Terms & Conditions


STANDARD TERMS AND CONDITIONS OF SALE

 

AGREEMENT: This document (“Document”) contains the standard terms and conditions of sale by Olighting Ltd. (“Supplier”), to Purchaser, of products, materials, other goods, equipment, operations, or services (“Product”). If this Document is a quotation, then the offer contained herein shall remain open for thirty (30) days from the date it was issued, unless otherwise specified, and Purchaser shall be deemed to have accepted the offer and terms and conditions contained herein upon the earlier of: (1) Purchaser’s signature and return of this Document to Supplier by fax or any other means; (2) Supplier’s receipt of any order or any other writing from Purchaser indicating Purchaser’s acceptance and agreement to the terms hereof; or (3) Purchaser’s acceptance of any shipment of Product. Whether this Document is a quote, an invoice, or otherwise, the terms and conditions of the parties’ agreement shall consist solely of the terms and conditions contained in this Document, together with any separate written agreement previously executed by both Purchaser and Supplier, any invoices generated in connection herewith, and any written addenda to the foregoing that are signed by Purchaser and Supplier (all of which are hereinafter collectively referred to as the “Agreement”). Any additional or different terms contained in any order or other document submitted by Purchaser to Supplier shall be deemed rejected, unless expressly accepted in writing by Supplier. In no event shall Supplier’s silence or failure to respond to any such additional or different terms be deemed to constitute acceptance or approval thereof. If this Document is a quotation, then failure of the Purchaser to reject these terms and conditions in writing upon the first to occur of the receipt of this or any other document from or on behalf of the Supplier containing these terms and conditions or the delivery of Product pursuant to the Agreement shall constitute final acceptance of the terms and conditions hereof. To the extent this invoice is in any way deemed to be an acceptance of an offer of the Purchaser, any such acceptance of the Supplier is expressly conditioned upon the consent of the Purchaser to the terms and conditions of the Agreement.

MODIFICATIONS, RESCISSION & CANCELLATION: The Agreement may be modified or rescinded only in writing signed by duly authorized representatives of the parties. For any changes requested by Purchaser to the specification, style, or quantity of the Product, Purchaser shall pay the Supplier a charge equal to the actual additional cost incurred by the Supplier as a result of such change plus a reasonable percentage of such actual cost for overhead and profit. Orders may be cancelled only with Supplier’s written consent and upon terms which will save Supplier from loss, including all out-of-pocket costs and lost profits.

 

 

LIMITED WARRANTY – STRUCTURES: Supplier warrants the Product to be free of material and workmanship defects for a period of one year from the date of shipment, but said warranty is limited to material and workmanship of Product designed and manufactured by the Supplier. For any product manufactured using items supplied by Purchaser or Purchaser’s designee, Supplier makes no warranty concerning the design, fabrication, or manufacture of the items supplied. Such items shall carry only the respective designer’s, fabricator’s, or manufacturer’s warranty, if any. For product manufactured or fabricated by Supplier according to specifications or designs provided by Purchaser or Purchaser’s designee,

Supplier makes no warranty concerning the adequacy or sufficiency of the specifications or designs themselves. All warranty claims alleging defects of materials or workmanship must be submitted in writing within seven (7) days after the discovery of the defect or such claim shall be considered waived. Supplier will not accept Product returned to it for repair or replacement, unless Supplier is previously notified of the defect in writing and the return or correction is authorized by Supplier in writing. Any Product deemed by Supplier, in its sole discretion, to be defective in material or workmanship will be repaired or replaced, at Supplier’s option, F.O.B. Supplier’s plant. Supplier’s obligation to repair or replace any defective Product shall not include any obligation to reimburse the Purchaser for transportation, installation, removal, unauthorized repairs, or any other expenses that may be incurred by the Purchaser or others in relation to any Product defect. THIS WARRANTY EXCLUDES (I) FATIGUE FAILURE OR SIMILAR PHENOMENA RESULTING FROM INDUCED VIBRATION, HARMONIC OSCILLATION OR RESONANCE ASSOCIATED WITH MOVEMENT OF AIR CURRENTS AROUND THE PRODUCT. FURTHER, LABOR REQUIRED TO REMOVE AND/OR REINSTALL ORIGINAL OR REPLACEMENT PARTS SHALL BE THE RESPONSIBILITY OF THE CUSTOMER; (II) DAMAGE CAUSED BY IMPROPER INSTALLATION, OVERLOADING, MISUSE, ABUSE, ACCIDENT OR NEGLECT. In addition, this warranty does not cover alterations, modifications, or additions unless the change is acknowledged and accepted, in advance in writing, by Olighting Ltd; and (iii) if the products are to be used on an existing foundation or on other structures, the customer assumes all responsibility for the structural integrity of the existing foundation, anchorage or structures and all the consequences arising therefrom.

