Terms of service

Factorylux Trade Terms of Sale (UK) 2026

1. About us, scope and definitions

1.1 We are Urban Cottage Industries Ltd, trading as Factorylux ("Factorylux", "we", "us"), registered in England and Wales, company number 07211785. Registered office: Unit 3, White Lee, Hebden Bridge, HX7 5AD. VAT number: GB 988655736. Contact: hello@factorylux.com 0207 889 00 44.

1.2 These terms apply to every sale by us to a customer acting in the course of a business ("you") for delivery or collection in the United Kingdom. By placing an order you confirm that you are buying for business purposes. If you are buying as a consumer, our Consumer Terms of Sale (UK) apply instead. We may ask for your business details, such as your company name, company number or VAT number, before accepting an order.

1.3 Definitions.

• Authorised contact: a person named in your account details, account acceptance or order, anyone you later notify us of in writing, or any employee or representative of yours who places, changes or approves an order with us, or with whom we have previously dealt on your behalf. We may rely on instructions from an authorised contact until you tell us in writing that their authority has ended. For changes that increase the order value by more than £100, or that affect bespoke products, we may ask for confirmation from a named contact before acting.
• Bespoke products: products made to your specification that are not in our standard range, including non-standard dimensions, finishes, colours, light sources, configurations or quantities we would not otherwise make.
• Contract date: the date your deposit (or full payment, if we require it) clears in our bank account or, if earlier:
  • the date we start manufacture at your written request under clause 2.2, or
  • if we have agreed in writing to waive the deposit, the date of our order confirmation.
• Order confirmation: our written acceptance of your order, normally our proforma invoice or order acknowledgement.
• Ready date: the date we notify you that your goods are complete and available for collection or dispatch.
• Risk date: the date risk in the goods passes to you under clause 4.4, 4.5, 4.6 or 5.4. We will record it on the delivery note or collection note.
• Standard products: products in our published range, in our standard options, even if we assemble them after you order.
• Writing: includes email, WhatsApp messages from an authorised contact, and documents signed electronically, including through our e-signature service. WhatsApp may be used for day-to-day matters such as dispatch, delivery arrangements and site access. Requests to change, cancel or approve an order or specification, and notices under clauses 5.1, 7.3 and 10.8, must be sent by email to hello@factorylux.com.
• Working day: Monday to Friday, excluding bank and public holidays in England.

2. Quotations, orders and specifications

2.1 Quotations. A quotation, including one generated through a factorylux.com account, is an invitation to order and not an offer. It is valid for 60 days from its date unless stated otherwise. Prices are based on the quantities quoted.

2.2 Contract formation. Your order is an offer to buy on these terms. Our order confirmation (normally a proforma invoice) sets out the price, deposit and specification, and a contract is formed on the contract date. Until then either of us may withdraw without liability. If your deposit has not cleared within 14 days of our order confirmation, it lapses and we may re-quote. We will not start manufacture before the contract date unless we agree in writing; if we do so at your written request, the contract is formed when we start. Each order confirmation is a separate contract on these terms.

2.3 Our terms apply. Every quotation and order confirmation refers to these ‘Trade Terms of Sale (UK)’ and links to the current version at https://factorylux.com/policies/terms-of-service . These terms, the order confirmation and any signed project agreement form the entire contract. They apply instead of any terms in your purchase order, specification or other document, even if those are sent later or say they prevail. Paying a deposit, accepting delivery or collecting goods confirms your acceptance of these terms. We may ask you to sign an account acceptance confirming that these terms, as updated from time to time under clause 10.12, apply to all orders you place with us. Once signed, it applies to every later order, whether or not that order refers to these terms. Your purchase order or other terms will not replace it unless a director of Factorylux agrees in writing. No variation to these terms is binding unless agreed in writing by a director of Factorylux. Changes to an order are made under clause 6.2.

2.4 Order of precedence. If documents conflict, this order applies: (1) a signed project agreement; (2) the order confirmation, including any signed specification; (3) these terms, including any signed account acceptance and our written confirmation of any credit account; (4) our price list, website, product literature, installation guides or other guidance, which are for information only. Your purchase order or other terms never form part of the contract (clause 2.3).

