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TERMS AND CONDITIONS OF SALE


B & T Associates Limited trading as Lumineux Lighting

BUSINESS CUSTOMERS ONLY. These Terms apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft or profession. They do not apply to a Consumer or to consumer sales. A ‘Consumer’ is an individual acting for purposes wholly or mainly outside that individual’s trade, business, craft or profession. If the Supplier expressly agrees to make a consumer sale, separate consumer terms will apply.


1. Definitions and interpretation

  • 1.1 In these Terms: “Business Day” means a day other than Saturday, Sunday or a public holiday in England; “Catalogue” means a Supplier catalogue edition expressly identified in the Order Acknowledgement or Quotation; “Consumer” has the meaning stated above; “Contract” means the contract for sale formed under clause 2; “Customer” means the business buying the Products; “Digital Services” means any application, portal, cloud service, gateway service, software-enabled reporting or remote-control service made available for use with a connected Product; “Order” means the Customer’s order; “Order Acknowledgement” means the Supplier’s written acceptance; “Product Information” means the Catalogue, SKU page, datasheet, instructions or other product information expressly identified in the Order Acknowledgement; “Products” means the goods identified in the Order Acknowledgement; “Quotation” means the Supplier’s written quotation; “Returns Policy” means the Supplier’s Returns & Credits Policy version identified in the Order Acknowledgement or RMA; “Specification” means the product specification identified in the Order Acknowledgement, including any Product Information expressly incorporated under clause 3.1; “Standard Warranty” means the Supplier’s Standard Business Product Warranty in force and identified when the Contract is formed; “On-Site Warranty” means any separately registered additional on-site cover; and “Supplier” means B & T Associates Limited trading as Lumineux Lighting.
  • 1.2 References to legislation include amendments and replacements. “Including” means including without limitation. Writing includes email, except for service of proceedings. Clause headings do not affect interpretation.


2. Contract formation and priority

  • 2.1 A Quotation is an invitation to place an Order and is not an offer capable of acceptance. Unless withdrawn earlier or stated otherwise, a Quotation is valid for 30 days from its date. Each Order is an offer by the Customer to buy the Products on these Terms. The Contract is formed when the Supplier issues an Order Acknowledgement or, if earlier, dispatches the Products. If Products are dispatched before an Order Acknowledgement is issued, the dispatch note or invoice constitutes the Order Acknowledgement for the purposes of the Contract and must identify, or provide a durable means of accessing, the applicable Specification, Warranty Period, Standard Business Product Warranty version and Returns & Credits Policy version.
  • 2.2 The Contract comprises, in descending order of priority: (a) any long-term agreement or special conditions signed by both parties; (b) the Order Acknowledgement; (c) the Quotation; (d) these Terms; and (e) the applicable Standard Warranty and any On-Site Warranty registration confirmation.
  • 2.3 Any terms on or referred to in the Customer’s purchase order or other document are excluded, except for product, quantity, delivery-location and price particulars expressly accepted in the Order Acknowledgement. Each accepted Order is a separate Contract.
  • 2.4 The Customer must check the Order Acknowledgement promptly and notify the Supplier of any error. No variation or cancellation is binding unless agreed in writing by an authorised representative of the Supplier.


3. Products, specifications and changes

  • 3.1 The Products will materially conform to the Specification. Where the Order Acknowledgement expressly identifies a Catalogue edition, SKU page, datasheet or other Product Information, the product-specific technical data for the ordered SKU forms part of the Specification. If identified Product Information conflicts, the Order Acknowledgement prevails, followed by the latest expressly identified SKU datasheet and then the identified Catalogue. General descriptions, photographs, application suggestions, samples and unincorporated marketing materials are illustrative only.
  • 3.2 The Supplier may make changes required by law, safety or an applicable standard, or minor technical changes that do not materially reduce functionality. Material substitutions require the Customer’s written agreement.
  • 3.3 The Customer is responsible for confirming that the Products and Specification are suitable for its intended application, installation, controls, environment and end-customer requirements, except to the extent the Supplier expressly agrees in writing to design or advise for a stated purpose.
  • 3.4 A request to cancel or amend an Order is effective only when confirmed by the Supplier in writing. An Order for Standard Stock may be cancelled before dispatch only where it has not already been processed, allocated, committed to a supplier, configured or dispatched. The Supplier may recover its reasonable costs and commitments arising before cancellation.
  • 3.5 An accepted Order for bespoke, modified, made-to-order, non-stock or specially procured Products is non-cancellable and the Products are non-returnable, except with the Supplier’s prior written agreement. If the Supplier agrees to cancellation, the Customer must pay all reasonable design, material, procurement, production, handling and other committed costs, together with work completed up to cancellation.
  • 3.6 A stated LED lifespan, L70 value or other lumen-maintenance figure is a projection under the stated test method and operating assumptions. It is not a guaranteed failure-free life, service life or Warranty Period. The applicable Warranty Period is the separate period expressly stated for the relevant Product under the Standard Warranty, and a component may have a different period.
  • 3.7 Any energy-saving, carbon-saving, return-on-investment, payback, coverage, wireless-range or similar calculation is an estimate based on identified assumptions and information. Actual results depend on matters including usage, tariffs, controls, occupancy, installation, environment, configuration and connectivity and are not guaranteed unless expressly agreed in writing.


