These Terms and Conditions apply to all quotations, orders and sales made by Nox Obscura Ltd (“the Company”, “we”, “us” or “our”) to the buyer (“the Client”, “you” or “your”).
1.1 A contract between the Company and the Client is formed only when an order is confirmed in writing by the Company.
1.2 All sales are governed exclusively by these Terms and Conditions unless otherwise agreed in writing by a director of the Company.
1.3 Any terms or conditions provided by the Client, including those contained in purchase orders, tender documents or other correspondence, shall not apply unless expressly accepted in writing by the Company.
1.4 Quotations are valid for 30 days unless otherwise stated and do not constitute a binding offer until accepted and confirmed by the Company in writing.
1.5 These Terms and Conditions are intended primarily for business-to-business sales. Nothing in these Terms and Conditions shall exclude or limit any rights or liabilities which cannot lawfully be excluded or limited.
2.1 The Client is responsible for checking all product specifications, quantities, finishes, dimensions, control requirements, electrical requirements, drawings, schedules and order details before confirming an order.
2.2 The Company may assist with product selection, specification support and technical information. However, unless expressly agreed in writing, the Client remains responsible for ensuring that the products are suitable for the intended application, installation environment and project requirements.
2.3 Product data, illustrations, descriptions, performance information and technical documents are provided for guidance only and may be subject to manufacturer tolerances, updates or changes.
2.4 Where products are supplied based on information, drawings, layouts, schedules or instructions provided by the Client or a third party, the Company shall not be responsible for errors, omissions or incompatibilities arising from inaccurate or incomplete information.
3.1 Many products supplied by the Company are made to order, project-specific, customised, imported or sourced internationally.
3.2 The Client acknowledges that such products may not be cancellable, returnable or refundable once the order has been confirmed, production has started, goods have been allocated or the products have been shipped.
3.3 Refunds are not accepted for made-to-order, special, non-standard, customised or imported products unless expressly agreed in writing by the Company.
3.4 Where goods are faulty and the fault is accepted under the applicable manufacturer warranty, the remedy shall be repair, replacement or credit in accordance with these Terms and Conditions.
4.1 A 48-hour cooling-off period applies to confirmed orders unless otherwise stated in writing.
4.2 Any amendment or cancellation request must be submitted in writing within the 48-hour period.
4.3 After the 48-hour period, orders are final and binding unless the Company agrees otherwise in writing.
4.4 The Company reserves the right to recover any costs, charges, production costs, manufacturer cancellation fees, carriage costs, restocking fees or exchange-rate losses incurred as a result of any amendment or cancellation.
4.5 Special, bespoke, customised, non-standard or imported products cannot be cancelled once production, allocation, procurement or shipment has begun.
5.1 Prices are stated exclusive of VAT unless otherwise stated.
5.2 The Client shall be responsible for VAT, duties, taxes, import charges, customs clearance fees, carriage, insurance and any other applicable costs unless expressly stated otherwise in writing.
5.3 Where products are sourced internationally, prices may be affected by exchange rates, freight charges, customs charges or supplier price changes.
5.4 The Company reserves the right to amend pricing where there are material changes in supplier costs, exchange rates, duties, shipping costs or taxes before an order is confirmed.
5.5 Once an order is confirmed, any price adjustment must be agreed in writing unless the adjustment arises from costs outside the Company’s reasonable control and which were not known at the time of quotation.
6.1 All orders are subject to proforma payment unless credit terms have been agreed in writing by the Company.
6.2 Where credit terms are agreed, invoices must be paid in accordance with the agreed payment period.
6.3 The Company may require full or partial payment before releasing goods, placing supplier orders, commencing production or arranging delivery.
6.4 Late payments may incur interest at 5% above the Bank of England base rate, together with any reasonable costs incurred in recovering overdue sums.
6.5 The Client shall not withhold, set off or deduct payment because of any dispute, claim, delay or alleged defect unless agreed in writing by the Company.
6.6 The Company reserves the right to suspend deliveries, withhold goods, pause project support or cancel outstanding orders where payment is overdue.
7.1 Delivery dates are estimates only and are not guaranteed unless expressly confirmed in writing by the Company.
7.2 The Company shall not be liable for project delays or losses caused by manufacturer delays, international shipping delays, customs clearance, import issues, carrier delays, force majeure events or other matters outside the Company’s reasonable control.
7.3 Risk in the goods passes to the Client upon delivery, collection or when the goods are made available for delivery, whichever occurs first.
7.4 If delivery is delayed due to Client-related issues, including site access restrictions, failure to accept delivery, incomplete payment or delayed instructions, the goods may be deemed delivered and invoiced.
