Terms & Conditions


  1. Definitions

In these conditions the "Seller" refers to “Northern Lights (a division of Poole Lighting Ltd)” and also referred to as NL for these purposes.  The "Customer" means the "Buyer" who is the individual, partnership, or Company entering into the contract with NL.

"Goods" references any goods or services which NL supplies including parts and components of or materials incorporated in them.

“Contract” means any contract for sale and purchase of Goods and/or Services between the Seller and the Buyer as set out in the Order and subject to these Conditions.

‘Goods/Services’ refer to the goods and/or services which the Seller is to supply to the Buyer as set out in the Order in accordance with these conditions.

‘Order’ means any written order from the Buyer which is accepted by the Seller.

‘Writing’ refers to means of written communication including electronic mail and facsimile.

    1. The headings in these Conditions are for convenience only and shall not affect their interpretation.

    1. These Conditions extend to the supply of Services as well as goods and equipment, and also apply to Contract works executed away from NL's premises whether on the customer's own site or elsewhere.

    1. Any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Acceptance

2.1 The Sale & Purchase of goods shall be in accordance with any written quotation from NL which is accepted by the Customer. The acceptance of NL's offer to supply goods and/or services includes the acceptance of the following terms and conditions.

2.2 All contracts between NL and the customer shall incorporate the following terms and conditions except to the extent that they may be expressly varied in writing by NL.

2.3 No other conditions or terms whatever whether oral or written regardless of the date or dates upon which they were sent or exhibited by the customer shall affect or vary these conditions upon which the contract is made. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller, and no condition, warranty or other term of any order or acceptance of a quotation submitted by the Buyer or which the Buyer may seek to impose shall apply to the Seller.  NL's employees or agents are not authorised to make any representation concerning the goods or services unless confirmed by NL in writing.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted on entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any samples, drawings, descriptive matter or advertising issued by the Seller and any illustrations or descriptions of the Services contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 Any typographical, clerical or other error or omission in any sales literature, catalogue, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without notice to the Buyer and without any liability on the part of the Seller.

2.7 In the event of any conflict between the provisions of an order submitted by the Buyer and the provisions of any quotation or order acknowledgement issued by the Seller or these Conditions, the provisions of the quotation, order acknowledgement or these Conditions (as applicable) shall prevail.

3. Orders

3.1 Orders will only be accepted from the Buyer in writing and any changes must be received within 2 working days of the initial order being placed. Cancellations or changes made outside of this time frame may be subject to a charge.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, for giving the Seller any necessary information relating to the Goods and/ or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms and for providing any materials the Seller may reasonably require to supply the Services.

3.3 No order which has been accepted by NL may be cancelled by the Buyer, except with the agreement in writing by NL and on terms which the customer shall indemnify NL in full against all loss (including loss of profit), costs (including the cost of all service, materials and labour used) damages, charges and expenses incurred by NL as a result of the cancellation.

3.4 The quantity, quality and description of and any specification for the Goods shall be those set out in the Order (and the Buyer must satisfy itself as to specification, quality, description and fitness for purpose of the Goods).

3.5 If the Goods are to be manufactured, any process is to be applied to the Goods or the Services are to be provided by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all liabilities, losses, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other party which results from the Seller’s use of the Buyer’s specification.

3.6 Lead-times can vary from approximately 1 to 16 weeks and are dependent on receipt of the Deposit, payment of the final invoice, availability of materials, the Customer supplying all other necessary information required for the Order, and complying with these Terms and Conditions. Any lead-time or delivery date specified by the Supplier is provided as a guide only.

4. Carriage and Packing

4.1 Where carriers are used the customer shall be liable to pay NL's charges for transport packaging and insurance in full. VAT will be charged additionally at the rate prevailing at the time.

4.2 All orders are subject to carriage charge which will be calculated based on the value, volume of the order and the delivery location.

4.3 Export Packing surcharge is charged at a percentage of the total contract price, which charge shall be added to the contract price.

4.4 Any packing or protection shall be at the discretion of NL. All such packing will be charged to the customer unless it is specifically included in the price. Credit will be given to the customer within the United Kingdom in respect of cases returned carriage paid in good condition to NL or as directed by NL Within 14 days of delivery.

