Terms & Conditions

01 Interpretation

1.1In these Conditions:

Company means diVa lighting limited.

Customer means the person, firm or company whose Order is accepted by the Company.

Contract means the contract between the Company and the Customer for the sale of Goods, formed under clause 2.3.

Goods means the goods (including any instalment of the goods or any parts of them) supplied by the Company.

Specials means Goods made, modified or finished to the Customer’s requirements, or not held by the Company as standard stock.

Order means the Customer’s order for Goods, however placed.

Order Acknowledgement means the Company’s written acceptance of an Order.

Design Services means lighting layouts, calculations, marked-up drawings, schedules and similar advice provided by the Company, and Design Materials means everything produced in providing them.

Warranty Policy means the Company’s warranty policy published at www.divalighting.com/warranty, as updated from time to time.

Writing includes email.

1.2Headings do not affect interpretation. Words such as “including” do not limit the words before them.

02 Basis of contract

2.1The Company sells only to business customers. These Conditions apply to every Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, including any terms on the Customer’s order form, or implied by trade, custom or course of dealing.

2.2Quotations are not offers. Unless stated otherwise, a quotation is valid for 90 days from its date.

2.3An Order is an offer to buy Goods on these Conditions. It is accepted only when the Company issues an Order Acknowledgement or despatches the Goods, whichever is earlier, and the Contract is formed at that point.

2.4The Warranty Policy forms part of these Conditions. If it conflicts with these Conditions on a warranty matter, the Warranty Policy prevails.

2.5No variation of these Conditions is binding unless agreed in Writing by a director of the Company.

2.6These Conditions apply to every Contract formed on or after 1 October 2026. Contracts formed before that date remain subject to the conditions that applied when they were formed.

03 Goods, specifications and technical information

3.1The Company will take reasonable care that the Goods comply in all material respects with the Company’s specification. Descriptions, drawings, dimensions and performance data in the Company’s datasheets, website and other literature are approximate and given for general guidance only. They do not form part of the Contract unless expressly stated in the Order Acknowledgement.

3.2Photometric data (including LDT files), luminous flux, system wattage, efficacy and colour data are typical values, given in good faith and subject to normal manufacturing tolerances.

3.3The Company may change the specification of the Goods, or substitute components of equal or better quality, provided this does not materially affect their performance.

3.4The Customer is responsible for ensuring that the Goods are suitable for their intended use and that any installation complies with the relevant regulations and standards.

3.5Compatibility of the Goods with control systems, drivers, sensors or other equipment not supplied by the Company is guaranteed only where the Company has confirmed it in Writing for the particular installation.

04 Specials

4.1Where the Company provides drawings, samples or specifications of Specials for approval, the Customer must approve them in Writing before manufacture begins. The Company is not liable for any error in details approved by the Customer.

4.2Specials may be subject to minimum order quantities, which the Company will state in its quotation.

4.3The Customer indemnifies the Company against any claim that Specials made to the Customer’s design or specification infringe the rights of a third party.

05 Cancellation and changes

5.1Orders cannot be cancelled by the Customer once placed.

5.2The Company will use reasonable endeavours to accommodate changes to an Order requested in Writing, up to the point at which costs have been incurred. Any change is subject to the Company’s agreement in Writing and may affect the price and delivery date. The Customer shall pay any costs already incurred (including components ordered and work carried out) as a result of the change.

06 Prices

6.1Prices are those stated in the Company’s quotation or Order Acknowledgement. Unless stated otherwise, prices exclude VAT (which the Customer shall pay at the applicable rate) and carriage.

6.2Prices are based on the full quantities quoted. The Company may revise prices if quantities are reduced or delivery is requested in more instalments than quoted.

6.3The Company may increase the price of undelivered Goods by giving the Customer notice in Writing before delivery, to reflect an increase in the cost to the Company that is beyond its reasonable control (including components, raw materials, energy, carriage, duties and exchange rates), or any change requested by the Customer.

07 Payment

7.1Payment terms are agreed with each Customer in Writing (for example, in the Company’s credit account approval or the Order Acknowledgement). Where no payment terms have been agreed, Orders are accepted on a pro-forma basis: 100% of the order value is payable in advance against the Company’s pro-forma invoice, and the Company is not obliged to process the Order until payment has been received in cleared funds.

7.2Time of payment is of the essence.

7.3The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding, notwithstanding any claim the Customer may have against the Company.

7.4The Company may set, vary or withdraw a credit limit at any time.

