Terms & Conditions
Terms and conditions of sale for EOS Lighting Solutions Ltd business customers.
Terms & Conditions of Sale
1. Business Customers
1.1 These terms and conditions apply to sales of our goods and/or services to business customers.
1.2 If you wish to buy our goods for domestic use or for purposes not connected with a business, you are a consumer, in which case these terms and conditions do not apply to you and you should see instead our terms and conditions for consumers.
2. The Contract Between Us
2.1 A contract between us on the terms set out in these terms and conditions will come into force when we confirm our acceptance of your order.
2.2 These terms and conditions will govern the contract to the exclusion of any terms which you might seek to incorporate or impose or which might be implied by trade, custom or a course of dealing.
2.3 References in these terms and conditions to the quotation is to any written quotation issued by us which is accepted by you via your order.
2.4 All goods are subject to availability. If, following acceptance of your order, we are not able to supply the goods in question, we will inform you of this and will not process your order. If you have already paid for the goods, we will refund you the full amount as soon as reasonably possible.
2.5 We may vary these terms and conditions from time to time. Every time you order goods and/or services from us, the terms and conditions in force at that time will apply to the contract between us.
2.6 These terms and conditions apply equally to goods and services except as otherwise stated.
2.7 In the event that any goods are supplied by us under or in conjunction with a third party finance agreement ("Finance Agreement") the provisions of clause 20 shall apply.
3. Price
3.1 The price of the goods is the price set out in the quotation. The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
3.2 Our quotations are valid for the period set out in them and, where no period is provided, the quotation shall lapse after 30 days.
3.3 The price quoted excludes the cost of delivery (unless otherwise stated) which will be payable by you in addition.
3.4 Rates of tax and duties on the goods will be those applying at the time of delivery.
3.5 At any time before delivery we may adjust the price of our goods to reflect any increase in our costs of supplying the goods where such increase is beyond our reasonable control.
3.6 For special orders: All orders for lamps and luminaires of non-standard voltages or types not included in catalogues are considered to be "Special Types" the production of which is undertaken on the understanding that you will accept under or over delivery to the extent of 10% at the price quoted per unit (adjusted pro-rata).
3.7 The price for the services will be: (a) the price set out in our quotation; or (b) if no price is quoted, the price will be calculated on the basis of our daily rates from time to time, details of which are available on request.
4. Delivery
4.1 All delivery times quoted are estimates only and not legally binding on us.
4.2 If we fail to deliver within a reasonable time after any quoted delivery time, you may (by informing us in writing) cancel the contract, however: (a) you may not cancel if we receive your notice after the goods have been dispatched; and (b) if you cancel the contract, you can have no further claim against us under that contract.
4.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay.
4.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
4.5 We may decline to deliver if: (a) we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or (b) the delivery location is unsuitable for our vehicle.
4.6 You agree to cooperate fully with us and provide us, our employees, agents, consultants and subcontractors with access to your premises and other facilities as reasonably required by us to deliver the goods to you.
5. Supply of the Services
5.1 We will supply the services in accordance with any written specification for the services agreed in writing between us.
5.2 We will use our reasonable endeavours to meet any performance dates agreed between us in writing, but these dates will be estimates only.
5.3 We may make changes to the services which are necessary to comply with applicable laws or safety requirements or which do not materially affect the nature or quality of the services.
5.4 You must: (a) cooperate with us in all matters in relation to the services; (b) provide us with access to your premises; (c) provide us with such information and materials as we reasonably require; (d) obtain and maintain any necessary licences, permissions and consents; (e) keep and maintain any materials or property of ours at your premises in safe custody; and (f) ensure that your premises provide a safe environment.
5.5 If our performance of any obligations is prevented or delayed by any act or omission by you, we may suspend performance of the services until you remedy it.
5.6 We warrant that the services will be provided using reasonable skill and care.
6. Risk
6.1 The goods are at your risk from the time of delivery.
6.2 Delivery takes place either: (a) on completion of loading at our premises (if you are collecting); or (b) once the goods are unloaded at your premises.
6.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within three working days of delivery or the expected delivery time.
7. Payment Terms
7.1 You are to pay us by BACS transfer for our goods on or prior to delivery, unless you have an approved credit account.
7.1.1 If you wish to pay by cheque a processing fee of 3% will be added to the total invoice value.
7.2 If you have an approved credit account, payment for the goods is due no later than 30 days from our invoice date unless otherwise agreed in writing.
7.3 Payment for the services will be in instalments and on the dates set out in our quotation.
7.5 If you fail to pay us any amount due to us in full on the due date we may: suspend or cancel future deliveries; cancel any discount offered; suspend performance of the services; and charge you interest at the rate set under the Late Payment of Commercial Debts (Interest) Act 1998.
8. Payment Disputes and Debit Notes
8.1 If you operate a debit note system, debit notes will only be accepted by us if raised in respect of: incorrect goods supplied, pricing discrepancies, delivery shortages, delivery, damaged goods, faulty goods and/or cancellation.
8.2 All requests to return goods to us must be agreed in writing by us before any debit note is raised by you.
9. Samples
9.1 Unless otherwise expressly agreed between us, samples submitted with our quotation or at your request must be returned within 90 days of receipt and we shall be entitled to charge for them at our standard price if they are not so returned.
