Terms of Sale

  1. Definitions

(a)  Prolojik, means Prolojik Limited, registered in England with company registration number 4418477.

(b)  Customer, means a person, firm or company to whom Prolojik supplies Services and/or 6. Products (as hereinafter defined) and shall include the Customer’s legal representatives, successors and assigns.

(c)  Contract shall mean any agreement between Prolojik and the Customer for the supply of Products and/or Services.

(d)  Order shall mean any request for supply of Products and/or Services from a Customer in response to a Quotation from Prolojik.

(e)  Products means goods to be supplied by Prolojik to a Customer and may include, but shall not be limited to lighting controls, electrical / electronic products, computer hardware, computer software, consumables and documentation. All goods shall be compliant to the standards set out in Prolojik’s technical submittal only and no other specification whatsoever shall be applicable.

(f)  Price, shall mean the sum so named in any quotation provided by Prolojik and is exclusive of VAT and other taxes and delivery costs which are payable in addition, at the rate applicable at the date of invoice.

(g)  Premises shall mean the place or places other than Prolojik premises to which the Products and/or at which the Services are to be delivered.

(h)  Quotation shall mean a schedule, valid for 30 days from date of issue, issued by Prolojik containing pricing and other information in relation to Products and/or Services which Prolojik has proposed in response to an enquiry from a Customer

(i)  Services, means Services to be provided by Prolojik to a Customer and may include, but shall not be limited to, off-site commissioning, set-up, testing and maintenance of Systems.

(j)  System shall mean the combination of Products and Services which when combined provide control of the lighting on the Premises.

  1. Contract

(a)  Any Order submitted by the Customer shall be a purchase order and shall specify a purchase order number. Prolojik will not accept sub-contract orders of any description under any circumstances. Any Order submitted to Prolojik shall constitute an offer. Acceptance of that offer shall be at the sole discretion of Prolojik and any such acceptance shall form the basis of the Contract between the Customer and Prolojik.

(b)  The Contract between Prolojik and the Customer shall incorporate and be subject to these terms and conditions. Any other terms or conditions, whether explicit or implicit, whether contained in the Customer’s order or any prior communication or correspondence between the Customer and Prolojik, shall be void and of no effect, save as indicated in clause 2(d) herein.

(c)  These terms and conditions shall be the only basis for the Contract. Any representation or warranty whether written or oral made or given prior to the acceptance of the order is hereby expressly excluded unless specifically agreed in writing in accordance with Clause 2(d) herein.

(d)  Any amendment to these general terms and conditions shall not apply unless it is specifically agreed in writing by Prolojik.

  1. Liability

(a)  Subject to the specific warranty provisions herein contained Prolojik’s liability for any
claims for incidental injury loss or damage made by the Customer arising out of or in connection with any defects in the equipment, or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the Contract or a fundamental term thereof) of Prolojik, its workforce or agents in the performance of the
order shall be limited to the invoiced value of the order in any one calendar year.

(b)  Prolojik shall not in any event be liable for any consequential loss or damage howsoever caused.

(c) The customer shall indemnify and keep indemnified Prolojik from and against any and all reasonable proceedings, claims, damages, losses, costs (including legal costs and expenses) and liabilities up to the invoice value of the total annual fee, paid or payable under the contract, which Prolojik may incur or sustain as a direct result of any information, representation, reports, data or material supplied or prepared by the Customer.

  1. Confidentiality

(a)  Prolojik and the Customer shall keep confidential any information obtained under the Contract and shall not divulge the same to any third party without the consent in writing of the other party.

(b)  The property and copyright in all documents, drawings, plans, illustrations, photographs and other printed matter submitted by Prolojik to the Customer shall remain with Prolojik, and none of these items shall be disclosed to a third party without Prolojik’s written consent.

  1. Pricing, Payment and Discount

(a)  All pricing provided by Prolojik shall be subject to VAT or other applicable taxes which shall be levied at the prevailing rate in force at the time that payment is due.

