ELSTEAD LIGHTING LIMITED STANDARD CONDITIONS OF SALE

1.     General
References to ‘we,’ our’ and ‘us’ refers to Elstead Lighting Ltd; references to ‘you’ and ‘your‘ are reference to the party which is the buyer from us. All goods supplied by us are supplied on the following terms and conditions and no variation hereof or term inconsistent herewith shall have effect unless such variation or term is expressly accepted by us in writing under the hand of a Director or employee expressly authorised by us to do so.


2.     Orders
We prefer all orders to be in writing and clearly signed.  Where a telephone order is placed by you, a written confirmation is required.  If no written confirmation either by fax or post is to be issued then the responsibility and risk for accuracy of the order and subsequent performance is with you.


3.     Acceptance
Unless previously withdrawn or otherwise specified by us in writing our quotations are open for acceptance within 30 days from the date on which they are made. Where orders are placed by you with no previous quotation by us, then no order is binding upon us until we have either accepted the order in writing or commenced performance of the order.


4.     Prices
We reserve the right to vary our prices without notice and unless otherwise expressly specified in quotation, goods are supplied at the price ruling at the date of delivery.
AL prices are exclusive of Value Added Tax, unless expressly indicated in writing to the contrary


5.     Payment
Pro-forma accounts are to be paid in full prior to acceptance of order. 
Subject to a bank reference and two up-to-date trade references a monthly credit account may be opened by you in which case payment shall be due not later than the end of the month following the month in which despatch of the goods is made to you or your carrier or agent.  In the case of monthly credit account customers, punctual payment is a condition precedent to further deliveries and in no case is any deduction allowed in the case of late payment.  We reserve the right to charge interest at a rate exceeding 2% per calendar month from the date of invoice.
In the case of orders for delivery outside the United kingdom, unless otherwise agreed with you to the contrary, payment shall be due as soon as we notify you that the goods are ready for shipment and no goods will be shipped until payment has been received by us in full.
There is a minimum invoice charge of £25.00 nett excluding carriage and VAT.

6.     Delivery
All export/overseas shipments are quoted at ex factory unless otherwise stated.
Carriage is charged on all orders to UK mainland only, excluding Scottish Highlands, that have less than a nett value of £200 excluding VAT.  Carriage to Isle of Man, NI, Eire, Scottish Highlands is charged at cost.  Carriage will also be charged on all orders where a Next Day delivery service is required regardless of order size, or where delivery is required to a third party, or consumer / private address.
In all cases dates quoted by us for delivery are subject to confirmation by us at the time your order is placed. Please note there is an additional £25 carriage charge per fitting on all 12 arm chandeliers and above, along with the Wilmslow post and head.

7.     Passing Of Title And Risk
From the time of delivery, the goods shall be at your risk and you shall be solely responsible for their custody and maintenance as if you were the owner.  However, unless otherwise expressly agreed in writing, the goods shall remain our property until all payment due under the contract between you and us has been made in full and unconditionally or, until resale of the goods by you bona fide in the ordinary course of your business and at full market price and you shall sell as principal only.  Whilst our ownership continues, you shall keep the goods separate and identifiable as our bailee from all other goods in your possession.
You hereby irrevocably give to us the right to enter your premises and repossess any goods to facilitate repayment of any outstanding debts owed to us by you.
In the event of any resale by you of the goods, our beneficial entitlement  shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim shall be assigned to us and, until and subject to such assignment shall be held on trust for us by you, and you will stand in a strictly fiduciary capacity in respect thereof but you may retain the excess (if any) of such proceeds over the amount outstanding under the contract between you and us.
Goods for delivery outside the United Kingdom are sold on f.o.b. terms and property and risk shall pass to you when goods are delivered on board ship.


8.     Tests
Any inspection or tests which you require to be made or carried out in respect of the goods shall be at our works or, in the case of goods not of our manufacture, at such other place as may be specified by us.  All fees incurred in connection with such inspection or testing (by such bodies as Lloyds Bureau, Veritas, British Corporation, etc.) will be charged extra.


9.     Special Finishes
By special order some products can be ordered in non-standard finishes.  This will incur a surcharge of 25% over the black or standard finish price.  Special products/colours will not be accepted for return.


10.  Variations
Due to the hand-made nature of many of our products, there may be slight fluctuations in size and/or design.  We also reserve the right to alter our designs without prior notice. We reserve the right to despatch and invoice pro-rata at the quoted terms of payment any part of an order when available.


11.  Claims - Notification Of Damage Or Loss
In case of alleged shortage or damage you must submit a written claim to us and to the carriers within 3 days of receipt.  Claims made outside this time limit cannot be entertained.  Non-delivery of goods must be advised within 7 days from the receipt of invoice.  In the event of damaged packages the drivers receipt should be endorsed “Received Damaged”, or the goods should not be accepted. Delivery notes signed ‘unexamined’ are not sufficient to uphold a claim.


12.  Returns
Goods ordered by any client and supplied correctly by the Company will not normally be accepted for return.  In such cases where the Company is in agreement to accept goods to be returned, a restocking charge, subject to the condition of the returned goods, will be deducted at a minimum rate of 30% or £20.00, whichever is the greater.  In the event of any item being returned, the Company reserves the right to repair or replace the item at their discretion.  Special products/colours will not be accepted for return.


13.  Recommendations, Illustrations, Specifications Etc
Recommendations regarding the use of goods supplied by us are based on tests and experience and are considered to be reliable.  However, since the conditions under which such goods are used and to which they may subsequently be subjected when in service are beyond our control, we do not guarantee except as specified in Condition 14 hereof, the results obtained.  Nor can we guarantee the accuracy of any specifications, illustrations, drawings or other particulars of our goods combined in any of our catalogues, price lists, advertisements or any other publication issued by us.


14.  Warranties And Conditions
Nothing in this clause shall affect any statutory rights which you may have. Nothing in these Conditions shall exclude or limit our liability for death or personal injury caused by our negligence. No warranty, guarantee or condition express or implied (by common law statute or otherwise) as to quality or fitness for any purpose shall apply to any sale of our goods and we shall not be liable for any consequential loss or damage of any description, (including loss of profit) whether caused by the negligence of our servants or agents or otherwise.  We will at our option make good or replace at our works without charge to you any goods which are in our opinion defective, provided that any claim is made to us in writing within fourteen days after discovery of the defect and in any event within six months after delivery of the goods to you and, on our request, the goods must be forwarded, in the same condition as delivered, carriage paid, to our works.  We undertake no responsibility for defective material after the same has been cut or manipulated.
In the case of orders for delivery of goods by instalment, each instalment shall be deemed to be sold under a separate contract and payment for each instalment is to be made on the due date as a Condition Precedent to future deliveries.


15.  English Law
English Law shall apply to all orders quotations and contracts and any disputes shall be settled in the English Courts.

(Sep 2010)