TRADING TERMS AND CONDITIONS

DEFINITIONS

In these Terms, the following definitions are applicable:

Advice Note: a document sent by the Supplier to the Customer informing that the Goods ordered have been dispatched
Call-Off Orders: Orders which are delivered by the Supplier as per the Customer’s specified Call-Off Instruction
Call-Off Instruction: means the instruction from the Customer to physically deliver the Goods to the Delivery Site.
Contract: means the legally binding agreement between the Supplier and the Customer for the purchase and sale of Goods in accordance with these Terms.
Current Trade Price: has the meaning of the price determined by the Supplier for Goods as varied from time to time.
Customer: the authorised person, employee, firm or any other entity which contracts with the Supplier for the purchase of Goods.
Date of Commencement: has the meaning given to it in clause 1.4.
Date of Deemed Delivery: has the meaning given to it in clause 2.10.
Date of Delivery: the date when the Goods are delivered to site following a Call-Off Instruction.
Date of Invoice: means the date when the Customer is invoiced for the Goods. This will ordinarily be on or after the Date of Delivery, or the Date of Deemed Delivery.
Delivery Site: means the location nominated by the Customer, subject to agreement by the Supplier.
Force Majeure Event: has the meaning set out in clause 10.2.
Goods: has the meaning of the products of any kind manufactured and/or sold by the Supplier.
Intellectual Property: means copyright, rights in inventions, patents, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, domain names, rights to use and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, and all similar rights and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing.
Order: the Customer’s order for the supply of Goods. This will ordinarily be in the form of a Purchase Order, unless otherwise agreed.
Order Confirmation: the Supplier’s written acknowledgement and acceptance of the Customer’s Order.
Return Merchandise Authorisation (RMA): Documentation from the Supplier to the Customer authorising acceptance of the return of faulty Goods
Supplier: Orlight Limited (England & Wales company number 03331729) of Unit 3, Victor Way, Radlett Road, Colney Street, St Albans, AL2 2FL.
Terms: these terms and conditions as amended from time to time in accordance with the provisions in clause 1.2 below.

1. BASIS OF CONTRACT 
1.1 These Terms govern the supply of Goods sold by the Supplier to the Customer. These Terms constitute the entire and only agreement between the parties.
1.2 No variation, modification or substitution for these Terms shall be binding on the Supplier unless specifically accepted by the Supplier in writing and signed by a Director.
1.3 All orders placed are subject to acceptance by the Supplier of the Customer’s Order in the form of an Order Confirmation, at which point a legally binding contract is constituted between the parties, subject to the provisions in clauses 2.2 and 2.3 below. Acceptance will ordinarily be conveyed in writing or by email in response to the Order, unless otherwise mutually agreed by the Parties.
1.4 Acceptance takes place at the date the Supplier has issued the Order Confirmation (the Date of Commencement), at which point a contractual relationship between the parties is established. From the Date of Commencement, clause 7.1 applies with regard to cancellations.
1.5 In the event that there is a discrepancy with individual terms contained in an Order, these Terms shall prevail.

2. ORDERS, PRICE & PAYMENT
2.1 The Customer is responsible for ensuring the accuracy of any Order they have submitted.
2.2 The Customer will be held responsible for written or verbal orders placed by its employees, and the Customer must inform the Supplier in writing of any changes made in respect of its employees’ authority to place orders.
2.3 The Supplier reserves the right to vary the price of its Goods, but the Supplier will confirm the price with the Customer. Where the price differs from the amount set out in the Customer’s Order, the Supplier will inform the Customer of the varied price and the Customer must provide written confirmation of its desire to proceed with the Order at the varied price.
2.4 All prices quoted are special nett plus valued added tax (“VAT”) at the prevailing rate, and are subject to change. All quotes must be requested in writing and will be issued by the Supplier in writing. Quotes will not be conveyed verbally.
2.5 The Supplier is not obliged to accept the Customer’s Order, and may limit the quantity ordered.
2.6 From time to time, where quoted, trade prices in the Supplier’s catalogue or promotional literature may differ from the current price of the products. The Supplier is under no obligation to honour previously quoted trade prices.
2.7 The Supplier’s standard account terms are as follows: Payment must be made within 60 days of the Date of Invoice, unless prior to purchase, both parties have made special arrangements in writing. The Supplier reserves the right to revoke credit on overdue accounts. Unpaid accounts will incur interest at 4% per annum above the Bank of England base rate from time to time. In the event of litigation regarding late payment or underpayment, the process will be taken over by HSBC Invoice Finance and any costs incurred will be payable to them.
2.8 If an invoice is not fully paid after a period of 90 days from the Date of Invoice, all previous discounts will be removed and the Customer will be liable to pay for the goods received at the Current Trade Price.
2.8 All orders lesser in value than £200, nett of VAT and any discount given, will accrue a standard carriage charge of £12.50 for domestic United Kingdom (“UK”) deliveries. The Supplier may change its carriage charge without prior consent.
2.9 If a UK delivery is required for arrival the next day before 12.00am, a £25 special carriage charge will be incurred. If a UK delivery is required for the next day before 10.00am, a special carriage charge of £45 will be due. This clause relates to all orders, including those greater in value than £200, nett of VAT and discount.

