TRADING TERMS AND CONDITIONS

DEFINITIONS

In these Terms, the following definitions are applicable:

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: Is the date at which the Order Confirmation is submitted by the Supplier.  
 
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 15.

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.
 
ORL Call-Off Schedule Document: The document issued by the Supplier which stipulates schedule of delivery for goods.
 
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.  ORDERS & 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  The provision of a formal purchase order by the Customer constitutes an offer to purchase the Goods specified on the order, subject to these Conditions. The Supplier shall accept the Customer’s order by way of Order Confirmation (the Date of Commencement) – at which point a binding contractual obligation to purchase is formed.

1.4  Purchase Orders must be placed in writing on the Customer’s company letterhead with a unique Purchase Order reference. Where this has not been provided, a written request (with a Purchase Order reference) to purchase goods from the Supplier by the Customer shall be taken as a formal Purchase Order.

1.5  The Customer is responsible for ensuring the accuracy of any Purchase Order it has submitted and must inform the Supplier in writing of any changes made in respect of its representatives’ authority to place orders.

1.6  Once the Supplier has issued an Order Confirmation, the Customer cannot change or part-remove items from their Order without the express written agreement of the Supplier.

1.7  The Supplier and the Customer acknowledge that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. Nothing in this Condition operates to exclude or limit the liability of either party for fraudulent misrepresentation.
 

2.  QUOTATIONS

2.1  A quotation issued by the Supplier for informative and indicative guide purposes only and is under no circumstances an offer by the Supplier.

2.2  Quotations issued by the Supplier shall be valid for 90 days from the date of Quotation and cannot be transferred unless agreed otherwise expressly in writing. 

2.3  Goods stipulated on the Supplier’s quotation do not guarantee stock availability until placement of an order.

2.4  If the Customer places a Purchase Order with the Supplier against a quotation issued, the Purchase Order shall follow the requirements stipulated on that quotation. Should the Customer wish to later revise the quotation received, a new Purchase Order must be submitted. 

2.5  All prices quoted are special nett plus Value Added Tax (VAT) at the prevailing rate, and are subject to change, in accordance with clause 2.2.
 

3.  PRICE & PAYMENT 

3.1 The Supplier’s standard account terms are as follows: Payment must be made within 60 days of the Date of Invoice and time for payment shall be of the essence unless prior to purchase, both parties have made special arrangements in writing.

3.2  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.

3.3  Invoices that remain unpaid after a period of 90 days from the Date of Invoice, any discounts applied will be revoked and a further invoice for the difference between the discounted rate on the Customer’s Order and the Current Trade Price will be issued and payable subject to the provisions of this clause 3. 

3.4  The Supplier shall be entitled to bring an action for the value of the Goods or part thereof, irrespective of whether property in the Goods has passed to the Customer. 

3.5  The Customer shall pay all and any amounts due in full without any set-off, counterclaim, deduction or withholding (except as required by law).

3.6  All Orders lesser in value than £200.00, 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. 

3.7  If a UK delivery is required for arrival the next day, the following special carriage charges will apply (this relates to all orders, including those greater in value of £200.00, nett of VAT and discount):

Before 12:00pm - £25.00
Before 10:00am - £45.00
 

4.  DELIVERIES & CALL-OFF ORDERS 

4.1  Delivery of Goods will be to the delivery site stipulated on the Customer’s Order unless directed otherwise. 

4.2  The Supplier shall deliver the Goods on the date specified on the Order Confirmation or Call-Off Schedule (whichever is applicable). Unless otherwise agreed, dates for delivery are approximate only and the time of delivery is not of the essence.

4.3  It is the Customer’s responsibility to ensure that all Goods delivered have been checked for missing goods, parts and/or defects. The Customer must notify the Supplier within 48 hours of delivery if the quantity delivered does not reflect that which is ordered. Where the goods are believed to be defective or have missing parts, the Customer must notify the Supplier in writing within 14 days of delivery.

4.4  Dates provided by the Supplier for delivery are approximate only and the time of delivery is not of the essence. 

4.5  The Supplier shall not be liable for any delay in delivery of the Goods caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions or any other instructions relevant to the supply of Goods.

