Conditions of Sale

Our conditions of sale should be read in conjunction with our Warranty.

  1. Definitions and Interpretation
    In these conditions of sale the following terms have the following meanings:Additional Charges the Price associated with any additional Orders;Additional Products any Products provided by Luxonic to the Customer in addition to the Products and as agreed between the parties in writing from time to time;

    Bespoke Products Products that are made or modified to the Customer’s design or specification including, by the application of the Customer’s brand, trade mark or get-up;

    Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

    Contract the contract between Luxonic and the Customer which is comprised of these conditions of sale, the Warranty, the Order, the Order Acknowledgement and any other document which Luxonic confirms in writing forms part of the contract between Luxonic and the Customer;

    Customer the customer as specified on the Order;

    Delivery Location the location set out in the Order or Order Acknowledgement or such other location as the parties may agree in writing;

    Force Majeure Event an event beyond the reasonable control of Luxonic including strikes, lock-outs or other industrial disputes (whether involving the workforce of Luxonic or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors;

    Insolvency Event for a party, any of the following events: (a) it is or admits that it is unable to pay its debts as defined in section 123 Insolvency Act 1986; (b) it takes any step with a view to renegotiating or compromising in satisfaction of its debts; (c) any step is taken in relation to its winding up, and (where capable of being set aside) is not set aside within 7 days; (d) any step is taken to appoint a liquidator, administrator, receiver or administrative receiver, or any such officer is appointed, in each case over that party or any of its assets, (e) any other valid step is taken to enforce any security interest or otherwise enforce any debt in relation to that party or any of its assets; (f) it ceases or suspends or threatens to cease or suspend all or any material part of its business or payment of any of its debts; or (g) any step is taken in any jurisdiction that is the same or similar in effect to any of those set out above; or (h) (being a partnership) any equivalent individual insolvency event affects a partner;

    Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world from time to time;

    Luxonic Luxonic Lighting Ltd, registered company number 02024289 of registered office at 17 Priestley Road, Basingstoke, Hampshire, RG24 9JP; and

    Price has the meaning given in clause 9.1;

    Products the Products to be purchased by the Customer from Luxonic set out in the Order;

    Specification Luxonic’s published specification or formal description for the Products or, for Bespoke Products, the design or specification agreed by the parties in writing;

    Warranty Luxonic’s product warranty offered to its Customers on the terms and conditions outlined in the warranty document, also available on request;

    WEEE any waste electrical and electronic equipment relating to the Products;

    WEEE Regulations any and all laws, regulations, codes of practice and guidance relating to the disposal of WEEE including The Waste Electrical and Electronic Equipment Regulations 2006 and 2013.

