In these Terms, the following definitions are applicable:

Advance Replacement: means Goods supplied to the Customer in replacement of a faulty item for which the cause of fault is yet to be determined

Authorised Officer: any person who is a member of Board of Directors at the Supplier’s Company

Call-Off Orders: Order which are delivered by the Supplier as per the Customer’s specified Call-Off Instruction

Call-Off Instruction: means the instruction given by the Customer as to when 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: means the price determined by the Supplier for the Goods as varied from time to time

Customer: means the authorised person, employee, firm or any other entity which contracts with the Supplier for the purchase of Goods

Customer Service Account: A Customer with additional service benefits including call-off orders and direct customer assistance

Date of Commencement: is the date at which the Order Confirmation is submitted by the Supplier

Date of Delivery: means the date the Goods are delivered to the delivery site

Date of Invoice: means the date the Customer is invoiced for the Goods. This will ordinarily be on or just before 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: means the provisions set out in clause 15

Goods: means 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: means 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: means the Supplier’s written acknowledgement and acceptance of the Customer’s Order given as per Clause 5.1

Price of the Contract: means the price agreed for purchase and supply of goods at the time of forming the Contract

Purchase Order: means the document provided by the Customer as an order to instruct the Supplier to manufacture Goods as per their requirements

Sales Return Transaction (SRT): means the document from the Supplier to the Customer authorising acceptance of the return of 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 and expressly agreed to by an authorised officer of the Supplier

1.3. The Customer is responsible for ensuring the accuracy of any Purchase Order submitted to the Supplier. Any changes made to the Customer’s Purchase Order shall only be valid where an authorised officer of the Supplier has accepted such change expressly in writing

1.4. For the avoidance of doubt, 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

1.5. 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. PURCHASE ORDERS

2.1. Under these terms, a Purchase Order is regarded a formal instruction to manufacture; issued by the Customer in writing which indicates types, quantities and prices for products OR refers to a quotation document issued by the Supplier

2.2. All Purchase Orders must be defined with a unique reference number or code issued by the Customer

2.3. 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 reference) to purchase goods in line with clause 2.1 from the Customer to the Supplier shall constitute a formal Purchase Order under these terms

2.4. 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 1. subject to changes, if any as per Clause 5.2 – at which point a binding contract is formed.

2.5. Holding or Master Purchase Orders issued by the Customer will be considered a valid and binding order as per clause 2.1 for the purposes of business trade.

3. PAYMENT

 3.1 Where customers trade via credit account, 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 

4. QUOTATIONS

4.1. Quotations issued by the Supplier are solely for informative and indicative guide purposes only

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

4.3. Goods stipulated on the Supplier’s quotation do not guarantee stock availability or represent a contractual offer until placement of a Purchase Order by the Customer

4.4. If a 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

4.5. All prices quoted are special nett plus Value Added Tax (VAT) at the prevailing rate, and are subject to change, in accordance with clause 4.2

5. ORDERS

General

5.1 All Purchase Orders must be submitted in writing on the Customer’s company letterhead with a unique Purchase Order reference. The Supplier shall accept the provision of a Purchase Order by way of email or post where it is expressly agreed in writing by an authorised officer of the Supplier

5.2. It is the Customer’s responsibility to ensure any Purchase Order it has submitted accurately reflects their requirements. The Supplier shall not accept any changes to an order subsequent to issue of an Order Confirmation unless expressly agreed to by an authorised officer of the Supplier

5.3. The Supplier operates a 24-hour turnaround from order placement to manufacture. Orders requested to be cancelled or amended subsequent to this time period require the Supplier’s written agreement

5.4. In all instances, 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 and delivery of Goods

5.5 Where the Customer fails to accept delivery at any point during the Customer’s Call-Off Schedule, the goods shall be deemed delivered to the Customer and remain held at the Supplier’s stores until further notice

5.6 The Supplier reserves the right to apply a reasonable monthly stock charge for rejected deliveries or extended schedules by way of invoice as per payment terms stipulated in clause 3

Fast-Track

5.7 Orders for Fast-Track Customers are accepted based on stock availability. A Fast-Track Order shall not be contractually binding until an Order Confirmation is issued by the Supplier

5.8 Where a fast-track customer issues a Purchase Order, the Supplier shall deliver the Goods subject to availability. The Customer shall be issued a delivery date for their order upon issue of Order Confirmation

5.9 The Supplier reserves the right to reject an Order from a Fast-Track Customer and the time of delivery is not of the essence.