2.5 Your specification. You are responsible for checking that the product, quantities, finishes and technical details in the order confirmation are correct and suitable for your project, including compatibility with controls, dimmers and site conditions. We are not responsible for errors in information you give us. For bespoke products, and for orders over £100, we may ask an authorised contact to sign the order confirmation or specification before we start manufacture. Once signed, it is conclusive of the products, quantities, finishes and technical details you have ordered. Lead times run as set out in clause 4.1.

2.6 Tolerances. Our products are hand-assembled. Reasonable variations in finish, colour, dimensions and light output, within normal manufacturing tolerances and the tolerances of our component suppliers, do not make the goods non-conforming. If a project needs tighter matching, for example across phased orders, tell us before ordering so we can confirm in writing what is achievable.

2.7 Specification changes. We may change a product's specification without notice if the change is needed to comply with law or safety standards, or replaces a component with one of equivalent or better performance, and does not materially affect appearance, performance or fit. We will tell you before making any other change that materially affects an order we have confirmed, and you may cancel the affected goods without charge if you do not accept it.

2.8 Errors. We may correct obvious typing, clerical or pricing errors in quotations, confirmations or invoices. If we correct a price after confirming your order, you may cancel without charge.

2.9 Restricted uses. Our products are not designed or supplied for use in or in connection with power stations or nuclear installations; oil, gas or chemical refineries or bulk storage; offshore installations, or underground or underwater work; aircraft, watercraft or hovercraft; railways, airfields or airports; Ministry of Defence premises; or rooms containing mainframe computers or data-centre equipment. You must tell us in writing before ordering if goods are intended for any of these uses. We may decline the order, or supply it only under a signed project agreement. If you use or supply our goods for any of these uses without our written agreement, clause 8.3 does not apply, our liability for property damage is limited under clause 8.4, and, subject to clause 8.1, you will indemnify us against claims by third parties arising from that use.

2.10 Outdoor products and natural ageing. Our outdoor products are made from aluminium and stainless steel and are designed to age naturally. The materials we use do not rust like ordinary steel. Over time, their surfaces will change in appearance, including dulling, patina, whitening and surface oxidisation. Stainless steel fixings (screws and bolts) may also develop light brown surface marks, known as tea staining, which can usually be removed by cleaning. These changes are a normal characteristic of the materials and happen faster where there is salt in the air, such as near the sea. They are normal surface changes, consistent with the product description and intended use, and do not affect the product’s safety or performance.

3. Prices, payment, deposits and credit accounts

3.1 Prices. Prices are those in the order confirmation. They exclude VAT, delivery and special packaging unless stated. Our delivery charges include transit insurance for goods we deliver under clause 4.4. Our published price list is a guide only and may change at any time, but changes do not affect confirmed orders.

3.2 Discounts. Any trade or account discount is set out in our price list or in our written confirmation of your account, and may be withdrawn for future orders at our discretion.

3.3 Deposit. Unless we agree otherwise in writing, you must pay a deposit of 50% of the order value, with a minimum of £500 (or the full order value if less), before we start manufacture. This applies to all orders, including orders on a credit account. For bespoke products or large orders we may require up to 100% in advance; we will say so in the quotation.

3.4 Balance. If you do not have a credit account, the balance is due on the ready date and we release goods only when it has cleared in full. If you have a credit account, the balance is invoiced on the ready date and due under clause 3.5.

3.5 Credit accounts. We may offer a credit account at our discretion, after any credit checks we consider appropriate. We will confirm the credit terms, including any credit limit, in writing. Only the balance of each order (the order value less the deposit) is available on credit; the deposit is payable in advance under clause 3.3. Unless we confirm otherwise in writing, the balance invoice is due within 30 days of the Ready date. We may reduce, suspend or withdraw credit at any time by written notice; amounts already invoiced then become due immediately.

3.6 VAT. VAT is charged at the applicable rate on all UK supplies.

3.7 Currency. We invoice in pounds sterling (GBP) unless the order confirmation states another currency.

3.8 Late payment. If you pay late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% a year above the Bank of England base rate, and suspend further deliveries until you pay. You must pay without deduction, set-off or counterclaim, unless a court orders otherwise.