    1. 1.1 In these conditions of sale:
      1. clause and paragraph headings are inserted for ease of reference and shall not affect interpretation;
      2. words suggesting a gender shall include all other genders, words denoting the singular shall include the plural and vice versa;
      3. persons includes natural persons, firms, partnerships, companies, corporations, (in each case whether or not having a separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      4. references to statutes, statutory instruments and government regulations shall be deemed to include any modification, amendment, extension or re-enactment thereof from time to time;
      5. the expressions including, include, in particular, for example and any similar expression shall not limit the preceding words; and
      6. references to writing and written include fax but exclude e-mail and text/SMS communications.
    2. 1.2 A reference to any agreement or document means that agreement or document as amended or varied by written agreement between the parties from time to time.
  2. Basis of Contract
    1. 2.1 These conditions of sale detail the terms on which Luxonic shall supply Products to the Customer.
    2. 2.2 The Customer can request that Luxonic provides the Customer with Products by:
      1. sending to Luxonic a written order (by post, fax or e-mail);
      2. providing written or verbal acceptance of Luxonic’s quotation;
      3. placing an order with Luxonic by telephone,
      4. placing an order via an agreed Electronic Data Interchange (EDI) system, or
      5. placing an order via Luxonic web site. (each an Order).
    3. 2.3 The Order constitutes an offer by the Customer to purchase the Products. The Order shall only be accepted when Luxonic issues written acceptance of the Order (“Order Acknowledgement”), at which point and on which date the contract shall come into existence. Each Order which is accepted by Luxonic will be governed by the Contract. Any quotation given by Luxonic shall not constitute an offer, and is only valid (subject to prior revocation by Luxonic acting in its sole discretion) for a period of 90 days from its date of issue.
    4. 2.4 Once a Contract has been formed, an Order can only be modified or cancelled by the Customer with the prior written consent of Luxonic. Luxonic is entitled to charge the Customer for modifications, or, to be reimbursed for any reasonable costs already incurred in the case of any agreed cancellation.
    5. 2.5 Subject to clause 9.1, in the event of any conflict or inconsistency between any of the documents which form the Contract, the documents shall have the following decreasing order of priority: the Order Acknowledgement, these conditions of sale, the Warranty, the Order and any other remaining aspect of the Contract, in that order to the extent of the conflict only.
    6. 2.6 The Contract applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    7. 2.7 The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that the Customer has not relied on any statement, promise or representation made or given by or on behalf of Luxonic which is not set out in the Contract. Any preliminary specifications, samples, drawings, particulars of weights and dimensions, descriptive matter or advertising issued by Luxonic, and any descriptions or illustrations contained in Luxonic’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or any other contract between Luxonic and the Customer for the supply of the Products.
    8. 2.8 Luxonic may make changes to these conditions of sale at any time. Changes shall apply to all Orders accepted after the date of the change. The Customer is reminded of the need to periodically check these conditions of sale for changes.
  3. Additional Products
    1. 3.1 The Customer shall have the option to purchase Additional Products from Luxonic on the terms of this clause 3 below and these conditions of sale shall apply equally to the supply of all Additional Products.
    2. 3.2 In consideration of the Additional Charges, Luxonic shall supply to the Customer the Additional Products.
    3. 3.3 Additional Products shall only be provided where;
      1. The Customer has made a request for Additional Products by contacting Luxonic by one of the methods outlined in clause 2.2. The Order for Additional Products shall constitute an offer by the Customer to purchase the Additional Products;
      2. The Order shall only be accepted when Luxonic issues an Order Acknowledgement, at which point and on which date the contract for the Additional Products comes into existence;
      3. Any quotation given by Luxonic for Additional Products shall not constitute an offer, and is only valid (subject to prior revocation by Luxonic acting in its sole discretion) for a period of 90 days from its date of issue; and
      4. Additional Products shall form part of the existing Contract between the Customer and Luxonic.
    4. 3.4 Luxonic makes no guarantee that the Additional Charges for Additional Products will be equal to or lower than the Price for previously purchased Products.
  4. Products
    1. 4.1 Subject to clause 4.2 below, the type and quantity of Products shall be as set out in the Order and their description shall be as set out in the Specification.
    2. 4.2 The Products are subject to natural variations in colour, pattern, size and/or packaging.
    3. 4.3 With the exception of Bespoke Products, Luxonic reserves the right to make changes to the Products at any time. Luxonic shall not make changes to Bespoke Products without the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed).
    4. 4.4 The Customer shall indemnify in full and on-demand and hold Luxonic harmless in respect of any losses, liabilities, damage, costs and expenses (including legal fees) whatsoever and howsoever arising which are suffered or incurred by Luxonic in connection with any claim that the manufacture or supply of Bespoke Products in accordance with the Customer’s requirements infringes the Intellectual Property Rights, confidential information or other rights of any third party.