3. CALL-OFF ORDERS & INSTRUCTIONS
3.1 All instructions for Call-Off Orders must be issued by the Customer within 12 months of the Date of Commencement unless a mutual agreement for an alternative period is present. Where there is no such agreement, the Goods are to be held in quarantine at the Supplier’s premises awaiting details of a Delivery Site
3.2 The Customer must provide details of a Delivery Site within 20 working days (Date of Deemed Delivery) of the Date of Commencement. Failure to do so will revoke the Customer’s right to actual, physical delivery of the Goods and the Goods will further be deemed delivered
3.3 The Customer must pay for the Goods at the Current Trade Price with any previous discounts removed within 2 working days of the Date of Commencement. Account which remain unpaid after 2 working days will incur interest at 4% per annum above the Bank of England base rate from time to time

4. DISCOUNT STRUCTURE
At the discretion of the Supplier, the Customer may be offered a discount, which is applied to the Current Trade Price. This discount (the “Standard Range Discount”) will be shown on the Customer’s trade price quotation. This Standard Range Discount is not applicable to project-based inquiries, which may, at the discretion of Supplier, attract a special nett pricing structure that already incorporates a discount within the quoted price.

5. DELIVERY, TITLE & RISK
5.1 The Customer must provide the address (the Delivery Site), where it requires delivery of the Goods. This will ordinarily be the address specified on the Order. The Supplier is unable to facilitate collections from its warehouse.
5.2 The Supplier shall ensure that each delivery of Goods is accompanied by an Advice Note. The Customer must check quantities upon receipt of the Goods.
5.3 Subject to clause 2.10, delivery of the Goods is completed on the Goods’ arrival at the Delivery Site.
5.4 In the event that the Customer has not received the Goods within the stated delivery time, they must notify the Supplier immediately.
5.5 It is the Customer’s responsibility to ensure that all Goods delivered have been checked for missing parts and/or any defects. The Customer must notify the Supplier within 48 hours of delivery stating if any of the items ordered are missing or not as per the Call-Off Instruction. The Customer must advise their installers not to commence any installation work without checking the Goods for missing parts and/or defects.
5.6 The risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods, however, shall not pass until the Supplier receives payment in full for the Goods. The Supplier is entitled to maintain an action for the invoice price (or the part thereof unpaid) until the payment for the price of the Goods is received in full and cleared funds.

6. PRODUCT SPECIFICATION
6.1 The Supplier reserves the right to alter, without notice, the product specifications published in its catalogues, promotional literature and/or website. This can relate to the dimensions, material composition, recess depths, hole cut outs required, lamp type, or inclusion of lamps. All illustrations and information in any promotional literature, including the Supplier’s website are for guidance purposes only, and are subject to variation due to changes in the production process.
6.2 The Customer should refrain from advising installers to make preparations for materials and installation without physical delivery and receipt of the goods. The Supplier will not be held responsible for costs in the event of any specification changes to its products.
6.3 The Supplier’s employees and agents are not authorised to make any representations concerning the specification of the goods, unless confirmed by the company in writing. In entering into a contract, the Customer acknowledges that they are not relying upon any such representations, waiving their right to claim for any breach arising thereof.
6.4 Any typographical, clerical, or other error or omission in any sales or promotional literature, quotation, website, price list, acceptance of offer or counter-offer shall be subject to correction without any liability arising.

7. AVAILABILITY
7.1 Whilst the Supplier endeavours to hold sufficient stock in its warehouses to supply or deliver all Goods ordered, certain products or ranges advertised in promotional literature may not be in stock. In the event of being out of stock, the Supplier will inform the Customer of an estimated delivery time. This is only an estimate and the Supplier shall not be held responsible for late delivery or unavailability.
7.2 Whilst manufacturing bespoke products, the Supplier shall provide an estimated delivery time. As this is an estimate, the Supplier shall not be held responsible for late delivery.