5.10 Fast-Track Orders over a value of £25,000.00 are eligible, at the sole discretion of the Supplier, for call-off schedule up to a maximum of three delivery dates

Customer Service

5.11 Customer Service accounts are eligible for a call-off schedule within a 12-month time period for their orders. The schedule is issued by the Supplier and agreed with the Customer

5.12 Where the Customer requires an extended schedule by the Supplier, the Customer must make its request in writing to the Customer Service Team. Extension of a schedule is at the sole discretion of the Supplier and where agreed, the Customer’s Order will be converted to an Unallocated Order.

5.13 It is the Customer’s responsibility to manage their requirements as per their call-off schedule accordingly and the Supplier shall deliver the goods ordered in line with said schedule

5.14 All call-off instructions for the Customer’s call-off schedule must be issued within 1 month of placement of their Order

5.15 Missed, failed or no deliveries from the Call-Off Schedule by month 9 of the 12-month time period shall result in an Automated Delivery Schedule being produced by the Supplier

5.16 Amendments to the Call-Off Schedule must be requested in writing and shall be approved by the Supplier based on stock availability

5.17 The Supplier shall not accept any amendments to call-off dates issued within 1 month of a scheduled delivery and will deliver as per the original schedule.

5.18 All amendments for Customer Service Account Orders must be within the original 12-month time period from the Date of the Order. Where the call-off schedule exceeds this period, a charge may be applicable as per the provisions in clause 5.6

Unallocated

5.19 Where the Customer’s Order cannot be maintained within the 12-month time period, the Customer must agree an alternative time period with the Supplier 

5.20 Clauses 5.11 to 5.18 shall apply to the time period for delivery of the Order agreed between the Customer and the Supplier 

6. DELIVERIES

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

6.2 All orders lesser in value than £200.00, nett of VAT and any discount given will accrue a standard carriage charge of £15.00 plus applicable VAT for domestic UK deliveries. The Supplier may change its carriage charge without prior consent

6.3 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 72 hours of delivery if the quantity delivered does not reflect that of which is ordered. Where the goods delivered are believed to not reflect the product ordered, the Customer must notify the Supplier in writing within 10 days of delivery

6.4 If the Customer fails to take delivery of the Goods, rejects the Goods or due to Customer’s fault the Supplier is otherwise unable to deliver the Goods following an attempt; 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

7. DISCOUNTS

7.1 Where the Customer is offered a discount, it is their responsibility to ensure that the discount offered is stated on their Purchase Order and entered onto their Customer Portal. Failure to do so will result in the Customer’s Order being processed at Current Trade Price and the supplier shall not accept any liability incurred by the customer for its applied pricing.  

8. SAMPLES

8.1 The Supplier may from time to time provide the Customer with a sample of its product offering. In all instances, the sample shall be chargeable by way of an invoice subject to the payment terms as per clause 3 

8.2 Non-chargeable samples are issued solely at the discretion of the Supplier and confirmed in writing by an authorised officer of the Supplier

8.3 Where the Customer is issued a non-chargeable sample, the sample must be returned to the Supplier within 90 days from the Date of Delivery. In the event that the sample is not returned, a corresponding invoice for the sample’s value shall be raised and subject to payment terms as per clause 3

9. PRODUCT SPECIFICATION

9.1 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 Supplier's production process. 

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

9.3 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.

9.4 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.

10. WARRANTIES & INDEMNITIES

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

10.2 Unless otherwise agreed expressly in writing by the Parties and subject to the provisions of Clause 9, 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
Batteries: 12 months
All other items: 2 years

10.3 Any goods reported faulty must be returned to the supplier within the above stated warrant period. 

10.4 All returned goods will be assessed subject to the Supplier’s warranty criteria at clause Clauses 10.6, 10.7, 10.8, 10.9 and 10.10. Please refer to clause 11 for further information on returns. 

