Terms & Conditions
1. Application and entire Agreement
These Terms and Conditions (the "Terms") govern the supply of goods and/or services by LEDSnaps Limited (the "Company", "we", "us") to the Customer ("you"). Unless the Company has agreed in writing to alternative terms, all contracts for the supply of goods and/or services will be on these Terms. Commencement of an order or acceptance of goods confirms that the Customer has read, understood, and agreed to be bound by these Terms.
These Terms, together with the Company's order confirmation, form the entire agreement between the parties and supersede any prior representations, quotations, or discussions. No terms or conditions submitted by the Customer shall form part of any contract unless expressly agreed in writing by the Company.
2. Interpretation
In these Terms the following definitions apply:
- "Business Day" means any day other than a Saturday, Sunday, or bank holiday in England and Wales.
- "Company" means LEDSnaps Limited, Company No. 12568792.
- "Customer" means the person or entity purchasing goods and/or services from the Company.
- "Goods" means the products (including any component parts) set out in the Company's order confirmation.
- "Contract" means these Terms together with the Company's order confirmation. Words in the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.
3. Acceptance of Orders
All quotations are subject to written confirmation by the Company upon receipt of a Customer order. No contract shall be concluded until such confirmation is issued, or the order is otherwise formally accepted by the Company. The Company reserves the right to decline any order at its discretion.
4. Prices
Unless otherwise stated, all prices are exclusive of VAT, applicable taxes, duties, and all costs of packing and carriage. The Company reserves the right to adjust prices between the date of quotation and completion of the contract where costs increase due to factors beyond the Company's control, including but not limited to material costs, labour costs, exchange rate movements, or changes in duties.
If prices are varied after a contract has become binding, the Company shall give written notice and the Customer may cancel the contract within fourteen (14) days of receiving such notice. Cancellation must be in writing. Where goods are delivered in instalments, the Customer may cancel only undelivered instalments.
Prices on proforma invoices are valid for the period
stated thereon. If no period is stated, prices are valid
until the end of the calendar month in which the pro
forma was issued.
5. Delivery & Performance of Services
Delivery and performance dates are estimates only and are not binding on the Company. The Company will endeavour to meet estimated dates but shall not be liable for any loss or damage arising from delay unless such delay exceeds 120 days. No delay shall entitle the Customer to terminate or rescind the contract.
The Company reserves the right to make partial shipments, each of which shall be invoiced and paid for separately. Unless otherwise agreed in writing, delivery terms are EX WORKS (Incoterms 2020) and are subject to carriage charges unless the Company has explicitly offered free carriage on the order confirmation.
Risk in the goods shall pass to the Customer on delivery to the Customer or the Customer's nominated carrier. Title shall not pass until payment has been received in full in accordance with Clause 7.
Any estimated delivery date shall commence on the date of the Company's order confirmation, or, if later, the date on which the Company receives all information necessary to proceed. The Customer agrees to supply all necessary information promptly and to accept delivery within the estimated delivery period.
Where goods are supplied on a loan or demonstration basis, they must be returned at the Customer's expense by the date specified on the loan/demo form, which must be signed and returned before any goods are dispatched.
6. Cancellation by the Customer
No contract shall be cancelled or suspended by the Customer without the Company's prior written consent. The Company may, as a condition of consent, require the Customer to reimburse all losses and costs incurred as a result of cancellation.
Where goods have been manufactured or customised to the Customer's specific requirements (including any deviation from the Company's standard product range), the order cannot be cancelled under any circumstances once production has commenced.
7. Payment
(i) Where credit terms have been agreed, payment is due in accordance with those agreed terms from the date of delivery. All payments must be made in British Pounds unless otherwise agreed in writing.
(ii) If the Customer fails to pay by the due date, the Company may suspend further deliveries or cancel the contract and any other contracts with the Customer in respect of undelivered goods or unperformed services. All outstanding sums owed by the Customer shall become immediately due and payable.
