Conditions of Sale

All contracts entered into by EOS with Buyers for the supply of Goods are subject to these Conditions, which apply to the exclusion of all other terms and conditions that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Any discussions between the Buyer and EOS prior to the Order being placed do not form part of the Contract.

The Quotation does not constitute an offer. A Quotation shall be valid for 90 days from its date of issue and is subject to withdrawal at any time before EOS issues a Confirmation of Order.

The Contract comes into existence when EOS issues a Confirmation of Order to the Buyer. EOS will assign an order number to the Order, which the Buyer should quote in all subsequent correspondence.

Any samples, drawings, images, descriptive matter or advertising produced by EOS are for illustrative purposes only and shall not form part of the Contract or have any contractual force. Whilst EOS makes every effort to display colours accurately, EOS cannot guarantee that printed or digital images accurately reflect the colour of the Goods.

These Conditions and the documents referred to in them constitute the entire agreement between EOS and the Buyer and supersede any previous agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made by or on behalf of EOS which is not set out in the Contract.

EOS may revise these Conditions from time to time to reflect changes in relevant laws, regulatory requirements or the Goods supplied.

EOS's policy is one of continuous improvement. EOS reserves the right, without notice (save where working to the Buyer's specification, in which case EOS will consult with the Buyer), to make changes in dimensions, materials and design that EOS deems reasonable or desirable, provided such changes do not materially and adversely affect the nature of the Goods. EOS reserves the right to amend the specification of Goods if required by any applicable statutory or regulatory requirement.

Notwithstanding any specifications agreed, Goods are manufactured to the descriptions, weights and dimensions set out in the Quotation and General Assembly Drawings (where provided). It is the sole responsibility of the Buyer to ensure their structure is capable of withstanding all dead and live loads that may be imposed by the Goods, and that any deflections in the supporting structure are within the tolerances permitted for the Goods supplied.

All sizes are quoted in metric measurements. Imperial sizes will be translated to the nearest metric equivalent.

Flat glass rooflights will be designed and manufactured on the understanding that dimensions provided by the Buyer represent the overall external upstand sizes, including roof weathering.

EOS uses recognised visual quality standards for glass and powder coat finishes. Details are available on request.

Goods are supplied on the basis that they are not required for any special purpose other than the usual purpose for which such Goods are supplied, and the Buyer shall be deemed to have full knowledge of the nature, properties and any hazards of the Goods.

It is the responsibility of the Buyer to ensure that the Goods are appropriate for their application and that their use complies with all current local and national legislation, building regulations, standards, codes of practice and any other applicable requirement.

The Buyer shall:

• ensure that upstands are constructed within the permissible tolerances for overall length, width, height and level as defined in EOS's literature, available on request;
• provide the external weathered dimensions of the upstand or other applicable dimensions to EOS. Where a site measure by EOS staff is agreed, dimensions taken will only be accepted once approved in writing by the Buyer as correct for manufacture to commence;
• carefully check all details on the Quotation before confirming the Order, including critical dimensions, colour, glass type, loadings and quantity;
• co-operate with EOS in all matters relating to the Order;
• provide EOS, its employees, agents and subcontractors with such information and materials as EOS may reasonably require, and ensure that such information is accurate in all material respects;
• ensure that all necessary licences, permissions and consents required in connection with the Goods and their installation are obtained and maintained;
• keep and maintain all materials, equipment, documents and property belonging to EOS in safe custody, in good condition, and not dispose of or use such items other than in accordance with EOS's written instructions.

If EOS's performance of any obligations is prevented or delayed by any act or omission of the Buyer or failure by the Buyer to perform any relevant obligation ('Buyer Default'), EOS shall be entitled to suspend performance until the Buyer remedies the Buyer Default. EOS shall not be liable for any costs or losses arising from a Buyer Default, and the Buyer shall reimburse EOS on written demand for any costs or losses EOS incurs as a result.

All Goods supplied by EOS are manufactured to bespoke specifications. Where EOS is to manufacture and supply Goods in accordance with the Buyer's specifications, it is the sole responsibility of the Buyer to provide EOS with sufficient, complete and accurate information and drawings as required to enable EOS to perform the Contract.