7.5If any amount is not paid when due, then without prejudice to the Company’s other rights:

(a)the Company may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with its reasonable costs of recovery;

(b)all other amounts owed by the Customer to the Company become due and payable immediately;

(c)the Company may suspend or cancel further deliveries under any Contract, or require payment in advance; and

(d)the Company may recover the price of the Goods by action, even though property in them has not passed to the Customer.

7.6The Company may apply any payment received to such Goods or invoices as it sees fit, notwithstanding any appropriation by the Customer.

08 Delivery and risk

8.1Delivery dates are estimates only and time of delivery is not of the essence. The Company will make every endeavour to meet them but is not liable for any delay, however arising, and the Customer may not refuse the Goods because of late delivery.

8.2Delivery takes place when the Goods arrive at the delivery address stated in the Order Acknowledgement. The Customer shall provide safe access and suitable facilities, and is responsible for offloading unless agreed otherwise in Writing.

8.3The Company may deliver by instalments. Each instalment is a separate contract, and any delay or defect in one instalment does not entitle the Customer to cancel any other instalment or to delay payment for Goods already delivered.

8.4If the Customer fails to take delivery when the Goods are ready, or asks the Company to delay delivery, the Company may invoice the Goods as if delivered and charge for storage and insurance until delivery.

8.5Where Goods are collected by or on behalf of the Customer, delivery takes place on collection.

8.6Risk in the Goods passes to the Customer on delivery.

09 Inspection and claims

9.1The Customer shall inspect the Goods immediately on delivery.

9.2The Goods are deemed delivered undamaged, complete and in accordance with the delivery note unless the Company receives notice in Writing:

(a)of any damage or shortage that would be apparent on reasonable inspection, within 3 days of delivery;

(b)of non-delivery, within 7 days of the date the Customer was notified the Goods were due; and

(c)in any other case, within 3 months of the date of invoice.

9.3If notice is not received within these periods, the Company has no liability for the matter concerned. Faults appearing after delivery are dealt with under the Warranty Policy.

10 Title

10.1Despite delivery and the passing of risk, property in the Goods remains with the Company until it has received payment in full, in cash or cleared funds, for the Goods and for all other goods supplied by the Company to the Customer for which payment is then due.

10.2Until property passes, the Customer holds the Goods as bailee for the Company and shall store them safely and securely, separately from other goods, so that they remain readily identifiable as the Company’s property.

10.3The Company’s consent to the Customer’s possession of the Goods, and any right the Customer has to possess them, ends immediately if:

(a)any sum is not paid to the Company by or on behalf of the Customer on the date it is due;

(b)the Customer, not being a company, applies for an interim order or proposes a voluntary arrangement with its creditors under Part VIII of the Insolvency Act 1986, or does or fails to do anything that would entitle a petition for a bankruptcy order to be presented; or

(c)the Customer, being a company, does or fails to do anything that would entitle any person to appoint a receiver or administrator of the whole or any part of its assets, or to present a petition for an administration order or for its winding up.

10.4The Company may enter any premises where the Goods are, or where it reasonably believes them to be, to inspect or recover them.

10.5While the Customer possesses the Goods with the Company’s consent, it may resell them in the ordinary course of its business at not less than the price payable to the Company. As between the Customer and its buyer, the Customer sells as principal and may not commit the Company to any liability. As between the Company and the Customer, the Customer sells as fiduciary agent for the Company, shall hold the proceeds of sale on trust for the Company, shall not mix them with other money or pay them into an overdrawn bank account, and shall pay them to the Company on receipt, despite any credit period.

11 Returns

11.1The Company does not accept the return of Goods supplied in accordance with the Contract, except with the prior authorisation in Writing of a director or the managing director of the Company.

11.2Where a return is authorised, it is subject to such conditions as the Company specifies, including a restocking charge of up to 100% of the invoice value of the Goods returned. The Goods must be returned at the Customer’s cost and risk, unused and in their original, undamaged packaging, quoting the Company’s authorisation.

11.3Specials are not returnable.

11.4This clause does not apply to Goods returned under the Warranty Policy.

12 Warranty

12.1The Goods are warranted in accordance with the Warranty Policy, which sets out the warranty periods, conditions and return-to-base process.

12.2The Warranty Policy and clause 15 set out the Company’s entire liability for defective Goods. All other conditions, warranties and terms implied by statute or common law are excluded to the fullest extent permitted by law.

13 Installation, use and safety

13.1The Goods must be installed by a competent person in accordance with the Company’s instructions and the current edition of BS 7671 (IET Wiring Regulations).

13.2The Customer shall take all reasonable steps to ensure the Goods are used in accordance with the Company’s instructions and warnings relating to their safe and proper use, and shall pass those instructions to the end user.