4.6  If the Customer fails to take delivery of the Goods, rejects the goods, or the Supplier is otherwise unable to deliver the Goods, they shall be deemed delivered and the Supplier may do one or more of the following:

(I)  Raise an invoice for the Goods concerned as if delivery had occurred;  
(II)  Store the Goods at the Customer’s risk and charge reasonable storage costs until actual delivery or other satisfaction of contractual liability; or
(III)  Terminate the Contract in full

4.7 ‘Managed Account’ Customers are eligible for a 12-month call-off schedule issued by the Supplier and agreed with the Customer. Call-Off Orders are set by both parties using the ORL Call-Off Schedule Document.

4.8  All instructions for Call-Off Orders must be issued by the Customer within 1 month of the Date of Commencement and the Goods on the Order must be supplied in full within 12 months.

4.9  Failure to provide instructions for call-off within 1 month will result in the Customer’s Order being subject to an Automatic Delivery Schedule issued by the Supplier. 

4.10  Failure to accept delivery in full at the expiry of the Call-Off Schedule will revoke the Customer’s right to actual, physical delivery and the Goods shall be deemed delivered to the Customer as per the provisions stipulated at clause 4.4. 

4.11  Where the Customer requires extended stockholding by the Supplier, the Customer will be charged a reasonable monthly stock charge by way of invoice as per payment terms stipulated in clause 3.
 

5.  DISCOUNT STRUCTURE

5.1  The Customer may, at the Supplier’s discretion be offered a discount applied to the Current Trade Price. This discount will be shown on the Customer’s quotation in accordance with clause 2. 

5.2  Discount is not applicable to project-based enquiries which may, at the discretion of the Supplier, attract a special nett pricing structure that incorporates a discount within the quoted price. 

5.3  Any discount offered by the Supplier must be stated clearly by the Customer on the Purchase Order. Failure to do so may result in a Customer’s Order being processed at Current Trade Price. 
 

6.  RISK & PROPERTY 

6.1  The Goods on the Order will be delivered to the address stipulated on the Order. The Supplier does not facilitate collections from its warehouse. 

6.2  Risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods shall not pass until the Supplier receives payment in full for the Goods. 

6.3  In the event of non-payment as per clause 3, the Supplier may recover or resell the Goods so as to discharge any overdue payment from the Customer under the Contract.

6.4  To assure the Supplier of the Customer’s compliance to its obligations under these Terms, the Supplier shall be entitled to enter the Customer’s premises or such other premises where the Goods are stored. Where the Goods are stored at a premise owned by a third party, the Customer shall use its best endeavours to procure entry to such premises by the Supplier.

6.5  Nothing in this clause shall give the Customer the right to return the Goods other than in accordance with clause 10.
 

7.  PRODUCT SPECIFICATION 

7.1  The Supplier reserves the right to alter, without notice, the product specification 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 our production process. 

7.2  The Supplier reserves the right to make changes in the Specification of the Goods which do not materially affect their quality or performance.

7.3  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. 

7.4  The Customer acknowledges that in entering into a Contract, they are not relying on any representation regarding specification, waiving their right to claim for any breach arising thereof. 

7.5  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.
 

8.  SERVICES (LIGHTING DESIGN) 

8.1  The Supplier warrants to the Customer that it will perform all duties and responsibilities under the agreed scope of works in a diligent, professional and workmanlike manner as per the Customer’s instructions.

8.2  The warranty provided in clause 8.1 is given on the basis that the Customer’s instructions are clear, in-depth and sufficient as to the work required. Failure to provide such instructions shall waive the Customer’s right to a claim thereof.

8.3  The Supplier’s design must be verified by the relevant representative of the Company as to suitability and accuracy to application. The Supplier shall bear no liability arising from the use of designs which do not have prior verification. 

8.4  The Supplier shall bear no liability for any design produced for the Customer on a complimentary basis and the responsibility lies with the Customer to ensure an internal/third party sign-off process is executed prior to use of the Supplier’s design. 

8.5  The Supplier reserves the right to make any changes to this Service which is necessary to comply with any applicable law or safety requirement or does not affect the nature and quality of the Service. In any such event, the Supplier shall notify the Customer of the same.
 

9.  SERVICES (AFTERCARE)

9.1  The Supplier shall offer a two-year onsite warranty (“Aftercare Service”) against faulty materials and workmanship on all projects placed by its Managed Accounts or over £25,000.00 in value. The Customer’s two-year warranty shall commence from the Date of Invoice or Date of Delivery, whichever event occurs first. 