For bespoke orders EOS will provide General Assembly Drawings for approval by the Buyer prior to manufacture commencing. The General Assembly Drawings must be approved by the Buyer in writing before manufacture begins. No changes can be made once the General Assembly Drawings have been approved.

If upon receipt of General Assembly Drawings the Buyer requests changes, EOS will assess the design time required. EOS's pricing includes one set of minor changes (those requiring 10 hours or less of design time). Where changes are anticipated to require more than 10 hours of design time, EOS will notify the Buyer of the estimated additional charges. The Buyer must notify EOS within seven days if they do not wish to proceed, in which case the Buyer may cancel and shall be liable for all costs incurred by EOS to the date of cancellation. For business customers, if no notice is received within seven days, the General Assembly Drawings will be deemed approved and additional charges accepted. Where the Buyer is a consumer, EOS will obtain the Buyer's written approval before proceeding.

EOS shall not be liable for any defect in the Goods arising from following the Buyer's specifications, or from the Buyer's failure to provide complete and accurate information.

If EOS designs the Goods for the Buyer, EOS will retain all copyright, design rights and other intellectual property rights in the Goods and any related drawings or illustrations.

The Buyer shall indemnify EOS against all liabilities, costs, expenses, damages and losses (including direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and professional costs) suffered or incurred by EOS in connection with any claim for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with EOS's use of a specification supplied by the Buyer. This clause shall survive termination of the Contract.

This clause 6 does not affect the Buyer's legal rights as a consumer in relation to bespoke Goods that are faulty or not as described. Advice about consumer legal rights is available from a local Citizens Advice Bureau or Trading Standards office.

All Goods supplied by EOS are bespoke manufactured to order. Once a Confirmation of Order has been issued, orders cannot be cancelled.

In exceptional circumstances, EOS may at its sole discretion consider a cancellation request before glass has been ordered. Any such cancellation will only be agreed on condition that the Buyer pays forthwith all costs and expenses incurred by EOS up to the date of cancellation, all loss of profit and any other loss or damage resulting to EOS. EOS reserves the right to charge an administration fee in addition to such costs.

Consumers have statutory cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. However, as all EOS Goods are made to the Buyer's individual requirements, the right to cancel does not apply once manufacture has commenced. This does not affect the Buyer's legal rights in relation to Goods that are faulty or not as described.

Once EOS has begun to provide Services, EOS may cancel the Contract for those Services at any time by providing the Buyer with at least 30 calendar days' written notice. If the Buyer has made any advance payment for Services not yet provided, EOS will refund those amounts.

EOS may cancel an Order at any time with immediate effect by written notice if:

• the Buyer fails to make payment when due; or
• the Buyer breaches the Contract in any material way and fails to remedy that breach within 14 days of EOS requesting them to do so in writing.

The price of the Goods is as stated in EOS's Quotation and Confirmation of Order. Unless otherwise stated, Value Added Tax and other applicable duties, charges or expenses are payable in addition.

Unless otherwise agreed in writing, full payment is required prior to dispatch of the Goods. For Buyers with an approved credit account, the time for cleared payment is 30 days from the date of invoice unless otherwise agreed in writing.

All payments shall be made in pounds sterling and shall not be considered paid until funds have cleared.

All payments shall be made without any set-off, counterclaim, deduction or withholding unless required by law. EOS does not accept liquidated or ascertained damages or any form of retention.

Any complaint relating to an invoice must be notified to EOS in writing within seven working days of the invoice date.

If the Buyer fails to make any payment by the due date, EOS may charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until the date of actual payment, whether before or after judgment.

Time for payment shall be of the essence of the Contract.

EOS reserves the right to adjust prices to reflect increases or decreases of 10% or more in the cost of raw materials, energy or delivery. Where any price change exceeds 5% of the Order value, EOS will give the Buyer reasonable notice.

EOS will contact the Buyer to confirm when Goods are ready for dispatch and to arrange a delivery or collection date, which will ordinarily be within five days of manufacture completion.

Delivery is completed when EOS delivers the Goods to the address given by the Buyer, or when a carrier organised by the Buyer collects them from EOS. The Goods will be the Buyer's responsibility from that point.

Delivery is to kerbside only. It is the Buyer's sole responsibility to make all necessary arrangements and pay all costs for the Goods to be removed from the delivery vehicle, including where appropriate the hiring of mechanical lifting equipment. EOS strongly recommends the use of mechanical lifting equipment to offload and position the Goods.