4. Delivery, risk and inspection

  • 4.1 Unless the Order Acknowledgement states otherwise, delivery within the United Kingdom takes place when the Products are delivered to the delivery location stated in it. Risk passes on delivery. The Customer is responsible for safe and prompt unloading.
  • 4.2 For an international delivery using an Incoterms rule, the Order Acknowledgement must state the selected rule and named place, and Incoterms® 2020 applies. If the Contract conflicts with that rule, the Contract prevails.
  • 4.3 Delivery dates are estimates and time is not of the essence. The Supplier will use reasonable endeavours to meet them and may deliver in instalments. Delay in one instalment does not entitle the Customer to reject the remainder. If delivery of affected Products is delayed by more than 90 days beyond the estimated date, for reasons not caused by the Customer and other than an event under clause 13, the Customer may terminate only those affected Products by written notice before dispatch. Its remedy is repayment of sums paid for those Products.
  • 4.4 If the Customer delays or refuses delivery, risk passes when delivery would have occurred. The Supplier may store or resell the Products and charge the Customer the reasonable resulting costs, without limiting other rights.
  • 4.5 The Customer must inspect the Products promptly. Visible transit damage, shortage or incorrect Products must be recorded on the delivery document and notified in writing within three Business Days. This does not exclude a claim that could not reasonably have been discovered within that period.
  • 4.6 Any advertised dispatch or delivery service is subject to stock availability, cleared credit, the stated order cut-off, carrier capacity and delivery location. Dispatch does not mean delivery. A dispatch or delivery date is guaranteed only where the Order Acknowledgement expressly identifies it as guaranteed and states the applicable conditions and remedy.


5. Title

  • 5.1 Title does not pass until the Supplier receives in cleared funds all sums due from the Customer on any account. Until then, the Customer must hold the Products as bailee, keep them identifiable and properly stored and insured, and not remove identifying marks.
  • 5.2 The Customer may resell the Products in the ordinary course of business before title passes, but that authority ends immediately if clause 12 applies. The Supplier may require return of Products in the Customer’s possession to which it retains title and may enter premises controlled by the Customer on reasonable notice, where lawful, to recover them. The Customer must procure lawful access to third-party premises.
  • 5.3 The Supplier may recover payment notwithstanding that title has not passed. These title rights survive termination.


6. Price, invoicing and payment

  • 6.1 The price is stated in the Order Acknowledgement and excludes VAT, delivery, insurance and other charges unless stated otherwise. VAT is payable at the applicable rate. Any carriage-paid order threshold and charge for orders below it will be stated in the Quotation or Order Acknowledgement. The Supplier may change published carriage thresholds prospectively, but not for a Contract already formed.
  • 6.2 The Supplier may invoice on dispatch, delivery, availability for collection or by agreed milestones. Unless otherwise stated, invoices are payable in full within 30 days of the invoice date, without set-off, deduction or withholding except where required by law. Time for payment is of the essence. If a manifest pricing error is identified before dispatch, the Supplier will notify the Customer and may offer supply at the correct price or cancellation of the affected Products with repayment of sums paid. The Supplier is not obliged to supply at an obvious erroneous price that the Customer knew or ought reasonably to have recognised as an error.
  • 6.3 For late payment, the Supplier may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, as amended. Statutory interest accrues daily on a simple basis. The Supplier may suspend performance while an undisputed overdue sum remains unpaid after notice.


