Terms & Conditions


  • The quoted price excludes VAT (unless otherwise stated). VAT will be charged at the rate applied at the time of delivery.
  • Our quotations lapse after 60 days (unless otherwise agreed).
  • The price quoted excludes delivery (unless otherwise stated).
  • Rates of tax and duties on the goods will be those applied at the time of delivery.
  • We reserve the right to adjust the price before delivery to reflect any increase in our costs.
  • While every effort will be made to invoice goods at the prices quoted and/or acknowledged, the company reserves the right to invoice goods at the rate ruling on dispatch.


  • Payment is required in cleared funds before dispatch unless you have an approved credit account or prior written agreement.
  • If you have an approved business credit account, payment terms are no later than 30 days from the end of the month of the invoice, unless otherwise agreed in writing.
  • Failure to pay in full on the due date may result in the suspension or cancellation of future deliveries, cancellation of any offered discount, and interest charges as per the Late Payment of Commercial Debts (Interest) Act 1998.
  • If you have an approved credit account, we may withdraw it, reduce your credit limit, or bring forward your due date for payment. We may do any of those at any time without notice.
  • You do not have the right to set off any money you may claim from us against anything you may owe us.
  • While you owe money to us, we have a lien on any of your property in our possession.
  • You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.


  • Until the debt is paid, all supplied goods remain our property. Clear identification and insurance are required.
  • You may not use or sell goods if we revoke that right or if you become insolvent.
  • Immediate written notification of insolvency is required.
  • We have permission to enter the premises to inspect or remove goods.
  • Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
  • You are not our agent. You have no authority to make any contract on our behalf or in our name.


  • Goods are at your risk from the time of delivery.
  • Inspection of goods on delivery is required, with written notification of any damage or incomplete deliveries within three working days.
  • A fair opportunity must be given for inspecting damaged goods.


  • Goods prepared to your specifications must be accurate and fit for the intended purpose.
  • If we prepare the goods in accordance with your specifications or instructions: you must ensure that the specifications or instructions are accurate; you must ensure that the goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use it; and you warrant that the specifications or designs will not result in the infringement of any rights belonging to a third party and that you will indemnify us in respect of all loss, damage, costs or expenses (including legal fees) which we may incur in connection with any such claim or threatened claim by a third party.
  • All orders for products or custom sizes must detail in writing the actual finished dimensions and specifications. Production cannot proceed until receipt of same. No amendment to the original order will be accepted unless agreed in writing.
  • The company reserves the right to charge costs for re-handling cancelled or amended orders of special and custom products.
  • In the event of any work being carried out upon or alterations made to any article by or on behalf of the purchaser after the agreed delivery date, our company will not be liable for any defect, deterioration or incorrect articles from such work or alterations.
  • The company reserve the right to charge in full any costs incurred or contracted for in respect of re-handling an order or contract which is cancelled or amended. Orders for specials and custom products are only accepted on a non-cancellable basis.


  • Goods supplied may vary in detail from the illustrations, drawings, and descriptions as a result of improvement and refinement.
  • We reserve the right to make any changes in the specifications and designs of our goods which are necessary to ensure they conform to any applicable safety or other statutory requirements.
  • Where sizes and material thickness are shown, these will be subject to variations as dictated by the manufacturing process or raw material supply and such are for guidance only.
  • Colour finishes will be maintained as accurately as possible, but matching cannot be guaranteed.


  • By supplying goods to you, we do not waive any intellectual property rights (including any design rights) that we may have in respect of them.
  • Impact Lighting Solutions Ltd and partner companies retain all intellectual property rights related to its products, including but not limited to designs, specifications, and innovations.
  • Any proprietary information shared between us and the client, including technical specifications, designs, and trade secrets, shall be treated as confidential and may not be disclosed to third parties without mutual consent.
  • The client agrees not to reverse engineer, modify, or reproduce the company’s products or intellectual property without prior written authorisation.


  • Agreed delivery dates are estimates.
  • The customer shall indemnify the company against all claims made by third parties in respect of any loss or damage relating to goods supplied by us.
  • The company is not liable for any loss caused by late or non-delivery.
  • Cancellation of the contract is allowed before dispatch with a handling fee of up to 100% of the order value.
  • Acceptance of delivery after the estimated time waives any claim against us for delay.
  • We may deliver the goods in instalments. Each instalment is treated as a separate contract.
  • We may decline to deliver if: we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or the premises (or the access to them) are unsuitable for our vehicle.
  • At the company’s discretion, completed orders remaining at the company three working days after notification of completion may be stored off-site with the cost being borne by the Purchaser.


  • We warrant that the goods: comply with their description on our acknowledgment of the order form; and will be free from defects in materials and workmanship for a period of five years from the delivery date (‘the Warranty Period’).
  • Emergency lighting components are excluded from the five-year warranty period but will carry a warranty period in line with that offered by the manufacturer or originating supplier of the relevant component(s).
  • Where goods are delivered in more than one stage and relate to the same purchase order, the five-year warranty will apply from the date of the first delivery as shown on the delivery note.
  • Our warranties shall not apply: to normal wear and tear, or where the goods have been damaged or have been subject to abnormal use or abnormal working conditions; where any defect arises because of your specifications, drawings or designs; where you have not paid the total price of the goods by the due payment date; or if you have not complied with clause (6.3 and where it is our opinion any defect occurs as a result of poor installation of the goods.
  • Where the goods have been repaired or replaced under the provisions of the warranty period, the warranty period shall not be extended. Our decision will be final as to whether or not an alleged defect occurs within the time of the warranty period or outside this period.
  • We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
  • If you believe that we have delivered goods that are defective in materials or workmanship, you must: inform us (in writing), with full details, within 3 working days of the date shown on the delivery note; and allow us to investigate (we may need access to your premises and product samples); and we may require you to return the goods at your expense.
  • If the goods are found to be defective in material or workmanship (following our investigations, and you have complied with all conditions) we will (at our option) replace the goods or refund the price.
  • The company’s liability shall in no circumstances exceed the invoice value of the goods accepted as defective. No allowance will be made for the Purchaser’s or third-party labour, consequential damage, or other expense however incurred.
  • If you believe that one or more parts of the goods become(s) defective during the Warranty period, you seek a replacement of those part(s).
  • You will be required to raise a purchase order for the required replacements which will be sent to you, subject to availability (or we may discuss a suitable.