Any dates quoted for delivery are estimates only. EOS will use reasonable endeavours to meet agreed delivery dates but shall not be liable for any delay in delivery caused by a Force Majeure Event, the Buyer's failure to provide adequate delivery instructions, or any other circumstances beyond EOS's reasonable control.

If no one is available at the delivery address to take delivery, EOS will leave a note advising that the Goods have been returned to our depot. The Buyer should contact EOS to rearrange redelivery. A redelivery charge will apply.

If, due to the Buyer, the Goods cannot be delivered or collected within seven days of the confirmed dispatch date, EOS may store the Goods at its premises or with an external storage provider. All storage, handling and insurance costs from that point will be charged to and payable by the Buyer.

Where it is agreed that the Buyer will collect the Goods from EOS's premises, risk in the Goods passes to the Buyer upon collection. Unless otherwise agreed, EOS will load the Buyer's vehicle, but loading is entirely at the Buyer's risk. The Buyer is responsible for using an appropriate vehicle.

If EOS fails to deliver the Goods (but not for any delay in delivering), its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest available market, less the price of the Goods. EOS shall have no liability for failure to deliver where caused by a Force Majeure Event or the Buyer's failure to provide adequate delivery instructions.

If EOS misses an agreed delivery deadline, the Buyer may cancel the Order straight away if EOS has refused to deliver, or if the Buyer advised EOS prior to the Order that delivery by the deadline was essential. Otherwise, the Buyer may set a new reasonable deadline and cancel if EOS does not meet it. After cancellation EOS will refund any sums paid for the cancelled Goods and their delivery.

On delivery, the Buyer is responsible for examining the Goods before signing for them. Subject to clause 10.2, the Buyer shall not be entitled to reject or return the Goods or make any claim in respect of them if the Buyer has previously signed for them as accepted.

EOS shall not be liable for any loss or damage to the Goods during transit unless the Goods are signed for as damaged and all claims are submitted in writing to the carrier and to EOS within the next working day following delivery. All claims for non-delivery of any part of an Order must be submitted in writing to the carrier and to EOS within 24 hours of the expected delivery date. In the absence of notification within these periods, the Goods shall be deemed to have been delivered in accordance with the Order.

Risk in the Goods passes to the Buyer on delivery in accordance with clause 9.2.

Legal title to the Goods shall not pass to the Buyer until EOS has received cleared payment in full for all Goods which are the subject of the Contract and all other sums due to EOS from the Buyer under any other contract or account.

Until title passes to the Buyer, the Buyer shall store the Goods separately and keep them identifiable as EOS's property, maintain them in satisfactory condition and keep them insured at full replacement value.

EOS may at any time before title passes require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter the Buyer's premises to recover them.

EOS does not carry out installation of the Goods. Where installation is required, this will be carried out by Natural Light Installations Ltd, which operates as an independent third party. Any installation contract is entered into directly between the Buyer and Natural Light Installations Ltd and will be invoiced separately by Natural Light Installations Ltd. EOS shall have no liability whatsoever for any work carried out, or any failure to carry out work, by Natural Light Installations Ltd.

The Buyer is responsible for ensuring that adequate Health, Safety and Wellbeing arrangements are in place for all persons involved in installation whilst on the Buyer's premises. The provision of safety lines, edge protection and any other required health and safety equipment is the responsibility of the Buyer.

Where installation requires mechanical lifting equipment, it is the Buyer's sole responsibility to hire such equipment and ensure it is available on the day of installation. If a return visit is required at a later date to complete installation due to the Buyer's failure to have adequate equipment available, additional charges will apply.

The Buyer must ensure that upstands are fully formed, weathered and ready prior to the agreed installation date. If the site is not ready on the agreed date and installation cannot proceed as a result, the Buyer will be liable for any wasted costs and aborted visit charges incurred.

The Buyer must give at least five working days written notice if they wish to cancel or reschedule a confirmed installation date. Failure to do so will result in the Buyer being charged for all costs, travel and time incurred by Natural Light Installations Ltd in connection with that visit.