    5. 4.5 Luxonic shall have the right to make any changes to the Products which are necessary to comply with any applicable law or safety requirement from time to time, or which otherwise do not materially affect the nature or quality of the Products.
  5. Products Specification
    1. 5.1 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, or prepared by Luxonic at the Customer’s request and in accordance with the Customer’s instructions the Customer shall be solely responsible for ensuring that the Products are suitable for the purpose and environment intended and Luxonic shall not be liable (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) if the Products are not fit for a particular purpose or environment whether or not such purpose or environment was made known to Luxonic.
  6. Delivery of Products and Installation
    1. 6.1 Luxonic shall seek to meet any performance dates specified in the Order or on the Order Acknowledgement but any such dates shall be estimates only and time shall not be of the essence for delivery of Products.
    2. 6.2 Luxonic shall not be liable for any delay in delivery of Products, howsoever caused.
    3. 6.3 Upon reasonable prior notice to the Customer, Luxonic may arrange for the delivery of Products in advance of the date estimated.
    4. 6.4 Luxonic shall ensure that each delivery of Products is accompanied by a despatch note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), a proof of receipt to be signed by the Customer and, if the Order is being delivered in instalments, confirmation of the outstanding Products remaining to be delivered.
    5. 6.5 The Customer shall provide all necessary labour and equipment to enable the Products to be safely unloaded at the Delivery Location.
    6. 6.6 Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.
    7. 6.7 If Luxonic fails to deliver the Products, its liability shall be limited to the reasonable out of pocket costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality, less the price of the Products. Luxonic shall have no liability whatsoever where the Customer fails to notify Luxonic within 3 Business Days of the expected delivery of Products.
    8. 6.8 Luxonic may deliver the Products in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. Notwithstanding this, a failure to accept delivery of and/or pay for any instalments shall entitle Luxonic to cancel any other instalment or treat the whole Order as repudiated.
    9. 6.9 If the Products are supplied with returnable pallets or other returnable packing materials, the Customer shall return all such items to Luxonic within 30 days of delivery or collection in the same condition in which they were provided (fair wear and tear accepted).
    10. 6.10 Delivery shall be provided free of charge to any Delivery Location specified by the Customer, provided that location is in mainland Great Britain and that the value of the Products (excluding VAT) is not less than £750 (or such other amount as notified by Luxonic from time to time).
    11. 6.11 The Customer shall inspect the Products on Delivery and shall notify Luxonic in writing within three (3) days of the date of delivery if any of the Products are damaged or if more or less than the correct amount has been received (and for this purpose, a comment made on Luxonic’s delivery note or other associated paperwork is not sufficient for notice in writing under this clause).
    12. 6.12 If the Customer fails to take delivery of the Products (including, without limit, by failing to be prepared for delivery) it shall be responsible for and shall pay on demand Luxonic’s costs of re-delivery and of storage and insurance of the Products pending re-delivery. If, within thirty 30 days of Luxonic’s first attempt to make delivery, the Customer has still failed to take delivery of the Products, Luxonic shall be entitled to cancel the Order or sell or otherwise dispose of the Products and the Customer shall be responsible for and shall pay on demand Luxonic’s costs of doing so.
    13. 6.13 If the Order provides for installation of the Products, Luxonic shall install the Products at the Delivery Address as soon as reasonably practicable following delivery.
    14. 6.14 If the Customer fails to take installation of the Products (including, without limit, by failing to be prepared for installation) it shall be responsible for and shall pay on demand Luxonic’s costs of the failed installation and rescheduling of installation.
    15. 6.15 Where the parties have agreed in writing in advance that the Customer shall collect the Products from Luxonic’s premises, Luxonic shall use reasonable endeavours to make the Products available for collection from Luxonic’s premises (as notified by Luxonic to the Customer at the relevant time) on or before the collection date given in the Order. Time of availability for collection shall not be of the essence of the Contract.
    16. 6.16 Collection shall occur when the Customer (or its nominated carrier) lifts the Products for loading onto its vehicle. It is the Customer’s responsibility to provide the labour and equipment required for the collection, loading and transportation of the Products.
    17. 6.17 The Customer shall inspect the Products on collection. If any of the Products are damaged or more or less than the correct amount has been readied for collection, the Customer shall notify Luxonic of that fact before it takes the Products and the Customer shall not take any damaged Products or excess Products.