8. CANCELLATIONS, GUARANTEES & RETURNS
8.1. Once an Order has been placed and accepted by way of an Order Confirmation, it cannot be cancelled at any time, under any circumstance.
8.2 The Supplier operates a strict no returns policy for incorrectly ordered or over-ordered Goods. It is the responsibility of the Customer to check their luminaire schedules before placing any Orders as well as their Call-Off Instructions prior to delivery.
8.3 From time to time, in its absolute discretion, the Supplier may allow the Customer to return Goods. However, to do so in the rare cases where Goods are returnable with consent, the Goods must be returned with a valid returns number. Any debit notes issued by the Customer for these purposes will not be valid.
8.4 Goods returned without the Supplier’s written consent and without notification will remain in the Supplier’s warehouse, but the risk will remain with the Customer. If the goods were supplied correctly or the issues otherwise were not notified within the given timeframe in clause 4.5, payment will remain due under clause 2.5. The Customer will be invoiced for the costs incurred in the redelivery of the Goods to the Delivery Site. Failure to accept the redelivery is a material breach of these Terms.
8.5 The Supplier will repair or replace products found to be faulty if still within their warranty in clause 7.6. The Supplier will not offer a refund for goods found to be faulty.
8.6 The Supplier’s Goods are guaranteed against faulty materials and workmanship for one year, either from the date of payment for the Goods or the Date of Delivery, whichever is the latter. However, if the Goods have been negligently installed or repaired, the guarantee is rendered void. The Customer must ensure that the Goods are installed by a qualified NIC/ECA registered contractor.
8.7 The Goods are intended for use in the UK and the Supplier makes no warranties that the goods are suitable for use outside the UK, or comply with any laws, regulations or standards of any jurisdiction outside the UK.
8.8 The Supplier does not provide any guarantees in excess of, or in addition to those provided in clause 7.6.
8.9 In some instances, advanced replacements for faulty goods may be offered and agreed in advance and where possible, will be exchanged at the Delivery Site. An Advice Note and Return Merchandise Authorisation (RMA) will need to be signed as proof of the delivery of a replacement and the return of faulty goods.
8.10 Where an exchange cannot take place for whatever reason, the advanced replacement will be treated as an Order and will be invoiced with payment due as per clause 2.5. Any faulty goods must be returned to the Supplier for inspection. If the Supplier is satisfied that the Goods are faulty due to manufacture and have not been tampered with in any way, then a credit note will be issued for the faulty goods. It is the Customer’s obligation to prove that the Supplier has received these Goods by way of a signed receipt.
8.11 If, after inspection, the Supplier is not satisfied that the goods are faulty due to manufacture, the Supplier at the Customer’s request, may return the damaged goods and all invoices will remain payable.
8.12 The Supplier will only meet the cost of return (postage and/or courier costs) for faulty products. The Supplier shall nominate the carrier or courier.

9. TERMINATION
9.1 Without prejudice to either parties’ other rights or remedies, each party may terminate the Contract between the parties with immediate effect by means of written notice if:

  1. the other party commits a material breach of its obligations under the Terms or any further terms as agreed from time to time, and if such breach is remediable, has not been remedied within 14 days of receiving notice to do so.
 
  1. the other party ceases or threatens to cease its business, or becomes insolvent, or if an individual become bankrupt, or has a liquidator, receiver, administrator, trustee or similar officer appointed over its assets, or threatens to suspend payment of its debts, or is unable to pay its debts as and when they fall due, or any other analogous event.

9.2 Where the Contract is terminated, the Customer shall pay the Supplier all sums outstanding, including any unpaid invoices and payments of interest. The Supplier retains a right to claim damages in respect of any breach of contract which existed at the date of termination in addition to the payment of all sums outstanding.
9.3 Upon termination, the Supplier shall be under no further obligation to provide any further Goods to the Customer, including those required for different projects. Where termination occurs, the Supplier shall retain ownership in the title of any Goods delivered to the Customer until full payment, and the Supplier shall have the right to order repossession of the Goods.

10. DISCLAIMER
The data in the Supplier’s catalogue, promotional literature and website is provided in good faith and for informational purposes only. The Customer may not use this data against the Supplier and the Supplier shall reserve the right to alter all product data without notice at any time.