 

LIMITED WARRANTY – LED LUMINAIRES: Supplier warrants the Product to be free of material and workmanship defects subject to all conditions and limitations contained in this warranty for a period of between five (5) and ten (10) years for the luminaires listed in the Appendix and for a period a two (2) years for all other Products (hereinafter referred to as “Warranty Period”) from the date of invoice.

Supplier also warrants the luminous performances of its Products during the Warranty Period. During the Warranty Period and subject to all conditions and limitations contained in this warranty the luminous flux will be maintained at a level of at least 80% of the initial nominal flux mentioned in the datasheet or Supplier application study at nominal current provided that the average night time ambient temperature does not exceed the rated Tq performance temperature and taking into account a tolerance of 5% on the drivers nominal current.

This warranty is valid only for Products switched on/off on a daily basis with an average annual utilization of 4,200 hours and used in accordance with their technical specifications and installation instructions.

Official photometric measurements can only be carried out by Supplier or by a mutually agreed accredited laboratory with a protocol defined by Supplier.

In the case of defective product determined by Supplier to be covered by this warranty, Supplier shall at its sole discretion repair or replace such Products. If a product has been discontinued or is not available for any other reason, Supplier may propose an alternative product.

This warranty is strictly limited to the Products delivered by Olighting. All other costs (e.g. dismounting, freight for defective parts or Products, removal and reinstallation, transport time, tools for lifting and scaffolding or any other costs coming from an installation breakdown, as well as all costs or damages that are consequential, special, incidental or pure financial damages such as loss of revenue/profits, damage to property, work stoppage, idle assets, loss of production costs incurred by closed roads, road signs, traffic deviations etc.) are explicitly excluded and Supplier shall not be liable for injury to any person or damage to property.

The customer must demonstrate that any default, defect or damage to a Product or part thereof does not result from or is not directly or indirectly caused by any error, default, neglect, abuse, misuse or abnormal use by the Customer including without limitation the Customer’s failure to comply with any of the following conditions or requirements:

  • In every case, the Customer has properly transported the Product using the original packaging;
  • The Customer has consistently stored, installed, used and maintained the Product in compliance with Supplier specifications, guidelines, and instructions and, where applicable, IEC standards;
  • The customer has only used the Product for a purpose that was intended by Supplier;
  • The product has consistently been wired, installed and operated within the electrical values, operating range and environmental conditions in compliance with Supplier specifications, application guidelines, IEC standards or any other document accompanying the Product;
  • The Product has not been subjected to mechanical or electrical loads which are inconsistent with its intended use;
  • The product has not been exposed to ambient temperatures of the lower of Ta = 45°C (integrity, safety temperature) or the maximum value specifically rated by the Supplier;
  • Neither the customer nor anyone other than the supplier has repaired, replaced, adjusted or altered any Product and/or any part thereof, without the Suppliers prior and written consent and authorisation;
  • The not accessible/sealed parts, e.g. optical compartments of the Product have not been opened by the customer without the Suppliers prior and written authorisation;
  • The Product has not been improperly manipulated and/or put into contact with chemical products.

This warranty does not apply to:

  • Damage or failure to perform arising as a result of a force majeure or from any violation of any applicable standard or regulation, including without limitation those contained in the latest safety, industry and/or electrical standards and regulations applicable to the Customer;
  • Failure in performance, structural defect or functional deficient when Supplier has complied in full with the Customers written briefs, drawings or specifications which subsequently are found to be inadequate, incomplete or defective;
  • Damage or failure to perform arising as a result of electrical supply conditions, including spikes, over-voltage/under-voltage and ripple current control systems that are beyond the specified limits of the Product and those defined by relevant suppliers or contrary to industry standards relating to acceptable input power;
  • Any acts of nature such as lightning damage or corrosion should the corrosion be the result of external causes or factors (e.g. chemical products);
  • Additional control gears e.g. telemanagement;
  • Parts, elements and/or accessories added to the Product after its delivery;
  • Normal wear and tear of the product.

Should the Product be installed in a corrosive environment, notably seaside or chemical site, the Customer must inform the Supplier, which shall prescribe necessary precautions like additional, specific treatment and painting that the customer should comply with, including the regular respect of the prescribed maintenance actions during the course of the operation.

THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES GIVEN BY SUPPLIER, AND SUPPLIER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM STATUTE, COMMON LAW, CUSTOM, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE. THE REMEDY OF REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT SET FORTH IN THE FOREGOING WARRANTIES SHALL BE THE EXCLUSIVE REMEDY AVAILABLE TO ANY PERSON. SUPPLIER SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, EXPENSE, OR DAMAGE, WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHERWISE (INCLUDING LOST PROFITS, LOSS OF CONSTRUCTION BONUS OR INCENTIVES), RESULTING FROM THE POSSESSION, INSTALLATION, ERECTION, START-UP, USE, MAINTENANCE, OPERATION, REMOVAL, OR RESALE OF SUPPLIER’S PRODUCT OR CAUSED BY ANY DEFECT, FAILURE, OR MALFUNCTION OF ANY PRODUCT, WHETHER A CLAIM FOR SUCH DAMAGES IS BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, OR OTHERWISE. NO PERSON HAS THE AUTHORITY TO BIND THE SUPPLIER TO ANY REPRESENTATION OR WARRANTY OTHER THAN THE FOREGOING LIMITED WARRANTIES AS DISCLAIMED.

DELIVERY, FREIGHT & RISK OF LOSS: All products are sold ex-works factory, unless otherwise specified in writing. For shipment destinations outside the United Kingdom, freight charges will be prepaid by the customer to the nearest port of exit with all other applicable charges from said point of delivery being the responsibility of the customer, unless otherwise noted. The method of shipment will be solely determined by Olighting, using a common carrier of Olighting’s choice and delivered to the nearest destination. The customer assumes and will pay all charges for special services such as cartage, airfreight, express deliveries, parcel post and multiple deliveries on one order. For orders less than £1,500, freight may not be included and may be prepaid and charged to the customer. Orders below £500 may incur a processing fee. Freight charges for anchor bolts or accessories shipped independent of the structures (at the customer’s request) may be billed separately and paid by the customer, unless otherwise specified in writing. Risk of Loss, including transportation delays and losses, shall pass to Purchaser upon the earlier of (i) completion of the Product’s manufacture, if shipment is delayed by Purchaser, (ii) delivery of the Product to the Purchaser in cases where shipment is F.O.B. destination, or (iii) delivery of the Product to the carrier in cases where shipment is collect or is F.O.B. point of shipment.

 

PRICING: All prices and discounts are subject to change without advance notice except those shown on a specific quotation indicating the prices to be firm for thirty (30) days from the date of the quotation. For quotations accepted by Purchaser, Purchaser agrees that if the contract documents or designs or the prices of raw materials change from that contained in the quotation, Supplier has a right to charge additional compensation for increased costs, including, without limitation, costs related to freight and raw materials, as well as for increased margin associated therewith. Orders delayed or put on customer hold may not be price protected beyond the date of a general price increase announcement.

 

RETURNS & CLAIMS FOR SHORTAGES: Supplier will not accept returns for custom-made Product for any reason, provided that Supplier will accept returns made solely for repair or replacement under the foregoing express warranties, but only if Supplier has previously authorized said returns in writing. Standard (non-custom) Product may not be returned without the written consent of Supplier obtained within thirty (30) days after shipment, and only upon the following conditions: (i) all returned Product must be in excellent and merchantable condition and in the original packaging; (ii) the outbound and return freight must be pre-paid; and (iv) the return is subject to certain charges depending on current pricing and product. All claims for shortages must be made in writing within 30 days of receipt of shipment at destination.

 

PRODUCT SHIPPED WITH PROTECTIVE COVERING: Product received at the point of destination with protective covering should be unwrapped immediately and inspected. Any exposure to moisture during transportation or storage may cause the wrapping materials to stain the Product. Product is wrapped for protection during shipment.

 

INSTALLATION: Purchaser shall be solely responsible at its cost for the installation and erection of the Product purchased. Although Supplier may, in some cases, provide data, manuals, instructions, designs, drawings or specifications to aid Purchaser with installation or start-up, SUPPLIER ASSUMES NO RESPONSIBILITY FOR PROPER INSTALLATION OR SUPPORT OF THE PRODUCT WHEN ERECTED AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO SUCH INSTALLATION OR SUPPORT, WHETHER OR NOT DATA, MANUALS, INSTRUCTIONS, DESIGNS, DRAWINGS OR SPECIFICATIONS ARE PROVIDED.

IF THE SUPPLIER IS TO INSTALL THE PRODUCT THEN ANY PRICE QUOTED WILL ASSUME FREE AND UNFETTERED ACCESS TO THE SITE TO ALLOW SUITABLE AND APPROPRIATE LIFTING EQUIPMENT TO BE DEPLOYED. WHERE ACESS IS FOUND TO BE RESTRICTED AND THIS EQUIPMENT CANNOT BE USED THEN ANY EXTRA COSTS INCURRED FOR INSTALLATION WILL BE THE RESPONSIBILITY OF THE CUSTOMER. 