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

10.6 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

10.7 The Supplier’s warranty is strictly applicable to goods placed in service in the UK only 

10.8 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

10.9 The Supplier’s warranty shall not apply to goods where the corresponding invoices remain unpaid by the due date for payment as per clause 3 

10.10 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. Where this applies, the Supplier shall refer to such agreement in the form of written confirmation 

10.11 The Customer agrees to indemnify the Supplier against all and any reasonable losses incurred by the Supplier excluding the extent to which the supplier may be liable to the Customer under the Contract 

11. CANCELLATIONS & RETURNS

Cancellations

11.1 The Supplier, subject to Clause 11.4 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 

11.2 The Supplier operates a strict, non-negotiable, no-returns and non-cancellation policy for bespoke and ORCOMM goods 

11.3 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 

11.4 All cancellations shall be at the sole discretion of the Supplier and if accepted, a 45% restocking fee (of the total value of the goods subjected to restocking) shall apply to such cancellations

11.5 Where the goods from a cancellation cannot be returned, the goods shall be fully chargeable. 

11.6 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 a dispute regarding an Order 

Returns

11.7 The Supplier shall only accept a return for goods deemed faulty due to manufacture 

11.8 All returns must be accompanied with a Sales Return Transaction (SRT) document. The Supplier shall not accept any return without the completion of this document  

11.9 Refunds or Credits for returns are not 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 the following: 

(i) Issue a full technical report stating its reasons for non-approval; and 
(ii) Return the said goods to the Customer and maintain the corresponding invoice as payable; or 
(iii) If return of the said goods is rejected by the Customer, maintain the corresponding invoice as payable as if delivery had occurred

11.10 Where necessary, the Customer may be offered an Advance Replacement. Where this occurs and the Supplier is not satisfied that the Goods are faulty due to manufacture; the Advance Replacement will be treated as an order and invoiced with payment due as per clause 3 

11.11. Where the Supplier is satisfied that the Goods are faulty due to manufacture and have not been tampered with in any way, the Advance Replacement shall remain free of charge 

12. RISK & TITLE

12.1 The Goods on the Order will be delivered to the address stipulated on the Order. Where an address has not been provided and cannot be obtained, the goods will be delivered to the Customer’s registered company address 

12.2 Risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods shall not pass until full payment for the Goods are received 

12.3. Until title to the Goods has passed to the Customer, the Customer shall: 

(a) Store the Goods separately from all other goods held by the Customer so they remain readily identifiable as the Supplier’s property; 
(b) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods 
(c) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 
(d) Notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(ii) 
(e) Give the Supplier such information as the Supplier may reasonably require from time to time relating to: 

(i) The Goods; and 
(ii) The ongoing financial position of the Customer 

12.4 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 

12.5 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 ensure that the Supplier has the ability to procure entry to such premises 

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

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 (incl 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 £50,000.00; 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 becomes 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 all Goods delivered to the Customer that remain unpaid at the point of termination, 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:

16.1.1 become insolvent 
16.1.2 suffer the appointment of an administrator or an administrative receiver over any of its assets 
16.1.3 go into liquidation whether compulsorily or voluntarily 
16.1.4 makes any voluntary arrangements with its creditors (within the meaning of the Insolvency Act 1986 or any equivalent or analogous legislation); 
16.1.5 become the subject of a bankruptcy order; 
16.1.6 cease, or threaten to cease to carry on business and/or at risk of losing its creditworthiness; or should the Company Supplier reasonably apprehend that any events mentioned above is to occur in relation to the Customer;
16.1.7 become the subject of a Judgement by a Court of Law which, in the opinion of the Supplier, may impact Supplier’s business adversely

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

16.1.8 to suspend or withhold further deliveries so long as the default continues, and or; 
16.1.9 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; 
16.1.10 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; 
16.1.11 to enter the Customer’s premises for the purpose of repossessing the Goods in respect of which title has not yet passed. 

16.2 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. IP RIGHTS & CONFIDENTIALITY

17.1. 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 

17.2. 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 

18. COMPLAINTS

18.1 If the Customer has 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 

19. THIRD PARTY RIGHTS

19.1 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 

20. GENERAL

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

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

20.7 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. Both parties agree that in the event of a dispute, disagreement or any claim arising out of this agreement, the exclusive jurisdiction to resolve such matters lies with the Courts of England and Wales.