    18. 6.18 If the Customer fails to collect the Products on time it shall be responsible for and shall pay on demand Luxonic’s costs of storage and insurance of the Products pending their collection. If, within thirty (30) days of the first date for collection, the Customer has still failed to collect the Products, Luxonic shall be entitled to cancel the Order and sell or otherwise dispose of the Products and the Customer shall be responsible for and shall pay on demand Luxonic’s costs of doing so.
  7. Risk and Title
    1. 7.1 The risk of loss or damage to the Products will pass to the Customer on delivery or collection as specified in clause 6 above.
    2. 7.2 Title to the Products will pass to the Customer when Luxonic receives payment of the Price and all other sums due to Luxonic in full and cleared funds (and Luxonic shall be entitled to recover payment for the Products notwithstanding that ownership remains with Luxonic).
    3. 7.3 Until title to the Products passes to the Customer:
      1. the Customer shall hold the Products as Luxonic’s fiduciary agent and bailee and shall keep them properly stored, insured and marked as Luxonic’s property (and shall not remove, cover or deface any identification marks applied by Luxonic);
      2. the Customer shall ensure that the Products remain in satisfactory condition;
      3. the Customer shall not sell or purport to sell the Products to a third party;
      4. the Customer shall not use the Products (or any of them) as security for any mortgage, debt or charge, or otherwise encumber them, and shall immediately notify Luxonic if it becomes subject to an Insolvency Event; and
      5. notwithstanding clause 7.3(c) the Customer shall hold as trustee for Luxonic any proceeds of sale of the Products to the level of sums owed to Luxonic in a trust account separate from other monies.
    4. 7.4 Luxonic may trace the proceeds of any sale or purported sale of the Products that the Customer receives into any bank or other account which the Customer maintains.
    5. 7.5 Luxonic may, where title to the Products remains with Luxonic, recover and resell the Products, and the Customer hereby grants to Luxonic an irrevocable licence to enter any premises owned and/or controlled by the Customer in order for Luxonic to exercise its rights pursuant to this clause 7.
    6. 7.6 Any breach of this clause 7 shall be a material irremediable breach of contract.
  8. Intellectual Property Rights
    1. 8.1 Except as provided in clause 8.2 and 8.3, the Intellectual Property Rights in the Products (and in their designs, specifications, packaging and promotional and other associated materials) shall be and remain the property of Luxonic or its licensor(s). Subject to clause 8.2, with effect from full payment by the Customer of the Price, Luxonic licenses all such rights to the Customer free of charge (save in respect of the Price) and on a personal, non-exclusive, worldwide basis only to such extent as is necessary to enable the Customer to make reasonable use of the Products.
    2. 8.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on Luxonic obtaining a written licence from the relevant licensor on such terms as will entitle Luxonic to license such rights to the Customer and that any such licence will be subject to the relevant licensor’s terms.
    3. 8.3 Clause 8.1 does not apply to Intellectual Property Rights in the Customer’s brands, trade marks or get-up that are applied to Bespoke Products or in the Customer’s designs and specifications to which Bespoke Products are made or modified. All such Intellectual Property Rights are and shall remain the property of the Customer or its licensor. Luxonic may use such rights for the design and manufacture of Bespoke Products for the Customer or the Customer’s nominees.
    4. 8.4 Subject to the restriction in clause 8.5, Luxonic shall indemnify the Customer in full and on demand against all liabilities, costs, expenses, damages and losses suffered or incurred by the Customer in connection with any claim made against the Customer for actual or alleged infringement of a third party’s rights (including its Intellectual Property Rights) arising out of or in connection with the Customer’s use of the Products subject to:
      1. the Customer notifying Luxonic of the claim as soon as reasonably practicable (and in any event, within 7 days of becoming aware of the claim);
      2. the Customer allowing Luxonic the exclusive control of the defence and settlement of the claim (and the Customer shall provide all such information, documentation, assistance and co-operation as Luxonic may reasonably request to defend or settle the claim);
      3. the Customer complying with all reasonable instructions of Luxonic to avoid the claim or mitigate the loss and damage suffered by the Customer (including cessation of use of the Products or use of alternative products supplied by Luxonic and compliance with Luxonic’s reasonable instructions);
      4. the terms of the Warranty insofar as they relate to such claims.
    5. 8.5 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, or prepared by Luxonic at the Customer’s request and in accordance with the Customer’s instructions the Customer shall indemnify Luxonic in full and on-demand and hold Luxonic harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Luxonic in connection with any claim made against Luxonic for actual or alleged infringement of a third party’s rights (including its Intellectual Property Rights) arising out of or in connection with Luxonic’s use of or compliance with the Specification whether or not Luxonic has agreed to or confirmed the Specification.
  9. Price and Payment
    1. 9.1 The purchase price of the Products (the Price) shall be the price detailed on the Order Acknowledgement or, if no price is detailed there, the price of the Products calculated in accordance with Supplier’s price list as published on the date of Supplier’s acceptance of Order.