9.2  The Supplier will inspect the Goods in order to engage the Aftercare Service, if it is found to have been negligently installed or repaired, however, the warranty shall be rendered void and any services required to rectify fault shall be chargeable.

9.3  The Supplier’s Aftercare Service is intended for use only in mainland UK. 

9.4  It is the Customer’s responsibility to ensure the correct documentation required to engage Aftercare is submitted. Failure to do so shall result in the prohibition of services to that Customer’s Order.

9.5  The Supplier’s Aftercare Service strictly excludes all and any works considered a Specialist Installation, i.e. facades, installations requiring special access or permit to complete. 

9.6  All services completed under the Aftercare Service shall be done during standard business hours, i.e. Mon-Fri – 8am-4:30pm. The Supplier reserves the right to apply a surcharge for any works conducted outside of these hours.

9.7  The Supplier reserves the right to apply a surcharge to the Customer for wasted journeys and excessive waiting times over 30 minutes. 
 

10.  CANCELLATIONS & RETURNS

Cancellations

10.1  An order placed by the Customer and accepted by the Supplier by way of Order Confirmation cannot be cancelled without the express written agreement of the Supplier.

10.2  The Supplier operates a standard strict no-returns policy for incorrectly ordered or over-ordered Goods. The Customer is responsible for ensuring the accuracy of their luminaire schedules and, where applicable, their Call-Off instructions prior to placement of an Order and delivery.

10.3  The Supplier operates a strict, non-negotiable no-returns and non-cancellation policy for bespoke and Orcomm goods.

10.4  Where a cancellation/return is accepted in writing by the Supplier, a 45% restocking fee shall apply.

10.5  The Supplier reserves the right to place the Customer’s trading account on hold and cease all other activity with the Customer including deliveries, call-offs, quotations & order enquiries in the event of dispute regarding an Order.

Returns
 
10.6  The Supplier shall only accept a return for goods which are deemed faulty due to manufacture.

10.7  If the Supplier accepts a return or offers an advance replacement, the Goods will not be considered returned to the Supplier without completion of a Returns Merchandise Authorisation document which must be done prior to collection of the faulty goods.

10.8  In any event, a return will not be approved until inspection of the goods by the Supplier. If the Supplier is not satisfied that the goods are faulty due to manufacture, the Supplier will do one of the following: 

(I)  Return the damaged goods to the Customer and maintain the invoice payable; or
(II)  If delivery to the Customer is rejected, maintain the invoice as payable as if delivery had occurred

10.9  Where the Customer has been given an advance replacement, this will be treated as an Order and invoiced with payment due as per clause 3. If the Supplier is satisfied that the Goods are due to manufacture and have not been tampered with in any way, a credit note will be issued for the faulty goods.
 

11.  WARRANTIES 

11.1  The Supplier warrants to the Customer that the Goods will correspond to the latest agreed specification at the time of delivery.

11.2  Unless otherwise agreed expressly in writing by the Parties and subject to the provisions of this clause 11. The Supplier warrants the following Goods shall be free of faulty materials and workmanship for the corresponding periods from the Date of Invoice or Delivery, whichever event occurs first:

Engines: 5 Years
 
All Other Items: 2 Years

11.3  Warranty for LED strip will be rendered void if the goods are installed without aluminium backing or the appropriate housing/profile.

11.4  The Supplier may, in exceptional circumstances and at its absolute discretion, agree warranty terms which the Customer can pass on to its customers or the ultimate end user of the Goods (where applicable). Where this applies, the Supplier shall refer to such agreement in the form of written confirmation.

11.5  Where clause 11.4 does not apply, the warranty is given solely to the Customer and is not transferable. 

11.6  The Supplier’s warranty is conditional upon the following:

(I)  Goods are used in conformity with the Specification and any instructions provided by the Supplier;
(II)  Goods are professionally installed by a qualified NIC:EIC registered contractor; 
(III)  The acceptable limits for temperatures and voltages according to the relevant instructions or standards notified to the Customer are not exceeded; and 
(IV)  Goods are not exposed to any unintended mechanical, chemical or other stresses which may compromise the integrity of its intended purpose

11.7  The Supplier’s warranty is strictly non-applicable to goods which are not placed in service in the UK by the Customer. 

