receiving acceptance. Offers shall never be valid for more than one month, unless specifically stated otherwise.

2.2. Price lists, brochures and other information provided with a quote shall be specified as accurately as possible. We are only bound by this if we have specifically confirmed this in writing.

2.3. We reserve the right to decline orders without giving reasons or to demand cash on delivery.

3. Agreement

3.1. Subject to the provisions below, any agreement with us shall only be effective once we have specifically both accepted and confirmed a purchase order in writing. The order confirmation shall be deemed to reflect the agreement fully and accurately.

3.2. Any subsequent agreements or later changes, as well as (verbal) agreements or undertakings made by our staff, or made on our behalf by our distributors, agents, representatives or other intermediaries shall only be binding on us where they have been confirmed by us in writing.

3.3. For deliveries where no quote or order confirmation has been sent, the invoice shall furthermore be taken as the order confirmation, and this shall also be deemed to reflect the agreement fully and accurately.

3.4. We shall be entitled on or after entering into the agreement to demand security from the purchaser for both payment and other obligations being met, before supplying (further) goods or services.

4. Delivery/delivery time

4.1. Specified delivery times shall never be regarded as deadlines, unless specifically agreed otherwise in writing. In the event of late delivery, we must receive written notice of non-receipt, and should be given reasonable time in which delivery should be made.

4.2. Delivery will be from our offices or warehouse, unless otherwise agreed.

4.3. The customer shall be obliged to take delivery of the goods purchased, at the time they are delivered, or at the time they are made available in accordance with the agreement. Where the customer refuses the goods or fails to provide the information or instructions needed for delivery, the goods will be held at the customer's risk. In such circumstances the customer shall be liable for any additional costs, to include at least storage charges.

4.4. In the event of a return shipment, for whatever reason, the relevant costs shall be the responsibility of the customer unless otherwise agreed. The customer shall remain liable for the products when being returned. A return shipment is only complete upon actual receipt of the products.

5. Pricing

5.1. Unless stated otherwise, all prices quoted shall be subject to change.

5.2. Prices are quoted in euros, excluding value added tax and transport costs, unless the parties agree otherwise in writing.

5.3. Where we agree on a specific price with the purchaser, we shall be entitled to increase the price: we may pass on price increases in duties and taxes, wages, currency exchange and other events which increase costs.

6. Payment terms

6.1. Payment must be made in cash, unless we have agreed alternative payment terms with the purchaser, in which case payment must be made within the terms stated on the invoice. Once this period has elapsed, the customer shall be in default, without notice being required: from the moment of default, the customer shall owe interest on the amount due and payable, at the rate of 1.5% per month. The customer shall also be liable to us for any costs incurred by us in collecting the debt, whether legal or out of court costs.

6.2. The purchaser's account shall fall due and payable immediately in the event of liquidation, insolvency, payments suspension, or application of the debt restructuring scheme for natural persons.

6.3. Payment should only be made using the method, and to the address, stipulated by us.

6.4. The purchaser shall not be permitted to settle amounts owing to us using any other means whatsoever, without our express written consent.

6.5. Every payment by the customer shall be applied first to settle costs and then interest, then due and payable invoices which have been overdue the longest, even where the customer states that the payment relates to another invoice.

6.6. We shall be entitled to demand (additional) security at all times, including once an agreement has ended, to ensure a customer meets their obligations properly. If this security is not provided, we shall be entitled to regard the agreement(s) concluded with the customer as cancelled, without being obliged to pay compensation or, at our option, to suspend supply until such security has been provided.

7. Retention of title

7.1. Goods delivered shall remain our property until the customer meets their payment obligations in full, including interest and costs, with regard to everything the customer still owes. In the event of late or non-compliance by the customer with their payment obligations, as stated under point 6 of these terms and conditions, we shall be entitled to repossess the goods delivered, without prejudice to any claims for compensation against the customer due to their failure to comply with the agreement.

8. Complaints/warranty

8.1. The manufacturer's warranty shall apply to any goods supplied by us, except where we have specifically agreed a different time.

8.2. If, during the period referred to in paragraph 1, the item develops a design, material or manufacturing defect, the customer shall be entitled to have the item repaired, taking into account the provisions of paragraph 1 of this clause. The purchaser may choose to have the item replaced if repair is not wanted, where the manufacturer's warranty allows. The purchaser shall only be entitled to a replacement if in our expert opinion the item cannot be repaired.

8.3. Fairlight offers a 1-year warranty against manufacturing defects for its LED products. A separate warranty applies to the LED video wall products. Defects due to not following the installation instructions will invalidate any warranty. Defects resulting from a failure to take suitable measures to prevent the effects of static electricity shall also invalidate any warranty.

8.4. There is a full warranty covering parts and labour for all LED video wall modules, for 3 months following invoice date. After 3 months, 1 LED pixel per 100 may become defective, before the customer shall become entitled to make any form of warranty claim. Fairlight shall supply parts free of charge between the 4th and 24th month following delivery, while labour costs relating to replacing the parts shall be the responsibility of the customer. The warranty shall end 24 months following the invoice date for the product supplied. The warranty is limited to manufacturing defects and failure of individual LEDs. Any defects resulting from customer misuse are excluded from the warranty.

8.5. The warranty on all products is valid only when used for no more than 8 consecutive hours in any 24-hour period.

8.6. Fairlight shall accept no liability for the so-called "ageing" effect on Fairlight LEDs, as a result of which LEDs give lower light output over their lifetime and the so-called colour temperature is different from new LEDs.

9. Liability

9.1. Without prejudice to the provisions of clause 8, we shall accept no liability for any damage resulting from carrying out the agreement. Nor shall we accept liability for consequential or third-party loss.

9.2. If and where we are liable, our liability shall be limited to the relevant invoice value for the goods (excluding VAT). If no invoice value can be given, we shall be liable up to the amount the customer is paid from its business liability cover.

9.3. Risk/transit

The goods shall be at the risk of the purchaser from the moment we despatch the goods, even though they remain our property; this shall also apply where the goods have been made available to the purchaser on a trial basis for a limited period. Where, upon arrival, it appears that the goods have been damaged, the purchaser shall be obliged to have the forwarder report the damage officially, before accepting these goods, failing which no liability can be accepted on our part.

10. Transfer of rights and obligations

10.1 We are allowed to transfer the rights and obligations described in any agreement with the customer, to third parties. In the event that customer obligations are transferred, we must inform the customer of this in advance and the customer shall have the right to terminate the agreement. We shall not be obliged to pay any compensation.

10.2 The customer shall not be entitled to transfer his rights or obligations under an agreement to any third party without our prior written consent.

11. Industrial property

All drawings, images, dimensions and weight specifications supplied by us, as well as any other information supplied by us to the purchaser as part of this agreement, shall remain our property, subject to the express reservation of the copyright models and patent rights. The customer is not permitted to copy this information (or have it copied) or distribute it to, or make it available to, third parties for inspection, except with express prior written consent,

12. Applicable law

All agreements concluded by us shall be governed exclusively under Dutch law.

13. Disputes

Any disputes shall be settled by the Arnhem District Court, without prejudice to our right to lodge a dispute at a court which has jurisdiction according to the normal rules of competence.

14. Variations to the terms and conditions

We are authorised to vary these terms and conditions. These variations shall become effective at the time notified for entering into effect. We will send the amended conditions to the other party promptly. Where no time for entering into effect has been notified, variations shall take effect vis-à-vis the other party as soon as the variation has been notified.