5. Delivery

5.1 Except where otherwise stated goods are offered where lying.

5.2 Goods sold "loaded at site" will be despatched according to the customer's instructions but the risk in such goods will pass to the customer from the time of loading.

5.3 Goods sold "delivered" will be despatched by any means of transport at NL's option unless otherwise agreed in writing. All unloading and demurrage charges which may be incurred will be charged to the customer. It is an implied condition that where NL sell goods "delivered to the customers premises or site" the adequate facilities and manpower exist for so doing by road and/or rail and for unloading.

5.4 Where Goods are to be delivered in instalments, each delivery shall constitute a separate contract to which all of these Conditions shall apply and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6. Time for Delivery

6.1 Delivery times where given will date from the confirmation by NL of the order or most often approval date of shop drawings. All delivery times are approximate only, under no circumstances shall delivery times be or be capable of being made of the essence of the contract.

6.2 Any dates quoted for delivery of the Goods and/or provision of the Services are approximate only and to the extent permitted by applicable law the Seller shall not be liable for any damage or inconvenience due to the delay in delivery of the Goods or performance of the Services howsoever caused. Time for delivery of the Goods and/or performance of the Services shall not be of the essence of the Contract unless previously agreed by the Seller in Writing.

6.3 NL will not be liable for any loss, damage, injury or expense either direct or indirect which may be suffered by the customer by reason of late delivery of the goods from whatsoever cause such late delivery may arise.

6.4 If the Buyer fails to take delivery of Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) or if NL are required by the Buyer to withhold delivery of goods after the agreed delivery date, the Buyer shall pay to NL a weekly storage charge calculated from the total contract price and volume, which charge shall be added to the contract price.

7. Loss or Damage In Transit

7.1 Customers are required to inspect the Goods for the purpose of ascertaining whether or not at the time of Delivery they are damaged. NL shall not be liable for any such damage unless NL and the carriers are notified of such damage or loss within 48 hours of delivery. It is the responsibility of the customer to examine the goods immediately on receipt.

7.2 If the Customer chooses not to inspect the Goods, they will be accepted by the Customer to be without defect or damage

7.3 In the event of loss or damage in transit from any cause whatsoever (including causes which might be held to involved fundamental breach of contract) the liability of NL shall be limited at NL's option to replacing, repairing the goods or refunding the purchase money. In no circumstances shall NL be liable to consequential loss.

7.4 NL shall not be liable for any such damage as is referred to in paragraph (a) above unless NL and the carriers are notified of such damage or loss within 48 hours of delivery. It is the responsibility of the customer to examine the goods immediately on receipt.

8 Quality

8.1 If any goods are found to be faulty within 12 months after the date of supply or installation then, provided that the fault was present at the date of supply or installation, and has not been caused or aggravated by subsequent misuse, neglect, damage or otherwise (and in particular by any alteration or attempted repairs not authorised in writing by NL) and that NL are notified in writing promptly at the latest within 7 days of the discovery thereof and the Buyer returns such goods at its own expense to the Seller's place of business. NL undertake to rectify the fault and will, if necessary, replace the equipment or the faulty part.  Provided that where a fault was initially present but has been aggravated, NL may at their discretion apply this assurance subject to the payment of a contribution towards the cost.

8.2 NL give an assurance in similar terms where they have undertaken works of repair or installation and the initial fault is due to faulty workmanship on their part or faulty materials introduced by them.

8.3 The foregoing represents the whole liability of NL and all implied terms as to description, quality, suitability or otherwise, and all liability for any misrepresentation or negligence by NL, their servants, employees or agents are expressly excluded. The express warranties given by these conditions exclude all conditions or warranties implied by statute, common law or equity.

8.4 On any claim for failure to fulfil the above, damages shall not exceed the price charged by NL for the faulty goods.

9. No Liability for Consequential Loss

9.1 It is impracticable to arrange insurance at a sufficiently high level on NL's overall operations. NL shall therefore in no case be liable for consequential loss of or damage to any premises, stocks or other property or for loss of profits or for any legal liability of the customer to a third party or any other form of consequential loss, whether alleged to be due to breach of contract, negligence or any other head of legal liability.