(b)  Prolojik will invoice the Customer for all Products and Services upon shipment of the Products or delivery of the Services.

(c)  All invoices are due for payment within 30 days of the end of the month in which the invoice is issued, unless otherwise agreed in writing. Interest shall be charged from the invoice date on overdue invoices without further notice at the rate of 5% over the base rate of HSBC Bank PLC.

(d)  Where a discount off Prolojik’s quoted prices is offered, such discount shall be given as a credit shown on the final invoice, subject to all prior invoices having been settled to terms

(e) Prolojik reserves the right to charge additional fees for work outside the scope of the activity delineated in the agreed quotation. This will be agreed in advance and will be based on Prolojik’s charge out rates as amended from time to time.

  1. Title and Risk

(a) Risk in the Products and Services shall pass to the Customer on delivery to the Premises.

(b) Property in and title to the Products and Services shall not pass to the Customer and shall remain with Prolojik until Prolojik has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by Prolojik to the Customer under any contract whatsoever. If nevertheless the Customer sells the Products or sells items into which the Products and/or Services have been incorporated before the Products and/or Services have been paid for in full, he shall hold the proceeds of any such sale in trust for Prolojik and the Customer shall account for the proceeds of such sale to Prolojik and shall not distribute such proceeds in any way until Prolojik has been paid in full for the Products and/or Services.

(c) In the event of default in payment by the Customer or the Customer entering into liquidation or being made bankrupt or having a winding up order made against it or having a receiver appointed. Prolojik shall without prejudice to any other remedies it may have under the order:

i . terminate the order forthwith by notice in writing to the Customer, liquidator or other proper person as appropriate; or

  1. enter the premises and recover any or all Products in respect of which full payment of the order price has not been made and the Customer, liquidator or other proper person shall afford Prolojik free access thereto and all such facilities as may be necessary to enable Prolojik so to do.

7. Deliveries

(a) Prolojik will use its best endeavours to comply with any date or dates agreed for delivery of equipment and the provision of Services provided such dates have been agreed in writing by both parties but such dates shall only be statements of expectation and shall not be binding on Prolojik and accordingly time of delivery shall not be of the essence of the Contract.

(b) Delay in delivery of the Equipment or Services shall not entitle the Customer to rescindor repudiate the Contract or to claim any damages or compensation, but if such delay arises as a result of any circumstances as envisaged under clause 16 hereof and lasts for a period of more than 6 months either party may by written notice to the other terminate the Contract provided that the Customer shall pay Prolojik for all Products and Services supplied.

(c) The Customer shall not be entitled to delay delivery of Products or Services under any circumstances and if the Contract does not specify any date for delivery the Customer shall accept delivery when the Equipment is available for delivery. Prolojik will nonetheless use its reasonable endeavours to accommodate requests from the Customer to delay delivery of Products or Services. In such circumstances, Prolojik reserves the right to make a charge for holding the Products and/or Services until the Customer takes delivery. Where the delay exceeds 4 weeks, Prolojik reserves the right to hold the stock under bond and invoice the Customer.

(d) Deliveries shall be by next day courier service unless otherwise agreed in writing by both parties. Any other form of delivery shall be chargeable at the discretion of Prolojik in particular, Prolojik reserves the right to make additional charges where a timed delivery is requested. Prolojik will make reasonable endeavours to accommodate such requests but in the event of any delay, the terms of clause 7(b) shall take precedence over any other arrangements in respect of the delivery.

(e) Where Products are cancelled subsequent to the placing of the Order, Prolojik reserves the right to levy a cancellation charge.

  1. Installation

(a) Installation of all equipment shall be the responsibility of the Customer. Prolojik will not be responsible for installation of any equipment under any circumstances.

(b) The Customer is required to install all equipment in accordance with Prolojik’s instructions, including but not limited to the instructions contained in the Prolojik Project Start Manual.

