CTO Lighting Ltd and CTO Lighting Europe BV Terms and Conditions of Sale
1. About us
1.1 Company details: CTO Lighting Ltd is a company registered in the United Kingdom with company registration number 3419851 and our offices are located at 9 Cloudesley Road, London, N1 0FH, United Kingdom. Our VAT Number: 706802546, EORI: GB706802546000 and EORXI: XI706802546000.
CTO LIGHTING EUROPE BV is a company registered in the Netherlands with company registration number KVK76472159 and our offices are located at Olympisch Stadium 24, 1076 Amsterdam, The Netherlands. Our VAT number is NI 860635673B01.
1.2 Contacting us: To contact us telephone our customer service team at +44 (0) 20 7686 8700 or email email@example.com How to give us formal notice of any matter under the Contract is set out in clause 13.2.
2. Our contract with you
2.1 Our contract: These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement: The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language: These Terms and the Contract are made only in the English language.
3. Placing an order and its acceptance
3.1 Placing your order: Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Correcting input errors: Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3 Acknowledging receipt of your order: After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order: Our acceptance of your order takes place when either: i) we send you a pro forma invoice for which you make full or part payment; or ii) you revert to us in writing stating that you accept our offer to supply the relevant goods to you (Written Confirmation).
3.5 If we cannot accept your order: If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Our goods
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.2 Although we have made every effort to be as accurate as possible all sizes, weights, capacities, dimensions and measurements indicated on our site have a % tolerance.]
4.3 The packaging of your Goods may vary from that shown on images on our site.
4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
4.5 All our products are guaranteed for 24 months, if you find defect with the product it must be reported within 30 days of the defect being detected from whoever you purchased the goods from.
5. Return and refunds
5.1 You may cancel the Contract and receive a refund, if you notify us as set out in clause 5.3 within 14 days of your receipt of the Written Confirmation.
5.2 However, this cancellation right does not apply in the case of bespoke or customised goods.
5.3 To cancel the Contract, you must email firstname.lastname@example.org. If you use this method we will email you to confirm we have received your cancellation. Alternatively, you may contact the relevant sales person in writing to confirm.
5.4 If you have returned the Goods to us under this clause 5 because they are faulty or mis-described, we will refund the price of the Goods only on receipt photographic evidence taken at the time of delivery
5.5 If Goods have been delivered to you before you decide to cancel the Contract then you must return them to us without undue delay and in any event not later than 28 days after the day on which you let us know that you wish to cancel the Contract. You must send the goods back at your cost, please see https://ctolighting.co.uk/pages/delivery-info on how to arrange a return.
5.6 Any return due to cancellation can occur restocking fee up to 30% of the original cost of the goods. All returns must be sent back in there original packaging or packaging suitable to protect the goods by the shipping method being used. Any international returns must be sent back to CTO Lighting DDP (delivered duty paid)
6. Delivery, transfer of risk and title
6.1 We will contact you with an estimated delivery date after formation of the Contract.. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 12 (Events outside our control) for our responsibilities when this happens.
6.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
6.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.
6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
6.5 If you fail to take delivery within 5 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.
6.6 If your order is delivered damaged, you must sign for the goods damaged and unchecked with the courier.
6.7 If any goods are received damaged or incorrect we require you within 48 hours of receipt of goods to report to your sales contact or email email@example.com with photos and your CTO Lighting proforma or order confirmation number alongside your PO reference.
7. International delivery
7.1 We deliver most countries listed on this page please check with your sales contact or email firstname.lastname@example.org for any clarifications prior to placing an order with CTO Lighting.
7.2 If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
7.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
7.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
8. Price of goods and delivery charges
8.1 The prices of the Goods will be as quoted on our site at the time you submit your order and exclude delivery fees and local taxes where applicable. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
8.4 The price of the Goods does include delivery charges unless specified at time of order, some orders will occur additional delivery charges due delivery to certain regions, countries, or continents. Please with your sales contact or email email@example.com for any clarifications.
8.5 We sell a large number of Goods. It is always possible that, despite our reasonable efforts, some of the Goods may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
9. How to pay
9.1 You can only pay for Goods by bank transfer or a debit card or credit card.
9.2 Payment for the Goods and all applicable delivery charges is in advance unless otherwise advised. We will not charge your debit card or credit card until we dispatch your Goods.
10. Our liability: your attention is particularly drawn to clause 10.1
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
10.3 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (d) any other liability that cannot be limited or excluded by law.
10.4 Subject to clause 10.3, we will under no circumstances be liable to you for: (a) any loss of profits, sales, business, or revenue; or (b) loss or corruption of data, information or software; or (c) loss of business opportunity; or (d) loss of anticipated savings; or (e) loss of goodwill; or (f) any indirect or consequential loss.
10.5 Subject to clause 10.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 10% of the price of the Goods.
10.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
11.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
11.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. Events outside our control
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
13. Communications between us
13.1 When we refer to "in writing" in these Terms, this includes email.
13.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
13.3 A notice or other communication is deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.30 am on the second working day after posting; or (c) if sent by email, at 9.30 am the next working day after transmission.
13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
13.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
14.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the non-exclusive jurisdiction of the English courts.