9.2 Buyers are responsible for ensuring that their own property and liability Insurance cover risks from goods supplied or installed by NL and for contract work carried out by them on the customer's site or premises.

10. Cancellation by NL

10.1 If, owing to hostilities (whether war has been declared or not), Government Restrictions, strikes, riots or civil commotion, difficulty or inability to obtain suitable raw materials, devaluation, major movements in international exchange rates, force majeure or causes of any other nature beyond NL's reasonable control, NL decides it to be unreasonable or uneconomical to deliver the whole or any part of an order, NL shall have the right on giving notice in writing to cancel the order or any undelivered balance of the order.  NL shall incur no responsibility for any loss due to strikes, lockouts, acts of God or the Monarch’s enemies, or national or regional unavailability of materials.

10.2 In the event of cancellation under this Clause the customer shall not be entitled to make any claim arising from such cancellation other than a refund (without interest) of any advance payment made or a reasonable proportion thereof in respect of the cancellation of part of such order as the case may be.

10.3 It is the responsibility of the consignee to check the correct number of boxes have been signed for. Any damages / discrepancies must be reported within 48 hours of receipt of the goods and must be advised in writing. Our Sales Office will request photographs of any reported damages which must be supplied. No goods are to be disposed of unless confirmed by a representative of Northern Lights in writing.

11. Price of the Goods and/or Services

11.1 The price of the Goods and/or Services shall be the Seller’s quoted price.  Where a quoted price has expired and is no longer valid, the Seller reserves the right to issue an updated quote to the Buyer. All prices quoted are valid for 30 days provided that the Seller has not previously withdrawn it.

11.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

11.3 The price is exclusive of any applicable value added tax (and any similar sales tax), which the Buyer shall be additionally liable to pay to the Seller.

11.4 Should any duty, tax, levy or any other payment whatsoever be imposed by the European Union, or any of its member’s national government, or any other government body, relating to the Goods and/or Services before their delivery, the Buyer shall bear the burden of such duty, tax, or other payment and the costs arising therefrom.

11.5 All prices shown are in GBP and exclusive of VAT or any other applicable taxes. VAT will be charged at the rate ruling at the time of delivery.

12. Terms of Payment

12.1 All orders will be on a Pro Forma basis unless a credit account has been approved.

12.2 The Seller shall at its option be entitled to require the Buyer to pay a deposit of all or part of the price of the Goods and/or Services in advance.

12.3 Credit accounts have a standard 30 days from invoice facility. In the event of recurrent late payments, credit accounts will revert to a Pro Forma basis.

12.4 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall at its option be entitled to submit an invoice for payment from the Buyer for the price of the Goods and/or Services upon the occurrence of any one of the following:

12.4.1 upon or after the giving of a quotation to the Buyer; or

12.4.2 upon or after formation of the Contract; or

12.4.3 at any time after delivery of the Goods; or

12.4.4 if the Buyer fails to take delivery of the Goods, at any time after the Seller has notified the Buyer that the Goods are ready for collection; or

12.4.5 completion of the Services; or

12.4.6 monthly in arrears.

12.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

12.5.1 cancel the Contract; or

12.5.2 suspend any further deliveries to the Buyer; and/or

12.5.3 suspend the provision of the Services or any part of them; and

12.5.4 appropriate any payment made by the Buyer to such of the Goods and or Services(or the goods and/or services supplied under any other contact between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

12.5.5 charge the Buyer interest (both before and after any judgment) on the amount unpaid from the due date for payment at the rate of 8 percent per annum above the Barclays Bank base lending rate accruing on a daily basis until payment is made or under the Late Payment of Commercial Debts (Interest) Act 1998; and

12.5.6 reserve the right to claim from the Buyer any other associated costs that may be incurred in receiving payment.

13. Reservation of Title

    1. Notwithstanding delivery of the goods to the customer ownership of the goods both legal and equitable will not pass but will remain with NL However, immediately on delivery to the Customer or into custody on the customer's behalf the risk of the goods will pass to the customer.