3.9 Retentions. We do not accept retentions, pay-when-paid arrangements or contra-charges unless agreed in a signed project agreement.

4. Lead times, delivery, risk and title

4.1 Lead times. Lead times are estimates of when goods will be ready for collection at our factory, not delivery dates. They run from the contract date or, if we have asked you to sign the order confirmation or specification under clause 2.5, from the later of the contract date and the date you sign. Changes you request extend the lead time. We will tell you promptly if a lead time changes, for example because a component supplier is late.

4.2 Delay. Time of delivery is not of the essence unless we agree otherwise in writing. Provided we use reasonable efforts, we are not liable for delay. If goods are not ready more than 8 weeks after the estimated ready date for reasons within our control, you may give us written notice requiring us to make them ready within a further 14 days. If we do not, you may cancel the part of the order that is still not ready by written notice, and we will refund any amount paid for that part within 14 days. Goods that are ready before you cancel remain part of the contract.

4.3 Delivery or collection. Unless the order confirmation says otherwise, we will arrange delivery to the address in the order confirmation, by pallet carrier or dedicated courier. We will take your preferences into account when choosing the method. Alternatively, you may collect the goods from our factory yourself or by a carrier you appoint (clause 4.5). We will pack the goods and, where appropriate, label and palletise them.

4.4 Delivery arranged by us. We insure goods we deliver while they are in transit. Risk passes to you when the goods arrive at the delivery address and are made available to you for unloading. You will pay the delivery charge shown in the order confirmation. You must provide safe access, suitable equipment and labour to unload, and someone to receive and sign for the goods. Unloading is your responsibility. If the carrier’s driver helps at your request, they do so on your behalf. If we have agreed in writing to leave goods in a safe place, risk passes when we leave them. If delivery fails because of access or you not being ready, you must pay the charges for the failed and any re-arranged delivery, and risk passes at the time of the failed delivery.

4.5 Collection. If you or your driver collect the goods from our factory, risk passes when the goods have been loaded onto the collecting vehicle. Securing the load is the driver’s responsibility. If you appoint a carrier or courier, including a parcel network, risk passes when we hand the goods to them. We do not insure goods you collect or that are carried by a carrier you appoint, and you should arrange your own cover.

4.6 Transport method chosen against our advice. If you ask us to use a delivery method or carrier that we have advised is unsuitable for the goods, risk passes to you when we hand the goods to that carrier.

4.7 Packaging. Larger orders are packed in our standard packaging on cardboard pallets. Smaller orders may be sent boxed by dedicated same-day courier. We do not send goods by parcel networks (such as DPD or similar services). Special packaging is available at extra cost.

4.8 Instalments. We may deliver an order in instalments, each invoiced separately. A problem with one instalment does not entitle you to cancel the others.

4.9 Title. Ownership of the goods passes to you only when we have received payment in full for those goods and all other sums you owe us that are due. Until then, while the goods are not installed, you must store them so they are identifiable as ours, and you must not remove identifying marks. You must keep the goods insured for their full price until ownership passes. You may use, install or resell them in the ordinary course of business.

4.10 Recovery of goods. If you become insolvent or fail to pay when due, your right to use, install or resell goods we still own ends. You grant us, our agents and our carriers an irrevocable licence to enter any premises where those goods are kept, on reasonable notice, to inspect and recover them, and you will obtain any third-party consent needed for this. We will not remove goods that have become fixed to a building in a way that removal would cause material damage; for those goods we keep our claim for the price.

5. Inspection, transit damage and storage

5.1 Inspection. On collection or delivery, check the number of pallets or boxes and the condition of the packaging, and note any visible damage on the delivery note before signing. You must notify us in writing, with photos and the delivery note:

• within 2 working days of receiving the goods, of any visible damage to packaging or goods
• within 5 working days of receiving the goods, of damage found on unpacking that was not visible from the outside of the packaging
• within 10 working days of receiving the goods, of any shortage or wrong items

For goods collected from our factory, you receive them on collection. If you sign for goods without checking them, or mark the delivery note “unchecked”, you must still inspect them and notify us within the periods above. If visible damage is not noted on the delivery note and, as a result, we cannot recover from our carrier or insurer, we may reduce or decline your claim to that extent. Keep the packaging until any claim is settled, and allow us, our carrier or our insurer to inspect the goods. Defects that could not reasonably be seen on inspection, including functional faults found on installation, are handled under the warranty in clause 7.