DELAYS: Supplier will deliver or ship with reasonable promptness, but shall not be liable for delays for any reason beyond the Supplier’s reasonable control, including, but not limited to, delays caused by acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workmen, delays in transportation, shortages of cars, fuel, labour or materials.

IN ANY SUCH EVENT, SUPPLIER SHALL HAVE SUCH ADDITIONAL TIME WITHIN WHICH TO PERFORM AS MAY BE REASONABLE AND NECESSARY UNDER THE CIRCUMSTANCES, AND SUPPLIER SHALL NOT BE LIABLE TO PURCHASER FOR ANY DAMAGES ARISING FROM SUCH DELAYS, LOSS OF USE OR FOR OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND

WHATSOEVER. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LABOR RESULTING FROM FAILURE OR DELAY IN DELIVERY.

CREDIT APPROVAL & SECURITY FOR PAYMENT: Acceptance of any offer of Supplier is subject to Supplier’s approval of Purchaser’s credit, and Supplier may at any time decline to make any shipment or delivery, or to perform any services, except upon receipt of payment or security, or upon such other terms as may be satisfactory to Supplier. To secure the payment of any and all amounts due Supplier under this Agreement or any other contract between the parties, Supplier retains and the Purchaser grants to Supplier a security interest in the Product purchased hereunder and agrees to execute and deliver to Supplier such financing statements or to take any other action necessary to perfect Supplier’s security interest as Supplier may reasonably request.

TERMS, INVOICES, PAYMENT, LATE CHARGE & TAXES: Payment terms are NET thirty (30) days from the date of Supplier’s invoice, unless otherwise specified and approved in advance in writing from the Olighting Accounts Department. Invoices will be rendered upon delivery of each order to Purchaser. All payments shall be made to the “remit to” location as stated on the Supplier’s invoice. Supplier reserves the right to invoice, and Purchaser agrees to pay for, any or all Product ready for shipment, together with expenses, costs, and losses associated therewith, whenever shipment is delayed pursuant to Purchaser’s written instructions or for other reasons beyond Supplier’s control. Invoices for anchor bolts shipped in advance of the structures may be billed at the time of such anchor bolt shipment. A monthly late charge of 1.5% of the invoice amount or £50, whichever is greater, will be assessed on all past-due amounts. Any tax or other charge imposed by law on the sale of goods or the performance of services shall be paid by the Purchaser, unless the law specifically provides that such payment must be absorbed by Supplier. Purchaser shall inform the Supplier, in advance in writing, of such taxes or other charges imposed by state, municipal, or other law that are to be paid by the Supplier.

 

 

DEFAULT OF PURCHASER: In the event that (i) Purchaser fails to pay any invoice when due; (ii) Purchaser breaches this Agreement or any other contract with Supplier or any of its affiliated companies; or (iii) Purchaser’s financial strength becomes unsatisfactory, Purchaser shall thereby be in default, and Supplier reserves the right, in its sole discretion, to do any one or more of the following: (i) cancel this Agreement and any work in progress, shipments, and pending orders without further notice; (ii) declare all sums owing from Purchaser to Supplier to be due and payable; (iii) require payment in advance of performance, in certified funds; (iv) foreclose any security interest; (v) require other security satisfactory to Supplier. Purchaser shall be liable to Supplier for any and all damages, whether direct, indirect, consequential, special or any other kind of damages, caused by or arising out of any breach of this agreement, provided that the exercise of any rights under this contract shall not bar Supplier from exercising its rights under the UK or any other applicable law. The Purchaser waives any applicable statutory exemptions and shall pay all expenses incurred by Supplier in the collection of the amounts due under the Agreement, including attorneys’ fees.

 

INDEMNIFICATION & GOVERNING LAW: Purchaser shall indemnify and hold Supplier harmless from all expenses (including attorneys’ fees), claims, demands, suits, judgments, actions, costs, and liabilities (including without limitation those alleging Supplier‘s own negligence) which may arise from, relate to, or be connected with the Purchaser’s possession, installation, erection, start-up, use, maintenance, operation, removal, or resale of the Product described herein and any manuals, instructions, designs, drawings or specifications related thereto. All disputes relating to the execution, interpretation, construction or enforcement of the rights and obligations of the parties hereto shall be governed by the laws of, and resolved in the courts of the United Kingdom, and the parties hereby consent to venue. THE PURCHASER AND SUPPLIER EACH HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY ON ANY CLAIM (INCLUDING COUNTERCLAIMS) ARISING WITH RESPECT TO THE GOODS PURCHASED HEREUNDER. Any lawsuit based on or related in any way to the Agreement or the Product described therein must be commenced within one (1) year after delivery of the Product or other goods to the Purchaser or it shall be barred.

Effective Date: 5th June 2017