Terms & Conditions
The term ‘Prolight Design Ltd’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Beacon Business Centre, Hopton Park, Devizes, Wiltshire, SN10 2EY. Our company registration number is 02659194. The term ‘you’ refers to the user or viewer of our website.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
rom time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
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PROLIGHT DESIGN LTD TERMS & CONDITIONS OF SALE
In these terms & conditions, “the Seller” means Prolight Design Limited (company number 02659194) and “the Buyer” means the customer who purchases the goods from the Seller in accordance with these terms & conditions.
The Seller sells and the Buyer buys the goods subject to these terms & conditions which apply to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
No variation to these conditions is binding unless agreed in writing by the Seller. The Buyer acknowledges that it does not rely on, and waives any claim for breach of, any representations, advice or recommendations not expressly set out herein.
ORDERS AND SPECIFICATIONS
No order submitted by the Buyer is accepted by the Seller unless and until confirmed in writing by the Seller.
If the goods are to be manufactured or any process is to be applied to the goods by the Seller in accordance with instructions given by the Buyer, the Buyer shall indemnify the Seller against all losses, damages, costs and expenses incurred by the Seller in connection with any claim for infringement of any industrial or intellectual property rights of any other person which results from the use of any specification provided by the Buyer.
The Seller reserves the right to make any changes in the specification of the goods to conform with any applicable safety or other statutory requirements or, where the goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between the Seller and the Buyer, and the Buyer should not rely on them in entering into any contract with the Seller.
PRICE OF THE GOODS
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Seller caused by matters outside the Seller’s control to include (but without limitation), foreign exchange fluctuation, pandemic, epidemic (or any governmental regulations relating thereto), changes in delivery dates, quantities or specifications requested by the Buyer; delay caused by any instructions of the Buyer; and failure of the Buyer to give the Seller adequate information or instructions.
Except as otherwise agreed in writing between the parties all prices are given by the Seller on an ex works basis exclusive of VAT. VAT will be charged at the rate prevailing at the time of delivery.
All quotations provided by the Seller are valid for the period set out in them and, where no period is provided, the quotation shall lapse after 30 days.
TERMS OF PAYMENT
Save as may be otherwise agreed in writing, the Seller shall invoice the Buyer for the goods upon delivery or notification to the Buyer that the goods are available for collection. Payment is due 30 days from the invoice date, or such other due date as may be agreed between the parties. If payment is not made by that date, the Buyer shall pay interest on the amount unpaid at the rate of 1.5 per cent per month or part thereof from the date of the invoice and the Seller may, in its sole discretion, suspend delivery of, or otherwise withhold, any other goods ordered by the Buyer.
If the goods are to be supplied in batches then the Seller may render an invoice in respect of each batch and time of payment of each invoice shall be of the essence of the contract and if any invoice is not paid within 30 days then the Seller shall, in addition to any other rights hereunder, be entitled to cancel the contract or suspend further deliveries upon giving the Buyer written notice thereof.
Goods shall be deemed to be delivered either by notification being given by the Seller to the Buyer that the goods are available for collection at the Seller’s premises or as may be otherwise agreed in writing between the parties.
The Buyer shall collect the goods within seven days of receiving notification that the same are ready for collection.
Any dates quoted for delivery of the goods are approximate only and the Seller is not liable for any delay in the delivery of the goods howsoever caused.
Where the goods are to be delivered in batches, each delivery constitutes a separate contract and failure by the Seller to deliver any one or more of the batches does not entitle the Buyer to treat the contract as a whole as repudiated.
If the Buyer fails to collect the goods within seven days of receipt of notification from the Seller or if the Seller is unable to deliver the same as otherwise agreed then, without prejudice to any other remedy, the Seller may store the goods until actual delivery or collection and charge the Buyer for the reasonable costs (including insurance) of storage, or sell the goods and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall.
RISK AND TITLE TO THE GOODS
Risk of damage to or loss of the goods passes to the Buyer when the goods are delivered or deemed to be delivered in accordance of the above.
Title to the goods shall not pass to the Buyer until the Seller has received payment in full of the price of the goods and all other goods for which payment is due then in cash or cleared funds.
Until title to the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee, and shall keep the goods separated from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. The Buyer is entitled to resell or use the goods in the ordinary course of its business, but shall account to the Seller for the proceeds of the sale or otherwise of the goods whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored and protected and insured.
Until title to the goods passes to the Buyer, the Seller is entitled at any time to require the Buyer to deliver up the goods to the Seller and, if the Buyer fails to do so forthwith, to enter any premises where the goods are stored and repossess the goods.
The Buyer is not entitled to pledge or in any way charge any of the goods which remain the property of the Seller, but if the Buyer does so then all money owing to the Seller shall (without prejudice to any other right and remedy of the Seller) forthwith become due and payable.
WARRANTIES AND LIABILITY
The Seller warrants that the goods manufactured by it will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of five years and 25,000 Hours usage from the date of their delivery, subject to the following conditions.