7. Customer responsibilities and installation

  • 7.1 The Customer must ensure that Products are transported after delivery, stored, installed, commissioned, used, inspected, tested and maintained by competent persons in accordance with law, the Specification, the Product Information and the standard and amendments properly applicable when the relevant design, installation, commissioning or other work was carried out, including any formally recognised transition period.
  • 7.2 Electrical installations must comply with the edition and amendments of BS 7671 properly applicable at the date of design and installation, including any formally recognised transition period. Emergency-lighting systems must be designed, installed, commissioned, documented, tested and maintained under applicable law and the editions properly applicable at the relevant time, including, where relevant, BS 5266-1:2025 and BS EN 50172:2024.
  • 7.3 Surge-protection requirements and SPD type, location and coordination must be determined by the competent designer or installer under the properly applicable edition of BS 7671, the site assessment, electrical design and Product Information. A design decision should be recorded where reasonably required. The absence of an SPD or design record does not, by itself, establish that an excluded condition caused a Product failure. The Customer remains responsible for supply quality, earthing, environmental suitability, access, site safety and compatibility with third-party controls unless otherwise agreed in writing.
  • 7.4 Where the Supplier expressly agrees to provide a lighting design, survey or calculation, it will exercise reasonable skill and care using the project information and assumptions identified in its design. The Customer must provide complete and accurate dimensions, layouts, reflectance data, operating conditions, intended use and other requested information, and must notify the Supplier of changes. Unless expressly agreed in writing, the Customer and its competent designer or installer remain responsible for site verification, final design suitability, emergency-lighting risk assessment, installation design, coordination, regulatory approval, commissioning and certification. A design is not a guarantee of a result where inputs, assumptions, products or site conditions differ.


8. Returns, defects and warranty claims

  • 8.1 No Product may be returned without a return-material authorisation (“RMA”). Returns must comply with the Returns Policy. An RMA is procedural authorisation only and does not itself admit liability or confirm that a credit or warranty remedy is due.
  • 8.2 The Supplier may, at its discretion, accept correctly supplied Standard Stock that was incorrectly ordered or is unsuitable for the Customer’s application only where an RMA is requested within six months after delivery or collection. Any accepted discretionary return is subject to the condition and eligibility requirements in the Returns Policy and a 25% restocking charge. Stock cleanses and samples are governed by any separate written arrangement and the Returns Policy.
  • 8.3 The Standard Business Product Warranty is incorporated into the Contract. It explains how the applicable Warranty Period is identified and sets out its conditions, exclusions, claim process and remedies. An On-Site Warranty applies only if separately registered and confirmed in writing; it adds the limited on-site benefits expressly stated in that document and does not replace the Standard Business Product Warranty. The applicable versions must be identified in the Order Acknowledgement and should be retained with the Contract records. Controlled current copies are available at https://www.lumineux.co.uk/terms-conditions and https://www.lumineux.co.uk/on-site-warranty-registration, but later website versions do not retrospectively vary an existing Contract.
  • 8.4 A warranty claim must include proof of purchase, Product and batch details, fault description and reasonable installation or testing evidence requested by the Supplier. The Customer must preserve the affected Products and allow inspection and testing.


9. Product compliance, safety and recalls

  • 9.1 Each party must comply with the product-safety, conformity, environmental and market-access duties applying to it. The Supplier does not exclude any mandatory duty as manufacturer, importer or distributor.
  • 9.2 The Customer must not remove conformity or traceability markings, must keep reasonable distribution records, and must promptly report any suspected safety incident or regulatory enquiry. The parties will cooperate on investigation, corrective action, safety notice or recall. Responsibility for costs will follow legal responsibility and breach of the Contract.
  • 9.3 Connected Products and Digital Services may require compatible Products, gateways, commissioning, connectivity, supported devices, licences or subscriptions. Available functions, security-update periods, application or cloud dependencies and vulnerability-reporting details are stated in the relevant Product Information or service agreement. Digital Services are separate from the hardware Warranty Period unless expressly stated otherwise.
  • 9.4 The Customer is responsible for suitable networks, internet and power availability, access credentials, authorised users, configuration, backups and lawful use of system and building data. Unless a service level is expressly agreed, Digital Services are not warranted to be uninterrupted or error-free. The Supplier may maintain, update or modify them and may withdraw a free or out-of-term service on reasonable notice, subject to applicable law and any stated support period; it will not materially reduce a paid fixed-term service during that term without an agreed replacement or appropriate remedy.
  • 9.5 Automated tests, alerts, compliance reports, energy reports, heat maps and remote status information depend on correct installation, commissioning, configuration, connectivity and data. They assist management but do not replace statutory inspections, risk assessments, maintenance, certification, record keeping or the duties of the responsible person, Customer, designer, installer or building operator.