11.8  If the Customer or third parties make or perform changes, repairs, service work or any other remediable work to the Goods without the prior written consent of the Supplier, the warranty shall immediately be rendered void.

11.9  The Supplier’s warranty shall not apply if the invoice relating to the Goods or Services remains unpaid by the due date for payment as per clause 3.

                                                                                                                                          

12.  INDEMNITY 

12.1  Excluding the extent to which the Supplier may be liable to the Customer under the Contract, the Customer agrees to indemnify the Supplier against all and any reasonable losses incurred by the Supplier.
 

13.  LIMITATION OF LIABILITY 

13.1  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.

13.2  Without prejudice to any specific limitations and exclusions under these Terms, the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Contract or £50,000, whichever is the lesser. 

13.3  The Supplier shall not be liable for any indirect or consequential loss, howsoever caused, including loss of profits, pure economic loss, administrative inconvenience, loss of business, goodwill, contract, anticipated savings, delivery and assembly costs, installation or reinstallation costs, property or assets or liability under agreements with or to third parties resulting from such breach.

13.4  The terms implied by sections 13-15 Sale of Goods Act 1979 are to the fullest extent permitted by law, excluded from the Contract.
 

14.  TERMINATION 

14.1  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:

(I)  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;
(II)  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

14.2  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.

14.3  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.
 

15.  FORCE MAJEURE 

15.1  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 circumstances beyond its reasonable control including, but not limited to:

(I)  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.

15.2  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. However, 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.
 

16.  INSOLVENCY 

16.1  Subject to applicable insolvency rules, if the Customer fails to make payment under their Contract with the Supplier or falls in breach of these Terms & Conditions or any other terms of any Contract with the Supplier, or should the Customer:

(I)  Become insolvent;
(II)  Suffer the appointment of an administrator or an administrative receiver over any of its assets;
(III)  Go into liquidation whether compulsorily or voluntarily;
(IV)  Makes any voluntary arrangements with its creditors (within the meaning of the Insolvency Act 1986 or any equivalent or analogous legislation);
(V)  Become the subject of a bankruptcy order;
(VI)  Cease, or threaten to cease to carry on business; or should the Company reasonably apprehend that any events mentioned above is to occur in relation to the Customer and the Customer notifies the Company accordingly;

16.2  The Supplier shall have the right (without prejudice to any other rights and remedies) to:

(I)  To suspend or withhold further deliveries so long as the default continues, and or;
(II)  To serve notice on the Customer noting that unless all outstanding sums pursuant to their Contract are paid, it will cancel the relevant contract and any other contract with the Customer. If payment is not made, the Supplier reserve the right to treat the Contract as repudiated and recover damages accordingly, and/or;
(III)  To recover from the Customer, any cost or expenses incurred should a third party agency be used in the collection of any monies due from the Customer, and/or;
(IV)  To enter the Customer’s premises for the purpose of repossessing the Goods in respect of which title has not yet passed. 

16.3  The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company but in the event that the Customer does so, all monies owed to the Supplier shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable. 
 

17.  COMPLAINTS 

17.1  If you have an enquiry or complaint regarding the Goods provided, please address them to Wilson Mendes, Group Operations Director, Orlight Limited, Unit 3 Victor Way, Radlett Road, Colney Street, St Albans, AL2 2FL.
 

18.  THIRD PARTY RIGHTS 

18.1  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.
 

19.  IP RIGHTS & CONFIDENTIALITY 

19.1  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. 
 

19.2  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. 

20.  GENERAL 

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

20.2  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. 

20.3  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. 

20.4  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. 

20.5  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. 

20.6  Whilst the Supplier will endeavour to ensure the accuracy, reliability and completeness of the data in its catalogue, promotional literature and website, it makes no warranty or representation, express or implied, or accepts responsibility for the accuracy, completeness, reliability or suitability of the Information for any purpose other than for information use. The Customer may not use such data against the Supplier and the Supplier reserve the right to alter all product data without notice at any time. 

20.7  Distribution, redistribution, reproduction, modification or transmission of the Information in whole or in part, in any form or by any means are strictly prohibited without the prior express written permission of the Company. 

20.8  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.