    2. 9.2 The Price of the Products is exclusive of all costs and any charges associated with packaging, insurance and (subject to clause 6.10) transport of the Products which shall be paid by the Customer when it pays for the Products. Luxonic shall notify the Customer of the mode of delivery of the Products prior to delivery. The charges shall be set out in Luxonic’s Order Acknowledgement, or if none appear, as published price list as at the date of delivery.
    3. 9.3 Luxonic reserves the right to increase the price of the Products, by giving notice to the Customer at any time before delivery to reflect any increase in the cost of the Products to Luxonic that is due to:
      1. any factor beyond the control of Luxonic (including foreign exchange fluctuations, increases in taxes and duties, increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Products ordered or the Specification; or
      3. any delay caused by any instructions of the Customer in respect of the Products, or failure by the Customer to give Luxonic adequate or accurate information or instructions in respect of the Products.
    4. 9.4 All amounts payable by the Customer under the Contract are exclusive of any and all local, state, federal or foreign taxes, levies or duties of any nature (including amounts in respect of value added tax chargeable for the time being (VAT), which shall be payable in addition by the Customer. If Supplier has the legal obligation to pay or collect any such taxes, levies or duties for which Customer is responsible, the appropriate amount shall be invoiced to and paid by the Customer to Luxonic unless the Customer provides Luxonic with a valid tax exemption certificate authorised by the appropriate taxing authority.
    5. 9.5 Luxonic shall invoice the Customer for the Price following delivery (unless otherwise agreed between Luxonic and the Customer). Except where otherwise agreed in writing by Luxonic, the Customer shall pay each invoice submitted by Luxonic:
      1. within 30 days of the date of the invoice;
      2. in full and in cleared funds to a bank account nominated in writing by Luxonic; and
      3. in UK Sterling or the currency specified on the Order Acknowledgement where different.
    6. 9.6 If the Customer fails to pay any amount when due then, without prejudice to its other rights and remedies, Luxonic may:
      1. charge interest on overdue sums at the rate of three percent (3%) per annum above the base lending rate from time to time of HSBC Bank Plc from the due date to the date of payment, before and after judgement;
      2. with immediate effect suspend or cancel the provision of Products until Luxonic has received all such overdue sums in cleared funds; and/or
      3. require pre-payment or security in a form acceptable to Luxonic prior to any further deliveries of Products.
    7. 9.7 Interest under clause 9.6(a) shall be due for payment on the day it accrues and payments made in respect of overdue sums shall be applied in payment of interest before payment of the capital sum.
    8. 9.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Luxonic in order to justify withholding payment of any such amount in whole or in part. Luxonic may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Luxonic to the Customer.
    9. 9.9 Luxonic may set a credit limit for the Customer and in doing so shall be entitled to assess the credit worthiness of the Customer, which may include carrying out money laundering, credit and other fraud prevention checks.
    10. 9.10 Luxonic may vary the payment terms as set out in clause 9.5 where they reasonably believe that the Customer poses a credit risk or where the Customer is in breach of Contract.
    11. 9.11 Luxonic reserves the right at its own discretion to assign the Customers’ debt to a factoring agent or an invoice discounting facility and the Customer shall provide all such reasonable assistance as Luxonic may require.
  10. The Customer’s Obligations
    1. 10.1 The Customer shall:
      1. co-operate with Luxonic in all matters relating to the Products;
      2. provide Luxonic, in a timely manner, with such information and materials as Luxonic may reasonably require in order to supply the Products, and ensure that it is complete, accurate in all respects and may be relied upon by Luxonic in providing the Products including any specification or information in the Order that the Customer provides;
      3. provide Luxonic, its employees, agents, consultants and sub-contractors with safe and secure access to the relevant premises and other facilities as reasonably required by Luxonic to supply the Products;
      4. not do anything which infringes Luxonic’s Intellectual Property Rights;
      5. be solely responsible for financing the collection, treatment, recovery and environmentally sound disposal of all WEEE (such that any obligations imposed in respect of WEEE by the WEEE Regulations shall be the responsibility of the Customer alone save to the extent prohibited by law);
      6. comply with all obligations placed upon the Customer by the WEEE Regulations by virtue of the Customer accepting the responsibility set out in clause 10.1(e);
      7. provide the Customer’s WEEE compliance scheme operator with such data, documentation, information and other assistance as such scheme operator may from time to time reasonably require to enable such operator to satisfy the obligations assumed by it as a result of the Customer’s membership of the operator’s compliance scheme;
      8. provide Luxonic (promptly following Luxonic’s request) with any data, documentation, information or other assistance which Luxonic reasonably requests from time to time to demonstrate the Customer’s compliance with clauses 10.1(e) and (f);
      9. perform the obligations in clauses 10.1(e) to (h) at the Customer’s sole cost and expense and hold harmless and indemnify Luxonic, its officers and employees in full and on demand in respect of any liabilities, losses, costs or expenses (including reasonably incurred legal expenses) suffered by them in respect of the Customer’s breach of clauses 10.1(e) or (f).