Subject to the conditions set out below, EOS warrants that on delivery:

• frames will be free from material defects in design, material and workmanship for a period of 10 years from the date of delivery;
• glass units will be free from material defects in design, material and workmanship for a period of 10 years from the date of delivery;
• electrical components will be free from material defects for a period of 5 years from the date of delivery, or in accordance with the relevant component manufacturer's warranty if longer.

The Buyer must inspect the Goods as soon as possible after delivery and take care to protect them from deterioration whilst awaiting use.

EOS shall have no liability under this warranty where:

• the Buyer fails to notify EOS in writing of any defect immediately upon discovery, and in any event within the warranty period;
• the defect arises from fair wear and tear;
• the defect arises from wilful damage, accident, negligence by the Buyer or any third party;
• the Goods have not been installed, used or maintained strictly in accordance with the EOS Installation Guide. Failure to follow the Installation Guide will invalidate the warranty;
• any alteration, repair or modification has been made to the Goods without EOS's prior written consent;
• the defect arises from the Buyer's specification or from inaccurate dimensions or information provided by the Buyer;
• the Goods have been used for a purpose other than that for which they were designed and supplied;
• the Buyer has failed to carry out regular maintenance as set out in the Installation Guide.

In the event of a valid warranty claim, EOS shall at its option repair or replace the defective Goods, or refund the whole or a proportionate part of the price paid. The Buyer must return defective Goods to the kerbside delivery location at EOS's request. EOS will meet delivery charges for warranty replacements. The Buyer shall bear all other associated costs including labour, installation, dismantling, scaffolding and access.

Any Goods replaced under warranty will belong to EOS. Repaired or replacement Goods will be warranted on these terms for the unexpired portion of the original warranty period.

EOS shall be entitled to suspend its warranty obligations until all sums due to EOS from the Buyer have been paid in full.

The quality of glass supplied by EOS shall be assessed against the Hadamar quality standard or the Glass and Glazing Federation's Quality of Vision document. Copies are available on request.

EOS does not guarantee the non-occurrence of condensation on any of its products. The formation of condensation depends on numerous environmental conditions including humidity, internal and external ambient temperature and air movement. Condensation may form where there is no design fault in the rooflight, and its occurrence does not in itself constitute a defect.

The Buyer has legal rights in relation to Goods that are faulty or not as described. EOS is under a legal duty to supply Goods that are in conformity with this Contract. Advice about consumer legal rights is available from a local Citizens Advice Bureau or Trading Standards office. Nothing in these Conditions affects those legal rights.

As all Goods are bespoke manufactured to order, EOS will not accept the return of any Goods except in accordance with clause 13 (warranty claims) or where Goods are faulty or not as described.

Where the Buyer returns Goods without EOS's prior written agreement, EOS may refuse to accept the return and the Buyer will remain liable for the full contract price.

Goods returned to EOS shall be subject to inspection and, if necessary, remedial work, before any credit is issued. Where the Buyer wishes to exchange a product, any credit for returned Goods will only be issued after inspection is complete and the replacement has been purchased.

All documents, material and information issued by EOS, as well as all samples, technical data, instructions, prototypes, drawings and similar items, are the property of EOS together with the intellectual property rights therein. These shall not, without EOS's prior written consent, be published, reproduced or made available to third parties.

Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• the other party suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
• the other party commences negotiations with creditors with a view to rescheduling any of its debts or enters into any compromise or arrangement with creditors;
• a petition is filed, notice is given, a resolution is passed or an order is made for the winding up of the other party (other than for the purpose of a solvent restructuring);
• the other party is the subject of a bankruptcy petition or order;
• an administrator or receiver is appointed over the assets of the other party;
• the other party suspends, threatens to suspend, or ceases to carry on all or substantially all of its business;
• the other party's financial position deteriorates to the extent that its ability to fulfil its obligations under the Contract is in jeopardy.

Without limiting its other rights or remedies, EOS may suspend the supply of Goods or Services under the Contract or any other contract between the Buyer and EOS if the Buyer fails to pay any amount due on the due date, or if the Buyer becomes subject to any of the events listed in clause 16.1.

On termination of the Contract for any reason:

• the Buyer shall immediately pay all of EOS's outstanding unpaid invoices and interest. In respect of Goods supplied but for which no invoice has yet been submitted, EOS shall submit an invoice payable immediately on receipt;
• the Buyer shall return all EOS materials and any Goods which have not been fully paid for. If the Buyer fails to do so, EOS may enter the Buyer's premises and take possession of them;
• accrued rights and remedies of both parties at the date of termination shall not be affected;
• clauses which expressly or by implication survive termination shall continue in full force and effect.