10. Storage
10.1 If we do not receive forwarding instructions sufficient to enable us to dispatch the goods within 14 days after notification that the goods are ready for delivery, you will take delivery or arrange for storage. We may arrange storage either at our own works or elsewhere on your behalf and all charges incurred shall be payable by you.
11. Performance
11.1 Any data, technical information or performance figures provided by us are based on tests performed under standard conditions at our premises. They are believed to be accurate but cannot be guaranteed under different conditions.
11.2 Our goods are carefully inspected, and, where practicable submitted to standard tests at our works before dispatch.
12. Title
12.1 Until you pay all debts you may owe us: all goods supplied by us remain our property; you must store them so that they are clearly identifiable as our property; you must insure them and hold the policy on trust for us; you may use those goods and sell them in the ordinary course of your business subject to certain conditions.
12.2 You must inform us (in writing) immediately if you become insolvent.
12.3 If your right to use and sell the goods ends you must allow us to remove the goods.
13. Warranties in Respect of Goods
Please refer to the warranty policy which is available on request.
14. Our Liability
14.1 We do not in any way exclude or limit our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; defective products under the Consumer Protection Act 1987; and any other form of liability that cannot be excluded as a matter of law.
14.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded.
14.3 Subject to clause 14.1, we will under no circumstances be liable for: any loss of profits, sales, business, or revenue; loss or corruption of data; loss of business opportunity; loss of anticipated savings; loss of goodwill; or any indirect or consequential loss.
14.4 Subject to clause 14.1, our total liability shall in no circumstances exceed the amount of the price of the goods and/or services in relation to which the relevant claim is made.
15. Specification
15.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that: the specifications are accurate; goods prepared in accordance with those specifications will be fit for purpose; and your specifications will not result in the infringement of any intellectual property rights.
15.2 We reserve the right to make any changes in our specifications necessary for safety or statutory compliance, and to make without notice any minor modifications we think necessary or desirable.
16. Smart Solutions & Sensors
16.1 We do not warrant the performance of our luminaires when connected to any third party smart solution, lighting controls or sensor equipment.
16.2 The wireless communication functionality of any smart device installed within a luminaire is tested to ensure it's performing to the manufacturers specification.
16.3 Any sensors or smart devices that are supplied as standalone equipment may also require setup or commissioning by the installing contractor, unless otherwise agreed in writing.
16.4 Any luminaires that are manufactured with an integrated sensor will require setup by the installing contractor onsite.
16.5 The performance of devices such as presence and absence detection sensors, wireless interfaces and smart devices may differ to the manufacturers stated specification due to environmental factors.
17. Return of Goods
17.1 All goods are made to order and non-returnable unless otherwise agreed in writing. We will only accept the return of goods: by prior arrangement; on payment of an agreed handling charge (unless defective); where the goods are as fit for sale on return as on delivery; when you request a Goods Returns Number (GRN); and when you return the goods within 14 days of being allocated the GRN.
17.2 All bespoke products and special orders are strictly non-returnable, due to the custom nature of the product.
18. Export Terms
18.1 Clause 18 applies where we supply the goods over an international border or overseas.
18.2 The 'Incoterms' of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports.
18.3 Unless otherwise agreed, the goods are supplied ex works at our place of manufacture.
19. Cancellation and Termination
19.1 You may not cancel the order unless we agree in writing.
19.2 If we agree that the order may be cancelled you are then to pay us for all stock (finished or unfinished) that we may then hold for the order.
19.3 We may suspend or cancel the order or terminate any contract between us, by written notice and without liability to you if: you fail to pay us any money when due; you become insolvent; or you commit a material breach of any of these terms and fail to remedy within 7 days of notification.
20. Products Supplied Under Finance
20.1 In the event that goods are supplied which are subject to any Finance Agreement, specific provisions shall apply regarding warranties, liability, cancellation and title transfer to the finance provider.
21. Force Majeure
21.1 If we are unable to perform our obligations to you because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
21.2 Examples of those circumstances include but are not limited to act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
22. WEEE
22.1 'WEEE' means waste electrical and electronic equipment as defined in the WEEE Regulations (SI 2006/3289).
22.2 You shall be responsible for financing the cost of collection, treatment, recovery and environmentally sound disposal of all WEEE arising or deriving from the goods, comply with all obligations under the WEEE Regulations, and provide us with data, documents and assistance as required.
23. General
23.1 Any contract between us shall be governed by and construed in accordance with the laws of England. The courts of England shall have exclusive jurisdiction.
23.2 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).
23.3 If you place an order on behalf of a business, you confirm that you have authority to bind your business.
23.4 If any of these terms are unenforceable as drafted, it will not affect the enforceability of any other term.
23.6 All brochures, catalogues and other promotional materials are to be treated as illustrative only.
23.8 No contract is intended to be for the benefit of, and it shall not be enforceable by, any person who is not a named party to it.
23.9 We may transfer our rights and/or obligations under a contract to another organisation. You may only transfer your rights with our prior written approval.
23.10 These terms and conditions and the documents referred to in them constitute the entire agreement between us.
23.12 By entering into a contract, you and we each agree to comply with our respective obligations under the Data Protection Legislation (GDPR and any successor legislation).
23.13 All intellectual property rights in or arising out of or in connection with the goods and/or services (other than intellectual property rights in any materials provided by you) shall be owned by us.
23.14 You undertake to us that you will regard as confidential the contract between us and all information obtained by you relating to our business, pricing and/or products which is not in the public domain.