  1. Off-site Commissioning

(a)  It is the responsibility of the customer to provide Prolojik with suitable as installed drawings to enable off site commissioning and preparation of Prolojik CAD Drawings (where applicable) to take place

(b)  Where Prolojik have agreed to provide CAD drawings identifying their scope of works as part of their deliverables it is necessary for the customer to issue Prolojik with accurate 2D DWG construction drawings and associated information. The as installed DWG drawings and information provided by the customer must include the following:

  1. Xref (if not bound)
  2. 2 dimensional layouts (3D drawings cannot be accepted)
  3. Luminaire schedule (including details such as: control gear type, required control protocol, power consumption, driver quantity, etc.)

d . Lighting layout layers containing: Devices, wires/circuits, luminaires, sensors, scene plates, switches, distribution board locations, electrical circuits reference.

  1. Luminaire type reference as part of the drawing

(c)  It is the responsibility of the customer to provide such drawings when requested by Prolojik to allow for sufficient time for the off-site commissioning and preparation of CAD drawings to take place. Prolojik shall not be responsible for any delays caused by the failure of the customer to provide such drawings in good time.

(d)  It is the responsibility of the Customer to ensure that such drawings are accurate in all respects. Prolojik reserves the right to make additional charges in the event that such drawings are inaccurate.

  1. Provision of Set-up and Testing and Maintenance

(a)  When the Equipment has been delivered to and installed by the Customer in accordance with Prolojik’s installation guidance, the Customer will be required to sign Prolojik’s standard Installation Complete Certificate. Prolojik staff will not attend site until this certificate has been signed and submitted to Prolojik.

(b)  Twenty (20) working days’ notice is required when site attendance is requested by the Customer, always provided that the Customer has provided drawings as stipulated in Clause 9 to enable off-site commissioning to take place and that the Prolojik Installation Complete Certificate has been signed and submitted in accordance with Clause 10 (a) above.

(c)  It shall be the responsibility of the Customer to ensure access to the site to enable the set-up and testing of the System to take place. Failure of such may result in the deduction of abortive attendance time from the time allocation and delay to resolution of any issue.

(d)  Site access is defined as physical attendance and permits, availability of Customer’s required support staff, availability of power, availability of all necessary IT connectivity, passwords and security clearances.

(e)  Provision of all site access equipment, including step ladders, access towers, removal and replacement of access panels to LCMs is the responsibility of the Customer.

(f)  Whilst every care will be taken to avoid disturbance to finishes or movement of fixtures and fittings, accidental damage or relocation cannot be guaranteed and as such is out- with our liability.

(g)  Set-up, testing and on-site support is carried out during normal hours Monday-Friday 08.30-17.00 (including travel) unless otherwise stated. Attendance outside of these times will be at an additional cost.

(h)  The Customer acknowledges that Prolojik has allowed for sufficient time to set-up and test the System on the explicit understanding that the Products have been installed correctly. Should Prolojik staff be required to spend any time on fault finding in relation to the installation of the Products, the Customer acknowledges that he will be required to order additional Services from Prolojik. Prolojik will provide a quotation in respect of any such additional Services required.

  1. Witnessing and Hand-over

(a)  When Prolojik has completed the set-up and testing of the System, the Customer will be required to witness the operation of the System and to sign Prolojik’s standard witnessing certificate to confirm his satisfaction with the System within one (1) week of receiving notification from Prolojik that the set-up and test has been completed.

(b)  In the event that the Customer fails to be present for witnessing within the time stipulated in clause 11 (a) hereof, Prolojik shall be entitled to consider that the Customer is fully satisfied with the System. Prolojik shall send the witnessing certificate to the Customer and the delivery of the certificate shall constitute the full completion of the Contract.

(c)  Where any Prolojik invoices remain overdue and unpaid, Prolojik shall be entitled to withhold completion documentation until full payment of all outstanding invoices has been made.

  1. Warranty

(a)  The warranty period shall be:

  1. in respect of Products supplied by Prolojik 12 months from date of delivery to the Premises
  2. in respect of Services supplied by Prolojik 12 months from the date of signature of the witnessing certificate as stipulated in clause 11 (a) hereof or the date of deemed acceptance as stipulated in clause 11 (b) hereof.