    2. 10.2 If Luxonic’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (the Customer’s Default):
      1. Luxonic shall without limiting its other rights or remedies have the right to suspend delivery of the Products until the Customer remedies the Customer’s Default, and to rely on the Customer’s Default to relieve it from the performance of any of its obligations to the extent the Customer’s Default prevents or delays Luxonic’s performance of any of its obligations;
      2. Luxonic shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Luxonic’s failure or delay in performing any of its obligations; and (c) the Customer shall reimburse Luxonic in full on written demand for any costs or losses sustained or incurred by Luxonic arising directly or indirectly from the Customer’s Default.
  11. Liability
    1. 11.1 Subject to clause 11.2:
      1. Luxonic’s total aggregate liability under the Contract (whether in contract, tort (including, but not limited to, negligence) strict liability or otherwise) shall not exceed the total Price paid or payable under the Contract; and
      2. Luxonic shall not be liable for: (i) indirect, special or consequential loss or damage; or (ii) loss of profits; (ii) loss of goodwill; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) injury to reputation; or (vi) third party losses, in each case regardless of the form of action, whether in contract, tort (including, but not limited to, negligence) or strict liability or otherwise, and regardless of whether Luxonic knew or had reason to know of the possibility of the loss or damage in question.
    2. 11.2 Nothing in the Contract shall exclude or limit Luxonic’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) damage suffered as a result of the breach of the warranties as to title and quiet enjoyment implied under English law; (iiii) any other loss or damage the exclusion or limitation of which is prohibited by English law, or (iv) wrongful termination, deliberate personal repudiatory breach or wilful refusal to perform its obligations under the conditions of sale.
    3. 11.3 Except as set out in the Contract, all warranties, conditions and other terms implied by statute or common law in the Customer’s favour are, to the fullest extent permitted by law, excluded from the Contract.
  12. Termination
    1. 12.1 Luxonic may terminate the Contract (and any other similar Contracts with that Customer) forthwith on written notice to the Customer if the Customer:
      1. commits a material breach of contract which is irremediable or which it fails to remedy within thirty (30) days of receipt of written notice from Luxonic;
      2. the Customer suffers an Insolvency Event or where the party is an individual, an equivalent insolvency event (as the case may be); or
      3. Luxonic reasonably apprehends that any of the above events is likely to happen.
    2. 12.2 On termination of the Contract for any reason the Customer shall immediately pay to Luxonic all of Luxonic’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Luxonic shall submit an invoice, which shall be payable by the Customer immediately on receipt.
    3. 12.3 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    4. 12.4 The accrued rights and remedies of the parties, and clauses 8, 11 and 13, shall survive termination of the Contract or expiration of the Contract for any reason.
  13. General
    1. 13.1 Luxonic shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
    2. 13.2 The Customer shall not transfer, assign, sub-let, sub-contract or otherwise part with the whole or any part of the Contract without Luxonic’s prior written consent. If the Customer purports to do so it shall be in material irremediable breach of contract.
    3. 13.3 The Customer agrees that Luxonic may sub-contract the whole or any part of its obligations (but shall remain responsible to the Customer for their performance) and may assign or novate the Contract to any member from time to time of its group of companies or to a purchaser of the whole or the relevant part of its business (and the Customer hereby irrevocably consents to such assignment or novation).
    4. 13.4 Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, to its registered office (if a company) or (in any other case) its principal place of business. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. This clause 13.4 shall not apply to the service of any proceedings or other documents in any legal action.
    5. 13.5 Except where provided to the contrary, the remedies of the parties under the Contract are cumulative and shall not limit or exclude any other rights that either party may have against the other under the Contract or at law.
    6. 13.6 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    7. 13.7 If any part of the Contract is found to be invalid, unenforceable or illegal it shall not affect the other parts, and if the Contract would be wholly valid, enforceable and legal (and would still give effect to the commercial intention of the parties) were that part deleted, that part shall be deemed deleted.
    8. 13.8 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    9. 13.9 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    10. 13.10 Nothing in the Contract shall confer any rights upon any person who is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    11. 13.11 No servant or agent of Luxonic has any authority to give any warranty or representation in relation to the Products or to agree any oral variation to the Contract. Any variation, including the introduction of any additional warranties, terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Luxonic (by a statutory Director or other person duly authorised by Luxonic) and the Customer.
    12. 13.12 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Product Warranty