(iii) The Company reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, calculated from the due date until receipt of full payment, as provided under the Late Payment of Commercial Debts (Interest) Act 1998.
(iv) Both parties must pay all amounts due in full without any deduction, set-off, or counterclaim, except as required by law.
(v) Title to goods shall not pass to the Customer until all sums owed to the Company (on any account) have been paid in full. Until such time, the Customer shall hold the goods on trust for the Company, store them separately and in satisfactory condition, keep them insured for their full value, and not remove or alter any identifying marks. The Company may recover goods from any premises at any time where payment is overdue. Where goods have been resold by the Customer before title has passed, the proceeds of resale shall be held on trust for the Company to the extent of the outstanding balance.
8. Inspection & Acceptance of Goods
The Customer must inspect all goods promptly upon delivery. Any defect, damage, or shortage must be reported to the Company in writing within five (5) Business Days of delivery. Acceptance of goods shall be deemed to have occurred upon inspection, or within fourteen (14) days of delivery, whichever is the earlier.
Where goods are delivered by or on behalf of the Company, transit damage or loss must also be notified to the Company and the carrier within 3 Business Days of arrival (or within 7 Business Days of dispatch in the case of non-delivery). All original packaging must be retained as evidence.
The Company shall not be liable under this Clause where the Customer fails to provide timely notice, makes further use of goods following notification of a defect, or where the defect arises from misuse, neglect, improper installation, or any act or omission of the Customer.
9. Product Warranty
(i) The Company warrants its goods against defects in materials and workmanship under normal usage for a period of two (2) years from the date of sale to the end customer. Proof of purchase is required for all warranty claims.
(ii) The warranty does not cover: damage caused by excessive voltage, improper installation, misuse, neglect, or unauthorised modification; damage from improper storage or environmental conditions outside the product's specification; normal wear and tear; or any product where the Company's trademark or serial number has been removed, defaced, or altered.
(iii) To make a warranty claim, the Customer must submit a Return Merchandise Authorisation (RMA) request via the Company's website, with proof of purchase and details of the defect. Defective goods must be returned in original packaging, clearly labelled with the RMA number, at the Customer's expense within 30 days of receipt of replacement goods. The Company will cover standard freight costs for returning repaired or replacement goods to the Customer.
(iv) Where the Company replaces a defective part or product, the replacement carries only the unexpired portion of the original warranty. Replacement products may be refurbished equivalents of the same type. Replacement does not extend or reset the warranty period.
(v) The Company reserves the right to direct the Customer to an authorised Service Centre or Distributor where this is more convenient for the Customer.
10. Returns (RMA)
No goods may be returned without the Company's prior written consent via the RMA process. RMA requests must be submitted through the Service & Aftersales section of the Customer Account on the Company's website. Returned goods must be accompanied by a copy of the RMA form stating the reason for return, and must be safely packaged and clearly labelled with the RMA number.
Replacement or spare goods will be invoiced to the Customer and credited upon receipt of the faulty goods. If goods are returned without prior authorisation or for an invalid reason, the Company reserves the right to charge a reasonable restocking or handling fee.
11. Limitation of Liability
(i) The Company's total liability to the Customer under or in connection with any contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total price paid by the Customer for the relevant goods under that contract.
(ii) The Company shall not be liable (whether caused by employees, agents, or otherwise) for: (a) any indirect, special, or consequential loss or damage; (b) loss of profit, anticipated profit, revenue, business, data, reputation, or goodwill; (c) business interruption or third-party claims; (d) any failure to perform obligations due to causes beyond the Company's reasonable control; or (e) any loss arising from the Customer's selection or use of the goods.
(iii) All implied conditions, warranties, and representations not expressly set out in these Terms are excluded to the fullest extent permitted by law.
(iv) Nothing in these Terms excludes or limits the Company's liability for: death or personal injury caused by the Company's negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded or limited by law, including the implied condition as to title under the Sale of Goods Act 1979.