13.3Commissioning, periodic testing and maintenance of emergency lighting in accordance with BS 5266-1 are the responsibility of the Customer or the responsible person for the premises.

13.4The Goods are supplied for business (non-household) use. As permitted by the Waste Electrical and Electronic Equipment Regulations 2013, the Customer is responsible for, and shall bear the cost of, the collection, treatment, recovery and environmentally sound disposal of the Goods at the end of their life, and shall pass this responsibility on to any person to whom it transfers the Goods. The Customer shall indemnify the Company against any cost the Company incurs as a result of the Customer’s failure to comply with this clause.

14 Lighting design services

14.1The Company may provide Design Services free of charge. They are provided solely to support the specification and supply of the Company’s Goods.

14.2Design Materials are indicative, based on the information supplied to the Company, and do not replace the professional judgement of the Customer’s or client’s lighting designer or engineer, who remains responsible for confirming that the scheme meets the relevant regulations and standards (including EN 12464-1 and BS 5266-1).

14.3All intellectual property rights in Design Materials, datasheets, photometric files and drawings produced by the Company remain the property of the Company.

14.4The Customer may use Design Materials only for the purpose of specifying and purchasing the Company’s Goods, and shall not pass them to any other manufacturer or supplier.

14.5If Design Materials are used, in whole or in part, for a project for which the Goods are not purchased from the Company (including where other manufacturers’ products are substituted), the Customer shall pay the Company a design fee equal to 50% of the value of the luminaire schedule in the Design Materials, calculated at the prices quoted by the Company (or, where none were quoted, at its list prices). The parties agree that this fee reflects the value of the Design Services and the commercial opportunity for which they were provided. It is invoiced on demand and payable within 30 days.

14.6The Company will include a notice referring to this clause on Design Materials and quotations.

15 Limitation of liability

15.1Nothing in these Conditions limits or excludes the Company’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability that cannot lawfully be limited or excluded.

15.2Subject to clause 15.1, the Company shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

(a)loss of profit, revenue, business, contracts or anticipated savings;

(b)the cost of removing Goods, installing replacement Goods, labour, access equipment, or attendance on site; or

(c)any indirect or consequential loss.

15.3Subject to clause 15.1, the Company’s total liability in connection with any Contract shall not exceed the price paid for the Goods concerned, and its liability for defective Goods is limited, at its option, to repairing or replacing the Goods, refunding the price (or a proportionate part of it) or issuing a credit note.

15.4Replacement Goods shall be as nearly as possible identical to the Goods replaced, or otherwise of at least equal quality.

16 Force majeure

16.1The Company is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including strike, lock-out, riot, civil commotion, fire, flood, accident, explosion, storm, act of God, war, terrorism, epidemic or pandemic, government action, failure or shortage of components, materials, energy or transport, failure of suppliers or subcontractors, and cyber-attack.

16.2In such circumstances the Company may suspend deliveries and, at its option, cancel them or, with the Customer’s agreement, make them after the suspension ends, without liability for any loss caused.

17 Confidentiality

17.1Each party shall keep confidential any commercial, financial or technical information received from the other in connection with a Contract, including prices and Design Materials, and use it only to perform the Contract, except where disclosure is required by law.

18 Data protection

18.1Each party shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018. The Company processes personal data in accordance with its privacy notice at www.divalighting.com/privacy-policy.

19 Insolvency and termination

19.1Without prejudice to its other rights, the Company may suspend or terminate any Contract immediately by notice in Writing if the Customer fails to pay any amount when due, or if any of the events in clause 10.3(b) or (c) occurs. All amounts owed by the Customer then become due immediately.

20 Notices

20.1Notices must be in Writing and delivered by hand, sent by first class prepaid post to the other party’s registered office (or any other address it has notified for the purpose), or sent by email to an address the other party has notified for the purpose.

20.2A notice is deemed received: if delivered by hand, on delivery; if posted, at 9.00 am on the second business day after posting; if emailed, at the time of transmission, or at 9.00 am on the next business day if sent outside business hours.

21 General

21.1Each Contract, with these Conditions and the Warranty Policy, is the entire agreement between the parties about its subject matter.

21.2If any provision is found invalid or unenforceable, the rest of these Conditions remains in force.

21.3A failure or delay by the Company in exercising any right is not a waiver of it.

21.4The Customer may not assign or transfer a Contract without the Company’s consent in Writing.

21.5No one other than the Company and the Customer has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of a Contract.

22 Governing law and jurisdiction

22.1Each Contract, and any dispute or claim arising from it or its subject matter, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.