11. FORCE MAJEURE
11.1 The Supplier shall not be liable for delay or failure to perform any or all of its obligations under this agreement if the delay or failure is caused by any circumstances beyond its reasonable control.
11.2 For the purposes of these Terms, a Force Majeure Event shall include, but not be limited to: acts of God; war; riot; terrorism; civil disorder; industrial dispute; fire; explosions; malicious damage; compliance with any law or governmental rule, order, regulation or direction; accident; breakdown of machinery; flood; storm; or failure of transport network or a utility service.
11.3 Upon the happening of a Force Majeure Event, the Supplier shall be entitled to a reasonable extension of time for the performance of its obligations under the Contract.
11.4 If the Force Majeure Event prevents the Supplier from providing any of the Goods ordered for more than 6 weeks, the Supplier shall be entitled to terminate the Contract immediately by way of written notice to the Customer.

12. LIMITATION OF LIABILITY 
12.1 Nothing in these Terms affects or limits the Supplier’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by a negligent act, nor breach of the terms implied by section 12 of the Sale of Goods Act 1979 (for Orders made pre-October 2015) or section 31 of the Consumer Rights Act (for Orders made post-October 2015).
12.2 However, subject to clause 11.1, the Supplier is not liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise in excess of the price of the Goods paid by the Buyer under such contract or £25,000, whichever is the lesser.
12.3 Further to clause 11.2, the Supplier shall not under any circumstances be liable for any indirect or consequential loss howsoever caused, whether arising in tort (including negligence), breach of statutory duty, 
breach of contract or otherwise under or in connection with the Contract. This includes, but is not limited to, regardless of whether the party in breach knew or ought to have known that such loss would likely be suffered as a result of their breach, the following:

  • Pure economic loss;
  • Loss of profits;
  • Administrative inconvenience;
  • Loss of business;
  • Loss of goodwill;
  • Loss of contract;
  • Loss of anticipated savings;
  • Delivery and assembly costs;
  • Liability under agreements with or to third parties resulting from such breach;
  • Property or assets; or
  • Installation or reinstallation costs.
12.4 The terms implied by sections 13 to 15 Sale of Goods Act 1979 (for Orders made pre-October 2015) and sections 9, 11 and 13 Consumer Rights Act 2015 (for Orders made post-October 2015) are, to the fullest extent permitted by law, excluded from the Contract.
12.5 Nothing in this Clause 11 shall affect the statutory rights of the Customer, where the Customer may be acting as a consumer.

13. COMPLAINTS
If you have an enquiry or complaint regarding the Goods provided, please address them to: Dr. Michael Dangoor, Orlight Limited, Unit 3, Victor Way, Radlett Road, Colney Street, St. Albans, AL2 2FL.

14. THIRD PARTIES 
A person who is not a party to the Contract shall not have any rights to enforce its Terms. The Contracts (Right of Third Parties) Act 1999 is expressly not intended to apply.

15. INTELLECTUAL PROPERTY RIGHTS & CONFIDENTIALITY 
15.1 The Customer agrees and acknowledges that all Intellectual Property relating to the Goods sold shall remain the exclusive property of the Supplier. This Intellectual Property shall not be used, distributed, disclosed or licensed by the Customer without permission of the Supplier.
15.2 The Customer acknowledges that where they have access to confidential information, including but not limited to commercial and technical know-how, specifications, lighting calculations, inventions or structures in addition to Intellectual Property rights, they must not disclose any such confidential information without prior permission of the Supplier.

16. ASSIGNMENT 
The Contract between the parties shall not be assigned by the Customer without written consent of the Supplier.

17. NOTICES
Any notice required by these Terms must be in writing and effected by way of personal delivery, registered mail postage, email, or fax. If effected by post, it is deemed to be received 72 hours after the date of postage. Other means of notification are deemed to have been received on the day of sending.

18. JURISDICTION
These Terms shall be construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales in respect of both contractual and non-contractual matters.

19. SEVERANCE
19.1 If any part of these Terms is found to be unlawful, unenforceable or invalid, it shall not affect the validity or enforceability of the remaining clauses.
19.2 Where a provision is found to be unlawful, unenforceable or invalid, the parties shall negotiate in good faith to amend such a provision to ensure that it can be amended or construed as legal, enforceable and/or valid.
19.3 If a provision may be modified to make it legal, enforceable or valid, the parties agree that it shall be deemed modified to the minimum extent necessary. Where this is not possible, it shall be deemed deleted from the Terms.