10. Liability

  • 10.1 Nothing in the Contract limits or excludes liability for fraud or fraudulent misrepresentation; death or personal injury caused by negligence; breach of the terms implied by section 12 of the Sale of Goods Act 1979; defective products to the extent liability cannot lawfully be excluded; or any other liability that cannot lawfully be limited or excluded.
  • 10.2 Subject to clause 10.1, the Supplier is not liable for loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation, data or opportunity, or for business interruption or project-delay costs, in each case whether arising directly or indirectly. The Supplier is also not liable for any other indirect or consequential loss.
  • 10.3 Subject to clause 10.1, the Supplier’s total aggregate liability arising from a Contract, including warranty claims, is limited to the net Contract price paid or payable for the Products under that Contract giving rise to the claim. Where a claim relates only to identified affected Products, the cap is the net price paid or payable for those affected Products. That affected-Products sub-cap does not apply to a verified batch-wide defect, Supplier-provided design services, breach of confidentiality or data-protection obligations, a regulatory corrective action or recall for which the Supplier is legally responsible, or physical damage caused to other property; the full Contract cap applies to those matters. This clause does not create liability or a remedy where none otherwise exists.
  • 10.4 The Standard Warranty remedies are the Customer’s exclusive contractual remedies for a breach of that warranty, but this does not exclude rights or liabilities that cannot lawfully be excluded. The Customer must take reasonable steps to mitigate loss.


11. Intellectual property, confidentiality and data

  • 11.1 All intellectual-property rights in Products, designs, drawings, specifications, software and materials supplied by the Supplier remain with the Supplier or its licensors. The Customer receives only the non-exclusive rights needed to install, use and resell the Products for their intended purpose.
  • 11.2 Each party must keep the other’s confidential commercial and technical information confidential, subject to disclosure required by law or to professional advisers under equivalent duties. This obligation survives for five years after termination; trade secrets remain protected while confidential.
  • 11.3 Each party must comply with applicable data-protection law. Contact, registration and claim data may be used to administer orders, warranties, safety actions and legal obligations in accordance with the Supplier’s privacy notice.


12. Suspension, termination and insolvency

  • 12.1 Either party may terminate a Contract for a material breach not remedied within 30 days after written notice, or immediately where the breach cannot be remedied. The Supplier may terminate for payment more than 10 Business Days overdue after written demand.
  • 12.2 Subject to mandatory insolvency law, a party may terminate if the other enters liquidation, administration, a moratorium, restructuring plan or arrangement with creditors, has a receiver appointed, ceases business or is unable to pay its debts. No termination, suspension or other right may be exercised solely because an insolvency procedure has begun where prohibited by law.
  • 12.3 On termination, all properly due sums become payable; accrued rights are preserved; and clauses intended to survive continue.


13. Force majeure

  • 13.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, except for payment obligations. The affected party must promptly notify the other, use reasonable endeavours to mitigate the effect and resume performance when practicable.
  • 13.2 If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected part of the Contract by written notice. The Customer must pay for Products completed, delivered or irrevocably committed before termination.


14. Compliance and export

  • 14.1 Each party must comply with applicable anti-bribery, sanctions and export-control laws. The Customer must obtain required import licences and must not export, resell or use Products in breach of those laws.


15. Notices

  • 15.1 Contract notices must be in writing and delivered by hand, prepaid next-Business-Day post or email to the address nominated in the Order Acknowledgement. Email is received when transmitted without delivery failure before 5.00 pm on a Business Day, otherwise on the next Business Day. This clause does not apply to service of legal proceedings.


16. General

  • 16.1 No failure or delay is a waiver. If a provision is invalid, it is modified to the minimum extent necessary and the remainder continues. Neither party may represent that it is the other’s agent or partner.
  • 16.2 The Supplier may assign or subcontract the Contract but remains responsible for performance. The Customer may not assign it without written consent, not to be unreasonably withheld for a bona fide transfer of its business.
  • 16.3 Except where the Standard Warranty expressly gives an eligible end user a right to claim, no person other than a party has rights under the Contracts (Rights of Third Parties) Act 1999.
  • 16.4 The Contract is the entire agreement concerning its subject matter, without excluding liability for fraud or fraudulent misrepresentation. English law governs it and the courts of England and Wales have exclusive jurisdiction.



Version 2.4 | Effective 3 September 2026

B & T Associates Limited trading as Lumineux Lighting | Company number 01987654 | Registered office: Davis House, Manby Park, Manby, Louth, Lincolnshire, LN11 8UT.