In addition to any other remedy available to EOS, the Buyer shall indemnify, defend and hold harmless EOS from and against any and all losses, liabilities, expenses or damages suffered by EOS as a result of any failure by the Buyer to perform any of these Conditions.

The Buyer shall indemnify EOS against any claim arising from or connected with work on the contract site, including claims of nuisance or trespass, and all other losses, damages or claims in respect of any matters arising from or in connection with the Contract for which, under these Conditions, the Buyer is liable or EOS is not liable.

These indemnities shall extend to any costs and expenses incurred by EOS and shall continue in force notwithstanding termination of the Contract.

EOS will maintain appropriate insurance to cover its potential liability under the Contract.

The Buyer agrees to maintain adequate insurance cover against its liabilities to EOS under the Contract. If requested by EOS, the Buyer shall produce evidence of current insurance cover and confirmation that premiums have been paid.

EOS processes personal data in accordance with UK GDPR and the Data Protection Act 2018. Details of how EOS collects, uses and protects customer data are set out in EOS's Privacy Policy, available on request and on the EOS website.

Nothing in these Conditions shall exclude or limit EOS's liability for:

• death or personal injury caused by EOS's negligence or the negligence of its employees, agents or subcontractors;
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
• defective products under the Consumer Protection Act 1987.

Nothing in these Conditions shall restrict or exclude EOS's liability for:

• breach of the terms implied by sections 9 to 17, 28, 29 or 49 to 52 of the Consumer Rights Act 2015;
• the statutory rights of any person dealing as a consumer.

Subject to clause 20.1, EOS shall under no circumstances be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of reputation or goodwill, or any indirect, special or consequential loss or damage arising under or in connection with the Contract.

Subject to clauses 20.1 and 20.2, EOS's total liability to the Buyer in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the price paid for the Goods under the relevant Contract.

The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

Any claim by the Buyer for costs due to non-performance or errors by EOS must be notified in writing and received by EOS's registered office within seven days of delivery of the Goods.

This clause 20 shall survive termination of the Contract.

EOS supplies Goods and Services to consumers for domestic and private use only. The Buyer agrees not to use the Goods or Services for any commercial, business or resale purpose. EOS has no liability to consumer Buyers for loss of profit, loss of business, business interruption or loss of business opportunity.

EOS will not be in breach of the Contract or otherwise liable for any failure to perform or delay in performance of any obligation under the Contract that is caused by a Force Majeure Event.

A Force Majeure Event includes, without limitation: strikes, lock-outs or other industrial action by third parties; raw material shortages; civil commotion; riot; invasion; terrorist attack or threat of terrorist attack; war (whether declared or not); fire; explosion; storm; flood; earthquake; subsidence; pandemic or epidemic; failure of public or private telecommunications networks; or any other event beyond EOS's reasonable control.

If a Force Majeure Event occurs, EOS will notify the Buyer as soon as reasonably practicable. EOS's obligations will be suspended for the duration of the Force Majeure Event and the time for performance will be extended accordingly.

If a Force Majeure Event continues for more than four weeks, either party may terminate the Contract by giving 30 days written notice to the other. If the Buyer has made any advance payment for Goods or Services not yet provided, EOS will refund those amounts.

No failure or delay by EOS to exercise any right, power or remedy under these Conditions will operate as a waiver of that right, power or remedy. Any waiver of a breach of any term does not constitute a waiver of any other breach.

No variation to these Conditions shall be valid unless in writing and signed by authorised representatives of both parties.

EOS may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or otherwise deal with any or all of its rights or obligations under the Contract. The Buyer may not do so without the prior written consent of EOS.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but this shall not affect the validity and enforceability of the rest of the Contract.

Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, pre-paid first class post or email to EOS's registered office or the Buyer's address as set out in the Order.

Unless otherwise expressly stated, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.

The provisions of these Conditions are independent of each other, and the invalidity of any provision or portion shall not affect the validity or enforceability of any other provision.

If the Buyer is a consumer resident in Scotland or Northern Ireland, they may bring proceedings in the courts of Scotland or Northern Ireland respectively.