This Warranty should be read in conjunction with the Conditions of Sale.

  1. Definitions and Interpretation
    In this Warranty the following terms have the following meanings:Bespoke Products Products that are made or modified to the Customer’s design or specification including Products to which the Customer’s brand, trade mark or get-up is applied by Luxonic;Conditions of Sale the terms which apply to all Customer Orders and which are available on request from Luxonic;

    Contractual Document as defined in the Conditions of Sale at paragraph 2.5;

    Customer the customer as specified on the Order;

    Defect the failure of the Product to comply with some or all of the warranties in paragraph 3.1;

    Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world from time to time;

    Luxonic Luxonic Lighting Ltd, registered company number 02024289 of registered office at 17 Priestley Road, Basingstoke, Hampshire, RG24 9JP;

    Order as defined in the Conditions of Sale at paragraph 2;

    Price as defined in the Conditions of Sale at paragraph 9.1;

    Products the Products to be purchased by the Customer from Luxonic, if any, set out on the Order;

    Replacement Products Products which have been replaced by Luxonic following a Customer’s successful claim under the Warranty; and

    Specification Luxonic’s published specification or formal description for the Products or, for Bespoke Products, the design or specification agreed by the parties in writing.

    1. 1.1 In this Warranty
      1. clause and paragraph headings are inserted for ease of reference and shall not affect interpretation;
      2. words suggesting a gender shall include all other genders, words denoting the singular shall include the plural and vice versa;
      3. persons includes natural persons, firms, partnerships, companies, corporations, (in each case whether or not having a separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      4. references to statutes, statutory instruments and government regulations shall be deemed to include any modification, amendment, extension or re-enactment thereof from time to time;
      5. the expressions including, include, in particular, for example and any similar expression shall not limit the preceding words; and
      6. references to writing and written include fax but exclude e-mail or text/SMS communications.
    2. 1.2 A reference to any agreement or document means that agreement or document as amended or varied by written agreement between the parties from time to time.
    3. 1.3 In the event of a conflict between the main body of this Warranty and the Conditions of Sale, the terms of the Warranty shall apply to the extent of the conflict only.
  2. Basis of Warranty
    1. 2.1 This Warranty applies in conjunction with the conditions set out in the Conditions of Sale, the Order and any other Contractual Documents, to the exclusion of all other terms and conditions including, any terms implied by trade, custom, practice or course of dealing.
    2. 2.2 Each party acknowledges that in entering into this agreement it does not rely on (and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Warranty. Each party agrees that it shall have no claim for innocent or negligent misstatement or negligent misrepresentation based on any statement in this Warranty.
  3. Warranties
    1. 3.1 Luxonic warrants that, subject to the limitations outlined in clause 5 below, on delivery and for a period of five (5) years after the date of Luxonic’s original invoice, the Products shall:
      1. be free of material defects in design, material, workmanship and/or manufacturing process and shall comply in all material respects with the Specification;
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
      3. be fit for any purpose held out by Luxonic; and
      4. not infringe the Intellectual Property Rights of any third party (but only in relation to those Products which are designed and manufactured by Luxonic and excluding any third party products or components which are included in the Products supplied by Luxonic).
    2. 3.2 These are the only warranties given by Luxonic. All warranties, conditions, guarantees and representations that are implied by statute, common law or otherwise are hereby excluded by Luxonic to the fullest extent permitted by law.
  4. Conditions
    1. 4.1 Subject to the exclusions and limitations in clauses 5, 6, and 7 below, if:
      1. the Customer gives notice in writing to Luxonic as soon as reasonably practicable after discovery that some or all of the Products do not comply with the warranties (and in any event within 14 days of discovery) set out in clause 3.1; and
      2. Luxonic is given a reasonable opportunity of examining such Products; and
      3. the Customer returns such Products to Luxonic’s place of business at the Customer’s cost, along with a copy of the original purchase invoice; Luxonic shall, at its option, repair or replace in the form of an equivalent (and at its discretion) the defective Products, or refund the price of the defective Products in full provided that where the Defect is notified to Luxonic more than 12 months after the date of Luxonic’s original invoice, Luxonic’s only obligation under this Warranty would be to provide a free of charge replacement of any defective LED driver/inverter or LED printed circuit board that exceeds the ‘Industry Standard Failure Rate’ of 0.2% per 1000 hours or a refund (in its discretion).