5.2 Our remedy. If we accept a claim for a shortage, wrong items, or damage that occurred before risk passed to you, we will at our option make up the shortage, repair or replace the goods, or refund the price of the affected goods. That is our only liability for those claims. Loss or damage in transit is dealt with under clause 5.3. Goods we must remake are subject to a new lead time, which we will prioritise where we can.

5.3 Transit damage. Goods we deliver under clause 4.4 are at our risk until the Risk date. If they are lost or damaged before then and you notify us under clause 5.1, we will repair, replace or refund them under clause 5.2 at no cost to you. Because our goods are made to order, replacements are subject to a new lead time, which we will prioritise where we can. Subject to clause 8.1, we are not liable for delay or other losses caused by loss or damage in transit. Goods collected under clause 4.5, or carried at your request under clause 4.6, are at your risk from the Risk date.

5.4 Storage of uncollected goods. If you do not collect or accept delivery within 2 weeks of the ready date, risk in the goods passes to you at the end of that period and we may charge storage at £50 per pallet per week or part week. We will store the goods with reasonable care but are not responsible for insuring them.

5.5 Long-term non-collection. If goods remain uncollected 8 weeks after the ready date, we may give you written notice. If you do not pay any balance due and arrange collection within 14 days of that notice, we may cancel the contract and resell, reuse or dispose of the goods. We will then account to you for any money paid, less the unpaid price, storage charges and our reasonable costs of resale, reworking or disposal, and you must pay any shortfall.

6. Changes and cancellation by you

6.1 No automatic right to cancel. Statutory cancellation rights for consumers do not apply to business purchases. Before the contract date, either of us may withdraw under clause 2.2. From the contract date, you may change or cancel your order only with our written agreement, except where these terms give you a right to cancel (clauses 2.7, 2.8, 4.2 and 9.4).

6.2 Changes. We will tell you the effect of any requested change on price and lead time before going ahead. We may charge for work already done that the change makes unusable. A change to the products, quantities, specification or price takes effect only when we issue a revised order confirmation. This does not change these terms, which can be varied only under clause 2.3.

6.3 Cancellation charges. We order components for your order as soon as your deposit clears. Because we offer a very large number of product variants, those components usually cannot be used for other orders, and our prices are based on small margins. If we agree to a cancellation after the contract date, you must therefore pay the following charges:

Stage when you cancel	Standard products	Bespoke products
After the contract date, before manufacture starts	An amount equal to the deposit under clause 3.3	An amount equal to the deposit under clause 3.3
During manufacture	75% of the order value	100% of the order value
After the ready date	75% of the order value	100% of the order value

This applies whether or not the deposit has been paid or waived, and any deposit paid is non-refundable to that extent.

We will deduct the charge from the money you have paid. If the charge is more than you have paid, you must pay the difference. If the charge is less than you have paid, we will refund the rest within 14 days. If we reuse components or resell goods, we will reduce the charge by their reasonable value to us, less our handling costs.

6.4 Returns. Goods cannot be returned for credit or refund, except under clauses 5 and 7. In exceptional cases we may agree in writing to accept the return of unused standard products in their original packaging, subject to a restocking charge we will confirm at the time and you paying return carriage. Bespoke products cannot be returned. For stock items bought through our website, we may at our discretion accept returns on the same terms as our consumer returns policy.

6.5 Buy-back. We may offer to buy back complete Factorylux luminaires you no longer need. Any price depends on condition and is offered case by case. Return transport is normally at your cost.

7. Warranty and RMA

7.1 Warranty. We warrant that the goods will be free from defects in materials and workmanship for the periods below, each running from the Risk date.

Part	Warranty period
Factorylux parts	5 years
Drivers and LED light sources	3 years
Bespoke components	3 years

Repaired or replacement parts are covered for the rest of the original warranty period or 12 months from the repair or replacement, whichever is longer.