  • We will accept the return of goods from you only by prior arrangement (confirmed in writing), on payment of an agreed handling charge (unless the goods were defective when delivered or there is a claim under the Warranty period), and where the goods are as fit for sale on their return as they were on delivery.


  • If the order is cancelled (for any reason), you are then to pay us for all stock (finished or unfinished) that we may then hold or to which we are committed for the order.
  • We may suspend or cancel the order, by written notice if: you fail to pay us any money when due (under the order or otherwise); you become insolvent; or you fail to honour your obligations under these terms.
  • You may not cancel the order unless we agree in writing.


  • All export terms shall be applicable unless contradicted by any written agreement between us.
  • Specific to Export Transactions (Application to Exports): This provision is specifically designed for export transactions, but its applicability is subject to any written agreement between the parties that may contradict its provisions.
  • Incoterms Application: In cases where goods are supplied for export from the United Kingdom, our terms invoke the ‘Incoterms’ established by the International Chamber of Commerce. These globally recognized trade terms delineate the responsibilities of both the buyer and seller in international transactions.
  • Modification of Incoterms: When adopting Incoterms, our terms act as modifiers. They should be read as a whole, and any inconsistencies with Incoterms are considered amended by these terms.
  • Importer’s Responsibilities: The buyer is entrusted with compliance regarding all legislation and regulations governing the importation of goods into the destination country, including the payment of any duties imposed.
  • Sea Transport Exemption: Notably, if the goods are to be transported via sea, we are exempt from providing notice under section 32(3) of the Sale of Goods Act 1979. This exemption pertains to the obligation to notify the buyer of shipment details.
  • Testing and Inspection: Unless otherwise agreed, the buyer assumes responsibility for arranging the testing and inspection of goods at our premises before shipment. We disclaim liability for any defects that would have been apparent on inspection unless a pre-shipment claim is made. Additionally, we hold no responsibility for damage during transit.
  • Payment Terms: All amounts owed to us must be settled as per our stipulations unless there is a different written agreement.
  • Liability Exclusion: Importantly, we bear no liability for death or personal injury resulting from the use of goods if the delivery is intended for a territory of another State, as defined by s.26(3)(b) of the Unfair Contract Terms Act 1977.


  • Any waiver or variation of these terms is binding in honour only unless made (or recorded) in writing, signed on behalf of each party, and expressly states an intention to vary these terms.
  • All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.


  • If we are unable to perform our obligations to you (or able to perform them only at an unreasonable cost) because of circumstances beyond our control, we may then cancel or suspend any of our obligations to you, without liability.
  • Examples of those circumstances include natural disasters, accidents, explosions, fire, transport delays, strikes, and other industrial disputes and difficulty in obtaining supplies.


  • If you are more than one person, each of you has joint and several obligations under these terms. It will not affect the enforceability of any other of these terms, and if it would be enforceable if amended, it will be treated as so amended.
  • We may treat you as insolvent if: you are unable to pay your debts as they fall due; or you (or any item of your property) become the subject of any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements {including a moratorium} or bankruptcy); any application or proposal for any formal insolvency procedure; or any application, procedure, or proposal overseas with a similar effect or purpose.
  • All brochures, catalogues, and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us, and you should not rely on them in entering into any contract with us.
  • Any notice by either of us, which is to be served under these terms, may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
  • No contract will create any right enforceable (by virtue of the Contracts [Rights of Third Parties] Act 1999) by any person not identified as the buyer or seller.
  • The only statements upon which you may rely on making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorized representative and either contained in our estimate (or any covering letter) and not withdrawn before the contract is made or which expressly state that you may rely on them when entering into the contract.
  • Nothing is to affect or limit our liability for fraudulent misrepresentation.
  • The contract including these conditions shall be governed by and construed in accordance with English Law, and the application of the Uniform Law on the International Sale of Goods in entirety is excluded.


  • All parties agree to handle any personal data exchanged in the course of this agreement in compliance with applicable data protection laws and regulations.
  • “Personal data” refers to any information relating to an identified or identifiable natural person, including but not limited to customer information, contact details, and any other data covered by data protection laws.
  • Each party shall ensure that any processing of personal data is lawful and based on a valid legal basis, such as the necessity for the performance of the agreement or the consent of the data subject.
  • Personal data exchanged between the parties shall be treated as confidential information, and both parties shall take reasonable measures to prevent unauthorised access, disclosure, or processing.

DATE: 2023

Impact Lighting Solutions Limited

Unit C6, Grange Court Business Park, Abingdon Science Park, Abingdon, Oxfordshire OX14 3N

Registered in England & Wales No: 08432147