    1. Property of these goods will pass to the Customer only when all outstanding debts have been paid in full. Until that date and time the Customer is to hold these goods in a fiduciary capacity as bailee on behalf of NL and shall be responsible for adequately insuring the goods and if required will store them in such a way that they can be recognised as being held ln a fiduciary capacity.

    1. Notwithstanding that the customer may hold the goods in a fiduciary capacity only. NL will allow the Customer the power to use the goods in their normal course of business and to sell the goods to third parties and to deliver them, on condition that so long as the customer is indebted to NL under this contract and NL so requires, the customer shall assign the benefit of any claims against such third parties to NL. In any event if the Customer receives the proceeds of such sales from third parties such proceeds are to be held by the customer for the account of NL (who shall be permitted to trace such process) to the extent that the customer is indebted to NL under this contract.

    1. If the payment by the Customer under this contract becomes overdue, in whole or in part, or if the Customer shall commit any other breach of this contract or any act of insolvency as defined In sub clause (5) below, NL shall be entitled (without prejudice to any of its other rights) to treat this contract as discharged and to repossess the goods. The subject of this contract and any others that at that time have not been settled and paid and to enter upon any premises where the goods may be situated for that purpose.

    1. The customer for the purposes of this clause shall be deemed to commit an act of insolvency if:

      1. any distress or execution shall be levied upon his property or his assets or if he shall make an offer to make any arrangement or composition with creditors or commit an act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him; or
      2. if the customer is a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver or liquidator of such company's undertaking property or asses or any part thereof shall be appointed; or
      3. if in either case in the sole discretion of NL it appears to NL that the financial position of the Customer has become unsatisfactory or impaired.
      4. In the event of NL repossessing the goods the Customer shall be liable (notwithstanding the discharge of the contract) to pay the difference between the price of goods and their value on repossession and in the event of NL being able to repossess the goods but being unable to do so for any reason whatsoever the Customer shall pay NL the full price thereof less in each case any amount previously paid by the Customer under this contract.

14. Returns

14.1 Made-to-order and bespoke Goods are not eligible for Return, unless damaged or faulty in line with section 8 of these terms and may only be returned with the prior agreement in writing from NL.  Any goods returned without the prior agreement of NL will be returned to the Customer and an administration charge for handling plus all carriage costs will be made.

14.2 Where a return has been accepted in writing from NL, a restocking charge of a minimum of 50% will be levied to all orders, unless faulty.  NL reserves the right to increase this restocking charge as appropriate and in line with the value of the Goods and/or Services produced at their sole discretion.

14.3 The customer is liable to cover the cost of all returned goods to NL, including carriage costs, taxes and duties.

15. Intellectual Copyright

15.1 The customer agrees not to remove, alter or deface or allow to be removed, altered or defaced, any marks, names or numbers affixed to the products and accessories purchased from NL

15.2 Copyright, design rights, registered designs, trade marks and other intellectual property of whatever nature arising out of or in connection with any Goods, Services (including deliverables of the Services), literature or other materials supplied by the Seller to the Buyer in connection with the Contract shall be owned by and remain the property of the Seller unless otherwise agreed expressly in Writing signed by the Seller and the Buyer acknowledges that it may not copy or reproduce of otherwise use the same in whole or in part and in any way whatsoever in any part of the world without permission or licence in Writing from the Seller.

15.3 All Seller Materials remain the exclusive property of the Seller.

15.4 In respect of any designs, plans or other materials provided by the Buyer to the Seller to be used in the supply of Goods and/or Services:

15.4.1 the Buyer and its licensors shall retain ownership of their rights in such materials;

15.4.2 the Buyer warrants that it has all rights, licences, consents and permissions required to use such materials in this manner and to grant the licence under clause 13.5.3. If the Seller determines that the Buyer has breached this warranty, the Seller reserves the right to refuse to accept the Buyer’s order, cancel the Contract or take such action as the Seller deems appropriate;

15.4.3 the Buyer grants to the Seller anon-exclusive, royalty-free, worldwide licence to use, store and copy such materials to the extent required in order for the Seller to supply the Goods and Services;

15.4.4 the Buyer shall indemnify and hold harmless the Seller against all liabilities, costs, expenses, fines, penalties, damages and losses suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with the Seller’s use of any such content or material in accordance with this clause 13.5. This clause shall survive termination of the Contract.