7.2 Exclusions. The warranty does not cover defects caused by:

• installation, storage, use or maintenance not in line with our instructions, BS 7671 or good practice
• incorrect wiring, or use with incompatible drivers, dimmers or control systems not supplied or approved by us
• fair wear and tear, neglect, accident or misuse
• alteration or repair not authorised by us
• abnormal conditions, including excessive heat or humidity, salt-laden air, pressure washing, or chemicals and solvents
• natural changes in the appearance of outdoor products described in clause 2.10
• goods whose batch codes or labels have been removed or damaged

7.3 Claims. Report a suspected defect by email to hello@factorylux.com within the warranty period and no later than 30 days after discovering it. Include your order number, a description of the fault and photos. We will give you an RMA number to quote in all further correspondence. You must allow us to inspect the goods in place or, if we ask, return them. We will not repair or replace goods until we have confirmed the fault is covered.

7.4 Our remedy. If a claim is valid, we will at our option repair or replace the defective goods or parts, or refund their price. We will pay reasonable carriage both ways on valid claims if you provide receipts. Repairs and replacements are made subject to our lead time for parts and capacity.

7.5 Spare parts and fitting on site.

(a) Drivers. You may buy replacement drivers from factorylux.com and fit them on site. A replacement driver carries the warranty for drivers in clause 7.1. If you return the faulty driver within its warranty period and we confirm the fault, we will refund the replacement, and it is then treated as a warranty replacement, covered for the rest of the original warranty period or 12 months from fitting, whichever is longer.

(b) LED light sources returned to us. If you return the luminaire or LED assembly to us, we will fit the replacement LED. It is covered for the rest of the original warranty period or 12 months from fitting, whichever is longer.

(c) LED light sources fitted on site. You may buy a replacement LED light source from factorylux.com and fit it on site, following our fitting instructions. To keep the warranty on the replacement LED, you must send us, within 7 days of fitting, two clear photos:

• Photo 1: the heatsink surface clean, with all old thermal tape removed
• Photo 2: the new LED correctly installed, with the holder fully screwed in

If we receive these photos, the replacement LED carries the warranty for LED light sources in clause 7.1. If you return the faulty LED within its warranty period and we confirm the fault, we will refund the replacement, and it is then treated as a warranty replacement, covered for the rest of the original warranty period or 12 months from fitting, whichever is longer. If we do not receive the photos, the replacement LED is not covered by any warranty, and we are not liable for any fault caused by how it was fitted. The warranty on the rest of the luminaire is unaffected, except for damage caused by incorrect fitting.

7.6 Invalid claims. If we find no covered defect, we may charge for inspection, carriage, and any repair or replacement at our current prices. We will quote before doing chargeable work.

7.7 Sole remedy. This clause sets out our entire liability for defective goods. To the extent permitted by law, it replaces the terms implied by sections 13 to 15 of the Sale of Goods Act 1979. We are not liable for the cost of removing or reinstalling goods, access equipment, or site labour.

8. Liability

8.1 Not excluded. Nothing in these terms limits or excludes our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title), liability under the Consumer Protection Act 1987, or any other liability that cannot lawfully be limited.

8.2 Excluded losses. Subject to clause 8.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: loss of profit, revenue, business, contracts or goodwill; delay or liquidated damages under your contracts with others; costs of removal, reinstallation, access or site labour; or any indirect or consequential loss.

8.3 Property damage. Subject to clause 8.1, our total liability for physical damage to tangible property caused by our negligence or defective goods is limited to £2,000,000 in aggregate for all claims in any 12-month period.

8.4 All other claims. Subject to clauses 8.1 and 8.3, our total liability under or in connection with each contract is limited to 100% of the price paid or payable for the goods to which the claim relates.

8.5 Advice. Any technical advice or lighting design input we give is given in good faith to help you, but you remain responsible for confirming that goods are suitable for your project and comply with applicable regulations.

8.6 Time limit. You must bring any claim within 2 years of the Risk date, except:

• warranty claims under clause 7, which must be notified within the warranty period and brought within 6 months after it ends
• claims under clause 8.1

8.7 Why these limits. Our prices reflect these limits. You are better placed to insure against project-level losses, and you should consider that cover.