(b)  During the warranty period Prolojik will use its reasonable endeavours to repair or replace (at Prolojik’s discretion) any defective components with no charge to the Customer. For the avoidance of doubt, Prolojik shall not be responsible for the installation of any repaired or replaced equipment and the Customer agrees that all such costs shall be for their account. Prolojik shall not be responsible for any costs associated with attendances by any other party.

(c)  The warranty shall be inoperative in the event:

  1. that a suitable operating environment has not been provided;
  2. of accidental damage or neglect;

iii. that operating and maintenance procedures as laid down by Prolojik have not been followed;

  1. that the System has been used for purposes other than those for which it was originally supplied without Prolojik’s prior written approval;
  2. of any alterations or additions to the System or relocation of any part of the System without Prolojik’s prior written approval;
  3. any invoice issued by Prolojik is overdue and unpaid.

(d)  The warranty shall not apply to the replacement of any consumables including but not limited to printer paper, disks, bulbs, and filters.

  1. Customer Obligations

(a) It shall be the sole responsibility of the Customer to provide and maintain at all times adequate environmental and operational conditions for the System and associated components, at the same time ensuring that the recommended maintenance of the System is carried out at the recommended intervals. Any additional costs incurred by Prolojik due to failure of the Customer to provide an adequate environment within the Premises or to provide Prolojik all facilities reasonably required by it to perform its obligations under the Contract, shall be borne by the Customer.

(b) Unless stated otherwise, the Customer gives permission that Prolojik may publicise the fact of its appointment by the Customer on its website, in its marketing materials and in a statement to the trade and other media. Prolojik may not provide detailed information in public about goods or services supplied without prior agreement with the Customer.

  1. Termination

(a) Either party shall have the right to terminate the Contract if the other party is in material breach of the Contract and does not rectify this breach within 30 days of receipt of notification thereof in writing.

(b) Either party shall also have the right to terminate the Contract if the other party becomes insolvent, makes any arrangement with its creditors, or has an administrator or similar officer is appointed over any of its assets, or ceases (or threatens to cease) carrying on business.

(c) Upon termination, the Customer shall be required to make payment in full for all unpaid invoices issued by Prolojik.

(d) Such termination shall in all cases be without prejudice to the existing rights and obligations of both parties.

  1. Employment Restriction
  2. a)  During the Term and for six months after termination of this Agreement, neither party shall, without written consent of the other, offer employment to any person employed by the other or who has been employed by the other in the preceding six months and has been involved with the goods and services provided under this Agreement.
  3. b)  If Prolojik consents to a member of staff joining the Customer, the Customer shall pay to Prolojik a fee equivalent to 20 percent of the gross salary of the member of staff. If the Customer consents to a member of staff joining Prolojik then Prolojik shall pay the Customer a fee equivalent to 20 percent of the gross salary of the member of staff.
  4. Assignment

The Customer shall not be entitled to assign the Contract or any part thereof without the written consent of Prolojik.

  1. Force Majeure

Neither party shall be liable for the failure to perform its obligations under the contract if such failure results from circumstances beyond the party’s reasonable control including but not limited to trade disputes breakdown of plant delay by suppliers, fire, theft, riot, war, prohibition of export or import or Act of God.

  1. Notice

Any notice to be given hereunder shall be in writing and shall be delivered or sent by post or by facsimile to the relevant party at its registered or principle office (or such other address as shall have been notified to the other party) and shall be deemed to have been given in the case of a notice which has been delivered by hand when it is deposited at the appropriate address. In the case of a notice sent by post 48 hours after the date on which a first class registered letter including such notice is posted and in the case of a notice sent by facsimile when it is deposited and the appropriate activity report confirms receipt.

  1. Severability

If any provision hereof shall be held by a court of competent jurisdiction to be invalid or avoidable such provision shall be struck out and the remainder hereof shall stand in full force and effect.

  1. Governing Law

These terms and conditions and each and every Contract made pursuant thereto shall be construed and interpreted in accordance with the laws of England.