16. Goods offered which are not NL's Own Property

16.1 Any information supplied by NL concerning the location and other matters in respect of goods and equipment offered for sale by NL but which are not NL's property, is given on the understanding that the Customer will not make a direct approach to purchase the goods and equipment through the owners but will purchase them through NL.

16.2 The customer agrees not to make any direct approach to the true owner and undertakes to reimburse NL in respect of any loss of commission or other loss which may result to NL therefrom.

16.3 NL accepts no responsibility or liabilities relating to the Goods or Services provided that are not NL’s own property.

16.4 NL reserves the right to sub-contract any order or part of the order.

17. Approvals

17.1 It shall be the responsibility of the customer to ensure that NL's goods have the approval of all authorities concerned and to secure all necessary licences and permissions for the work and to comply with any statutory or other regulations or By-laws relating to the goods.

17.2 The Customer shall indemnify NL against any loss, damage or costs sustained by NL and arising out of any breach of this condition.

18. Limits of contract

18.1 All offers are made subject to acceptance within 30 days of the date thereof (unless otherwise stated) and subject to the goods being unsold and/or not withdrawn prior to acceptance. All goods are liable to be withdrawn without notice.

18.2 All offers include only such goods and work as specified therein. Drawings, dimensions and weights submitted must be taken to be approximate and do not form part of the contract. All extras and accessories ordered but not specified in NL's offer will be charged for separately as will the costs of all tests, alterations, additions and other work undertaken at the expense of the customer.

18.3 The customer shall not assign or transfer their rights under any contract subject to these conditions to any third party without the prior consent in writing of NL.

18.4 NL will make every effort to execute all orders at the price quoted at the time of the acceptance but reserve the right to raise the prices to those ruling at the time of availability for despatch in the event of any increase in the cost of materials, labour or transport or of any other cost whether or not of the same nature as aforesaid. Goods despatched after the end of the fixed price period will be charged at NL's price current at the date of despatch. All quotations and orders are subject to the availability of goods.

18.5 Unless specified as integral LED strip or modules, lamps (bulbs) are not provided unless quoted separately.

18.6 Unless otherwise agreed in writing the contract shall in all respects be construed and operate as an English contract and in conformity with English Law.

18.7 Any communication required to be made under this Contract shall be in Writing but where these Conditions require a notice then this shall only be validly given if in writing sent by pre-paid first class post or delivered by hand to the party concerned (at its registered office or, in the case of the Buyer, at the address given by the Buyer to the Seller) or by facsimile transmission. Notices sent by first class post shall be deemed to have been given two working days after posting (exclusive of the day of posting); notices delivered by hand shall be deemed to have been received on the day of delivery. Notices sent by facsimile transmission on a working day shall be deemed to have been received on that day unless they are sent after 4.00pm or on a non working day when they shall be deemed to have been served on the next working day (provided confirmation of successful transmission has been received by the sender). For the avoidance of doubt notices will not be validly served if sent by electronic mail. For the purposes of this clause ‘working day’ shall mean a day other than a Saturday, Sunday or public holiday in England or Wales, when banks in London are open for business. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

18.8 If any provision of these Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

18.9 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) then either party shall give to the other written notice of the Dispute (setting out its nature and full particulars together with supporting documents) and the parties shall attempt in good faith to resolve the Dispute. If the parties have not resolved the Dispute within 14 days of such written notice, the Dispute shall be referred to a senior officer of each party, who shall attempt in good faith to resolve it.

18.10 The Buyer shall not assign the Contract nor any of its rights and obligations thereunder without the prior written consent of the Seller.

19. Confidentiality

19.1 The Buyer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers or products of the Seller, except as permitted by clause 16.2.

19.2 The Buyer may disclose the Seller’s confidential information to:

19.2.1 its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Buyer’s rights or carrying out its obligations under or in connection with the Contract. The Buyer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Seller’s confidential information comply with this clause 16; and

19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

19.3 The Buyer shall not use the Seller’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

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