The Seller shall not be liable:
- for any defect in the goods arising from any drawing, design or specification supplied by the Buyer;
- if the goods and/or the lighting system was not planned nor installed in accordance with the respectively valid IEC standards,
- if the goods were not maintained in accordance with the relevant specifications;
- for any defect from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair to the goods without the Seller’s approval;
- where the defect arises from: (i) improper use, misuse of the product or defect due to the behaviour of the Buyer or a third party, in particular if instructions or technical notes in the operating instructions and/or installation instructions are not observed; (ii) faults or fluctuations in the supply voltage and/or in the circuits; (iii) abnormal operating conditions; (iv) force majeure such as fire, flooding, etc.; or (v) use of faulty or incompatible accessories; or
- if the total price for the goods has not been paid by the due date for
The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, for which the Buyer shall only be entitled to the benefit of any warranty or guarantee given by the manufacturer to the Seller.
The Buyer acknowledges and agrees that:
- this warranty does not apply, subject to (b) below, to lamps, regardless of whether they are already fitted in the luminaires or supplied separately on delivery;
- regarding COB LED modules within LED luminaires, a decrease in luminous flux up to a value of 0.6%/1000 operating hours therefore does not constitute a defect for the purposes of this warranty;
- for electronic control devices and/or components such as LED modules, the average nominal failure rate amounts to 0.2%/1000 operating hours, unless the average nominal service life and nominal failure rate of the equipment or components is defined otherwise in the product and application specifications; any lesser failure rate shall not give rise to a defect for the purposes of this warranty; and
- LED Tape Products are only covered by this warranty for a period of one year from the date of their delivery.
Any alleged defects in the goods or their failure to correspond with specification shall be notified to the Seller within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, failing which the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with these terms and conditions.
Following notification of a claim under this warranty, the Buyer must allow the Seller to investigate (for which it may need access to the Buyer’s premises and product samples).
In the event of a valid claim under this warranty, the Seller shall be entitled to replace the goods (or the part in question) free of charge or, at the Seller’s discretion, refund to the Buyer the price of the goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
Customer or Project Specific Warranty Terms may be agreed from time to time where required. Any Warranty Terms that deviate from our Standard Terms and Conditions will only be valid when provided in Writing and signed and dated by a Director or Prolight Design Limited.
The Seller does not warrant that the goods are fit for any particular purpose.
LIMITATION ON LIABILITY
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
Subject as aforesaid, the Supplier’s total liability to the Customer shall in no circumstances exceed the amount of the price of the goods in relation to which the relevant claim is made, and the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
This clause shall survive any termination of these terms & conditions.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded.
If the Seller manufactures Special equipment according to the specifications and/or design of the Buyer then the Seller shall not be liable for any breach of safety or other standard and shall be indemnified by the Buyer against any loss claim or other liability which the Seller may suffer as a result of such a breach.
All samples, plans, specifications, designs and other documents or information provided by either party to the other shall be kept confidential and remain the property of the providing party who may call for the immediate return of the same.
The Buyer shall not be entitled to cancel its order for goods (whether by seeking to terminate these terms & conditions or otherwise) without the consent of the Seller.
If the Seller agrees to cancel the order or terminate these terms & conditions, then the Buyer shall reimburse the Seller for all stock (finished or unfinished) that the Seller then holds or to which it is committed to buying or manufacturing in order to fulfil the order.
The Seller may terminate these terms & conditions or suspend the delivery of the goods, in its sole discretion, if the Buyer fails to pay when due any sums owing to the Seller, the Buyer commits a material breach of these terms & conditions or the Buyer is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the Buyer’s assets or it enters into or propose any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction or the Buyer ceases or threatens to cease trading.
On termination of these terms & conditions for any reason, the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
SPECIAL AND BULK ORDERS
If an order is designated a “Bulk Order” then (unless otherwise agreed in writing):
- Eight weeks prior to the projected date for the delivery of the first batch of equipment the Buyer will provide the Seller with a properly authorised Bulk Order Form.
- Not more than five weeks thereafter the Buyer shall provide the Seller with a Detailed Order Form and (in the event that the goods are to be delivered by the Seller to more than one location) a site list specifying the required dates of delivery and the equipment to be delivered to each
- If the Buyer shall so request then the Seller will supply to the Buyer within a reasonable period a list of all equipment and materials held by the Seller to the order of the Buyer in connection with the
- In the event of a cancellation of a Bulk or Special Order then, without prejudice to the foregoing, the Buyer will be charged for all Equipment and Special Equipment produced by the Seller or purchased by the Seller to meet the Special
- Payment for the Special Equipment shall be made at such time or times as shall be agreed in writing or specified on the Detailed Order Form. If no specific time for payment shall be agreed to or specified the payment shall be made in accordance with the provisions of these terms & conditions.
Force majeure. Neither party shall be in breach of these terms & conditions or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an event, circumstance or cause beyond a party’s reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for eight weeks, the party not affected may terminate the Contract by giving 21 days’ written notice to the affected party.
Assignment and other dealings. The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under these terms & conditions. The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms & conditions without the prior written consent of the Seller.
Entire agreement. These terms & conditions constitute the entire agreement between the parties.
Variation and Waiver. No variation of these terms & conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives). A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of these terms & conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the terms & conditions. If any provision herein is deemed deleted under this clause, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices. Any notice given to a party under or in connection with these terms & conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; or (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
Governing law. These terms & conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms & conditions or its subject matter or formation.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions shall not be affected thereby.
The contract shall be governed by the Laws of England.