7.5 Storage charges may apply where goods cannot be delivered or collected within 14 days of the Company notifying the Client that the goods are available.
7.6 The Client is responsible for ensuring that suitable arrangements are in place to receive, unload, store and protect the goods.
8.1 The Client must inspect all goods immediately upon delivery.
8.2 Any transport damage, shortage, discrepancy or visible defect must be reported to the Company in writing within 48 hours of delivery.
8.3 The Client must retain the original packaging and provide photographs, delivery notes and any other evidence reasonably required by the Company or the manufacturer.
8.4 Failure to report damage, shortages or discrepancies within the required period may affect the Client’s ability to make a claim.
8.5 Goods must not be installed, modified or used where damage, shortage, incorrect supply or potential defect is apparent. Installation or use may be treated as acceptance of the goods.
9.1 Title to the goods shall remain with the Company until all sums due from the Client to the Company have been paid in full.
9.2 Until title passes, the Client shall hold the goods as the Company’s property and shall store them separately, safely and clearly identifiable as belonging to the Company.
9.3 The Company may recover or repossess goods for which title has not passed where payment is overdue or the Client becomes insolvent.
10.1 Unless expressly agreed in writing, the Company is not responsible for installation, commissioning, programming, integration, maintenance or site works.
10.2 Products must be installed, commissioned, operated and maintained by suitably qualified persons and in accordance with the manufacturer’s instructions, published documentation, relevant standards and good industry practice.
10.3 The Company shall not be responsible for faults, failures or performance issues caused by incorrect installation, poor workmanship, unsuitable site conditions, incorrect wiring, inadequate power supply, incompatible control systems, third-party equipment, software, infrastructure or unauthorised modifications.
10.4 Where products are connected to third-party systems, including but not limited to DALI, DMX, Casambi, KNX, building management systems, media servers, control processors, drivers, power supplies, cabling or network infrastructure, compatibility must be checked by the Client and/or the project team before installation.
10.5 The warranty does not apply to faults arising from integration with third-party equipment, software, control systems or infrastructure not supplied, specified or approved by the Company.
11.1 Unless otherwise agreed in writing, all products supplied by the Company are covered by the respective manufacturer’s warranty and are subject to the manufacturer’s published warranty terms, conditions, limitations and exclusions.
11.2 Warranty periods quoted by the Company are based on the manufacturer’s published warranty statements and recommendations applicable at the time of quotation or supply.
11.3 Any warranty period beyond the manufacturer’s standard warranty must be approved by the Company in writing and is subject to review of the project application, installation environment, operating conditions, maintenance requirements and manufacturer approval.
11.4 The warranty is limited to the repair, replacement or credit of the defective product or affected component, at the manufacturer’s and/or the Company’s discretion, and subject to verification of the reported fault.
11.5 The warranty does not cover installation, removal, reinstallation, labour, commissioning, programming, access equipment, scaffolding, towers, MEWPs, cherry pickers, lifting equipment, rope access, traffic management, permits, road closures, travel expenses, accommodation, subsistence, reinstatement works, making good, redecorating, building works or any third-party costs.
11.6 The warranty does not cover indirect or consequential losses, including loss of profit, loss of revenue, loss of business, loss of goodwill, project delay, loss of use or any other associated losses arising from product failure.
11.7 For exterior lighting, media façade, dynamic lighting, LED display systems and specialist control systems, warranty cover is conditional upon the products being correctly specified, installed, commissioned, operated and maintained in accordance with the manufacturer’s requirements, published documentation and applicable industry standards.
11.8 The Company reserves the right to request commissioning records, maintenance records, operating data, photographs, installation details and any other information reasonably required to assess a warranty claim.
11.9 Any warranty claim must be notified within a reasonable period after discovery of the defect and must include sufficient information to allow the Company and/or the manufacturer to investigate and verify the issue.
11.10 Products must not be returned without prior written authorisation from the Company. Where required, goods must be returned using the applicable manufacturer return process or RMA procedure.
11.11 The warranty shall be void where products have been incorrectly installed, modified, repaired by unauthorised persons, used outside their intended application, subjected to abnormal operating conditions, exposed to unsuitable environmental conditions, damaged by accident, misuse, neglect, vandalism, water ingress caused by installation defects, power surges, lightning, force majeure events or operated contrary to the manufacturer’s instructions.
11.12 Extended warranties are only valid where confirmed in writing by the Company and may be subject to additional terms, maintenance requirements, project-specific exclusions and manufacturer approval.
11.13 The Company’s total liability under any warranty claim shall be limited to the repair, replacement or credit of the affected product or component and shall not exceed the original purchase price of that affected product or component, subject always to clause 15.