(v) Where the Customer deals as a consumer, nothing in these Terms affects the Customer's statutory rights.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, flood, fire, explosion, earthquake, epidemic or pandemic, war, terrorism, civil unrest, industrial action, shortage of raw materials or components, energy supply disruption, or any government or regulatory action. The affected party shall notify the other as soon as reasonably practicable. If the force majeure event continues for more than 90 days, either party may terminate the affected contract on written notice without liability.
13. Intellectual Property & Design
(i) All intellectual property rights in the Company's goods, designs, specifications, and documentation (including patents, trademarks, design rights, and copyright) are and shall remain the property of the Company. No licence or right to use any such intellectual property is granted except as necessary for the Customer's ordinary use of the goods.
(ii) Specifications and technical information provided with quotations or order confirmations are the Company's copyright and must not be disclosed or reproduced without prior written consent. The Company reserves the right to modify product designs without notice, provided performance is not materially adversely affected.
(iii) Where goods are manufactured to a Customer's design or specification, the Customer warrants that such design does not infringe any third-party intellectual property rights and shall indemnify the Company against all claims, losses, and expenses arising from any such infringement
14. Customer Indemnity
The Customer shall indemnify and hold harmless the Company against all claims, damages, losses, costs, and expenses (including legal fees) arising from or in connection with: (a) the Customer's use, resale, or handling of the goods; (b) any breach of these Terms by the Customer; or (c) any act or omission of the Customer, its employees, agents, or contractors, except to the extent that such claims result directly from the Company's own proven negligence.
15. Data Protection
(The Company will handle any personal data provided by the Customer in accordance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. Personal data will be used only to fulfil contractual obligations, will not be shared with third parties except where necessary to perform the contract or as required by law, and will not be retained for longer than necessary.
Where the Company processes personal data on behalf of the Customer in providing goods or services, the Customer shall be the data controller and the Company shall act as the data processor. The Company shall implement appropriate technical and organisational measures to protect such data. For any data protection queries, contact info@ledsnaps.com.
16. Dispute Resolution
(i) In the event of any dispute arising out of or in connection with these Terms or any contract, the parties shall first attempt to resolve the matter by good-faith negotiation between senior representatives within fourteen (14) days of written notice of the dispute.
(ii) If the dispute cannot be resolved by negotiation within that period, the parties agree to attempt resolution through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before commencing litigation.
(iii) Nothing in this Clause prevents either party from seeking urgent injunctive or other interim relief from the courts.
17. Governing Law & Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, with venue in the court for the region in which the Company is located.
18. Termination
The Company may terminate any contract immediately on written notice if the Customer: commits a material breach of these Terms that is not remedied within fourteen (14) days of written notice; has a bankruptcy order made against it; enters into voluntary or compulsory liquidation, administration, or any other insolvency proceedings; or makes any arrangement or composition with its creditors.
Termination shall not affect any accrued rights or liabilities of either party.
19. General Provisions
Severance: If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision shall be deemed severed and the remaining Terms shall continue in full force and effect.
No Waiver: No failure or delay by the Company in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall it prevent the Company from enforcing that right or remedy on a future occasion.
Assignment: The Customer may not assign, transfer, or subcontract any rights or obligations under these Terms without the Company's prior written consent. The Company may assign or transfer its rights and obligations at any time.
Notices: All formal notices under these Terms must be in writing and addressed to the relevant party's registered address or email. Notices shall be deemed received: immediately on delivery by hand; on the next Business Day if sent by email with confirmed receipt; or on the fifth Business Day following posting by first class mail.
Entire Agreement:
These Terms, together with the order confirmation, constitute the entire agreement between the parties and supersede all prior representations and agreements relating to the same subject matter.
20. Contact Us
For any questions regarding these Terms, please contact us at:
LEDSnaps Limited
- Email: info@ledsnaps.com
- Phone: +44 (0)1233 423360
Lumos Lighting Group Limited
- Email: info@llguk.com
- Phone: +44 (0)1233 502380