    2. 4.2 The Customer’s only remedy for breach of clause 3.1(d) shall be, at Luxonic’s sole discretion, the re-performance of the installation with equivalent products which do not infringe any third party Intellectual Property Rights or a refund of the Price (or the relevant part thereof).
    3. 4.3 You accept that Replacement Products may deviate to a minor extent from the original Products.
    4. 4.4 Replacement Products shall be provided with the benefit of the warranties set out in clause 3 for five (5) years from the date of delivery of the Replacement Products.
    5. 4.5 The Warranty shall not cover any costs incurred by the Customer in remedying the defect (including the costs of installation and/or removal) or bringing a warranty claim against Luxonic. All such costs shall be borne by the Customer.
  5. Exclusions and Limitations
    1. 5.1 Luxonic shall not be liable for any Defect in any of the following events:
      1. the Customer makes any further use of such Products after giving notice in accordance with clause 4.1(a);
      2. the Defect arises because the Customer failed to follow Luxonic’s oral or written instructions as to the storage (including temperature limits and any written instructions provided with the Products), commissioning, use (including voltage limits), handling and maintenance of the Products or (if there are none) good trade practice regarding the same;
      3. the Defect arises as a result of Luxonic following any drawing, design instructions or specification supplied by the Customer and the Products are therefore classified as Bespoke Products;
      4. the Customer alters or repairs such Products without the written consent of Luxonic;
      5. the Defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions (excluding wilful damage or negligent installation by Luxonic);
      6. the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
      7. the Defect arises because the Customer failed to observe instructions on installation given by Luxonic and/or failed to install in accordance with good industry practice and/or in a workmanlike manner;
      8. the defect arises as a result of faults or fluctuations in the supply voltage or the electric circuits at the place of installation;
      9. where the serial number on the Products is damaged, changed or removed;
      10. minor deviations from Specification are present such as variations in natural materials, packaging, Luxonic’s branding or colour tones;
      11. minor deviations from Specification including colour tones or output over time; and/or
      12. defects, non-compliance or Intellectual Property Rights infringement occur due to use of the Customer’s brands, trade marks, get-up, designs or specifications or the modification, repair or maintenance of the Products by any person other than Luxonic or where a claim arises due to the Products being modified by the Customer or a third party or due to its combination or use with any third party products.
    2. 5.2 Luxonic shall have no liability whatsoever for any products which were not supplied by Luxonic.
    3. 5.3 This Warranty shall apply to any repaired or Replacement Products supplied by Luxonic.
    4. 5.4 This Warranty does not extend to ongoing maintenance services for Products. Luxonic offers a separate and additional maintenance warranty, details of which are available on request.
    5. 5.5 The Warranty shall apply where components of other manufacturers are used in conjunction with the Products, provided such components have an international test mark proving compliance with the IEC standards and have been supplied by Luxonic with the Products, but Luxonic assumes no liability in relation to other manufacturers’ products to the extent that any third party component has a separate manufacturer’s warranty, in which case, the Customer will have the rights and remedies set out in that warranty.
  6. Product Specific Exemptions
    1. 6.1 This Warranty shall not apply to:
      1. Products which are shown in data sheets or specifications to have a rated service life of less than 15,000 hours of operation;
      2. any consumable items which are supplied in respect of Product which shall be deemed to include fluorescent and discharge lamps and batteries and any other items which are subject to wear and tear; and/or
      3. LED products unless the failure rate of such LED products exceeds the Industry Standard Failure Rate of 0.2% per 1000 burning hours.
      4. ‘normal’ lumen depreciation of 0.6% per 1000 hours which is expected depreciation rate of light output of LED luminaires.
      5. any commissioning services which Luxonic may provide in connection with any Products.
  7. General
    1. 7.1 If any part of the Warranty is found to be invalid, unenforceable or illegal it shall not affect the other parts, and if the Warranty would be wholly valid, enforceable and legal (and would still give effect to the commercial intention of the parties) were that part deleted, that part shall be deemed deleted.
    2. 7.2 Nothing in the Warranty shall confer any rights upon any person who is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    3. 7.3 The Warranty is personal to the Customer and is not capable of assignment or transfer unless authorised in writing by Luxonic.
    4. 7.4 The Warranty and all disputes and claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.