12.1 Goods may not be returned without the Company’s prior written authorisation.
12.2 Authorised returns must be unused, undamaged, complete, in the original packaging and returned in accordance with the Company’s instructions.
12.3 Handling charges, restocking charges, carriage costs and manufacturer return charges may apply.
12.4 Special, bespoke, customised, made-to-order, non-standard or imported products are not returnable unless faulty and accepted under the applicable warranty process.
12.5 Replacement items may be invoiced pending return, inspection and approval of the allegedly defective product.
13.1 All intellectual property rights in designs, drawings, specifications, layouts, documentation, technical information, product concepts and materials provided by the Company or its partners remain the property of their respective owners.
13.2 The Client shall not reproduce, copy, distribute, disclose or use such materials for any purpose other than the project or order for which they were supplied, unless expressly authorised in writing by the Company.
13.3 The Client shall not reverse engineer, copy or misuse any product information, technical documentation, software, firmware or control logic provided by the Company, manufacturer or supplier.
14.1 The Company complies with applicable data protection laws, including the UK General Data Protection Regulation and the Data Protection Act 2018.
14.2 Personal data collected during the quotation, order and fulfilment process will be used for the purposes of administering the contract, processing orders, arranging delivery, managing customer relationships and complying with legal obligations.
14.3 Personal data will be handled in accordance with the Company’s Privacy Policy.
14.4 The Client may contact the Company to request access to, correction of or deletion of personal data where applicable.
15.1 Nothing in these Terms and Conditions shall exclude or limit liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability which cannot lawfully be excluded or limited under applicable law.
15.2 Subject to clause 15.1, the Company’s total liability arising out of or in connection with any contract, order, product, delay, defect, warranty claim or supply of goods shall not exceed the greater of:
(a) the purchase price of the affected goods; or
(b) £50,000.
15.3 Subject to clause 15.1, the Company shall not be liable for:
(a) loss of profit;
(b) loss of revenue;
(c) loss of business;
(d) loss of anticipated savings;
(e) loss of goodwill;
(f) project delay costs;
(g) additional contractor costs;
(h) access equipment costs;
(i) traffic management costs;
(j) installation, removal or reinstatement costs;
(k) indirect, special, incidental or consequential losses of any kind.
15.4 The Company shall not be liable for losses arising from:
(a) incorrect specification by others;
(b) incorrect installation or commissioning;
(c) incompatible third-party products or systems;
(d) inadequate maintenance;
(e) unsuitable site conditions;
(f) unauthorised modifications;
(g) use contrary to manufacturer recommendations;
(h) any matter outside the Company’s reasonable control.
15.5 The Client acknowledges that:
(a) the products supplied are frequently manufactured to order, project-specific or imported from international suppliers;
(b) manufacturer warranties and liability limitations apply to many products supplied by the Company;
(c) the Client is responsible for obtaining appropriate project, professional indemnity, installation, business interruption or other insurance where required; and
(d) the pricing offered by the Company reflects the allocation of risk set out in these Terms and Conditions.
15.6 The Client accepts that the limitations and exclusions in these Terms and Conditions are reasonable having regard to the nature of the products supplied, the project-specific nature of many orders, the availability of project insurance, and the manufacturer-backed warranty structure applying to the goods.
16.1 The Company shall not be liable for delay or failure to perform any obligation where such delay or failure is caused by circumstances beyond its reasonable control.
16.2 Such circumstances may include, but are not limited to, manufacturer delays, shipping delays, customs delays, import restrictions, strikes, transport disruption, shortage of materials, labour shortages, war, terrorism, pandemic, fire, flood, natural disaster, extreme weather, power failure, government action or changes in law.
16.3 Where a force majeure event occurs, the Company may suspend performance, extend delivery times, cancel affected orders or make alternative arrangements where reasonably practicable.
17.1 The Client is responsible for ensuring that products are used, installed and operated in compliance with applicable laws, regulations, standards and site requirements.
17.2 Where products are exported, re-exported or used outside the United Kingdom, the Client is responsible for obtaining any required licences, approvals, certificates or permissions.
17.3 Where waste electrical and electronic equipment obligations apply, the Client shall comply with all applicable WEEE, recycling and disposal requirements unless otherwise agreed in writing.
18.1 These Terms and Conditions and any contract between the Company and the Client shall be governed by the laws of England and Wales.
18.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
19.1 If any provision of these Terms and Conditions is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue in full force and effect.
19.2 No failure or delay by the Company in enforcing any right shall constitute a waiver of that right.
19.3 Any variation to these Terms and Conditions must be agreed in writing by a director of the Company.
19.4 The Client may not assign or transfer any rights or obligations under the contract without the Company’s prior written consent.
19.5 Headings are for convenience only and shall not affect interpretation.
24 July 2026