9. Our cancellation, suspension and force majeure

9.1 Our right to cancel. We may cancel a confirmed order by written notice if:

• a product was quoted at an obviously wrong price (clause 2.8) and you do not accept the corrected price
• a required component cannot be obtained, or not within a reasonable time, and no acceptable alternative exists
• collection or delivery arrangements cannot reasonably be agreed
• a bespoke change you request is not technically or commercially viable

9.2 Refunds. If we cancel under the first three points, we will refund all money paid within 14 days. If we cancel because a requested bespoke change is not viable, we will refund within 14 days less our reasonable costs already incurred at your request, with a breakdown. We are not liable for any other loss caused by cancellation.

9.3 Suspension and termination. We may suspend deliveries or terminate any contract with you immediately if you fail to pay any sum when due, materially breach these terms and do not remedy it within 14 days of notice, or become insolvent or cease trading. All sums you owe then become due immediately.

9.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including fire, flood, epidemic, war, terrorism, government action, strikes (other than by that party's own workforce), and failure of utilities or transport. Failure or delay of a supplier counts only if it is itself caused by such an event and no reasonable alternative supply is available. The affected party must notify the other promptly and take reasonable steps to limit the effect. If such an event lasts more than 8 weeks, either party may cancel the affected order by written notice, and we will refund money paid for undelivered goods less costs reasonably incurred.

10. Compliance, samples, IP, data and general terms

10.1 Product compliance. Our standard products are designed and marked to comply with the UK safety and electromagnetic compatibility regulations that apply to them, including the relevant parts of BS EN 60598, and carry UKCA and/or CE marking as applicable. Declarations of conformity and installation instructions are available on request or at hello@factorylux.com. Bespoke products are supplied to the standards stated in the order confirmation.

10.2 WEEE. Our WEEE producer registration number is WEE/BK4953ZU. For non-household lighting equipment we supply, we will take back equivalent waste equipment on request, as required by the Waste Electrical and Electronic Equipment Regulations 2013. Details are available via hello@factorylux.com. We will usually contribute towards the cost of transport, and for products that meet the requirements of our closed-loop circular economy programme, we will cover it in full.

10.3 Returnable samples. We keep ownership of returnable samples. You are responsible for them from when we release them until we receive them back, and must return them in the same condition (fair wear and tear excepted) by the agreed date. Samples not returned on time will be invoiced at the price quoted when you ordered them; damaged samples will be charged at the cost of the damaged parts. Any extension must be agreed in writing.

10.4 Intellectual property. All rights in our designs, drawings, photographs, specifications and literature stay with us. You may use our product images and data to specify, present and sell our products in your projects. Any other use needs our written permission.

10.5 Confidentiality. Each party will keep confidential the other's pricing, drawings and project information received under a contract, and use it only for that contract, except where disclosure is required by law or the information is already public.

10.6 Data protection. We process personal data of your staff and contacts to manage your account and orders, in line with UK data protection law and our privacy notice at factorylux.com/policies/privacy-policy. You confirm you are entitled to share that data with us.

10.7 Anti-bribery. Each party will comply with the Bribery Act 2010 in connection with any contract.

10.8 Notices. Notices must be in writing to the addresses or email addresses in the order confirmation. Notices of breach, termination or a claim must be sent by email to a director's or authorised contact's address and are treated as received on the next working day.

10.9 Assignment. You may not transfer your rights under a contract without our written consent. We may subcontract or transfer ours.

10.10 Severability and waiver. If any provision is found invalid, the rest remains in force. Failure or delay in enforcing a right is not a waiver of it.

10.11 Third parties. No one other than you and us has any right to enforce these terms.

10.12 Updates. We may update these terms. Each order is governed by the version in force when we issue the order confirmation; later changes do not affect orders already confirmed. The current version is always available at the link in clause 2.3.

10.13 Disputes. If a dispute arises, a director of each party will first try in good faith to resolve it within 21 days of written notice. This does not stop either party seeking urgent court relief or recovering an undisputed debt.

10.14 Law and jurisdiction. These terms and any dispute arising from them, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.