Terms & Conditions
Conditions of Sale
These general conditions make part of all offers by and all Agreements with Ellesco Ltd. (Ellesco)
No variations in these conditions will be recognised unless they have been expressly agreed upon by both parties in writing and the buyer will be deemed to have agreed to these conditions notwithstanding any conditions printed on the buyers order or order confirmation forms.
All offers of Ellesco are entirely without obligation and are based on information known and valid on the date of the offer and on the assumption that orders pursuant thereto shall be carried out under regular circumstances and during regular working hours.
- FORMATION OF CONTRACT
The contract shall be deemed to have been entered into when upon receipt of an order Ellesco has sent an acceptance in writing.
- TECHNICAL DOCUMENTATION
Drawings, test reports, technical documents, etc., submitted by Ellesco in drawing up its Quotation remain the property of Ellesco and shall not be divulged to third parties without the written agreement from Ellesco.
These may be firm for acceptance for the duration of the contract or subject to fluctuation either as a result of changes in the rates of exchange or other reasons as stated in the quotation.
The goods to be delivered comprise those agreed upon and confirmed in writing. Modifications in the scope of deliveries can give rise to modification in the price. In the event of any modification Ellesco shall have the right to change any costs already made to the buyer.
The time for delivery shall be calculated from the moment that the buyer has provided Ellesco with all the essential information required to make uninterrupted completion of the order, including the payment by the Buyer of any deposit required by Ellesco prior to execution of the contract.
Whilst the delivery date will be given in good faith and all reasonable endeavours will be made to despatch or complete within the time stated, time shall not be of the essence of this contract and delayed delivery shall not entitle the buyer to dissolve this agreement. Ellesco shall not be liable for any non-delivery or delay in delivery.
Payment shall be made in accordance with the terms quoted.
If the buyer delays in making payment as stated in the terms, Ellesco shall, on giving notice, be entitled to charge interest at the rate of 2% above base rate. In continuation of default, Ellesco shall have the right to repossess the goods supplied.
- RISK AND PASSING OF PROPERTY
The risk in the goods shall pass to the buyer on delivery.
(i) Until payment in full has been received by Ellesco for all the goods whatsoever supplied or to be supplied by Ellesco to the Buyer the property in the goods shall remain in Ellesco. The Buyer shall ensure that all goods which are in the possession or control of the buyer and the property which remains with Ellesco are stored separately so that they can be readily identified. Until such time as the property in any goods supplied by Ellesco to the Buyer passes to the Buyer (and provided they have not been resold) Ellesco will be entitled at any time by notice in writing to require the Buyer to return those goods to Ellesco and if the Buyer fails to do so, Ellesco is granted an irrevocable licence to enter on any premises of the Buyer where the goods are stored and repossess the goods. The Buyer will not be entitled to pledge, mortgage, or charge any goods which remain the property of Ellesco. The Buyer undertakes to insure the goods and keep them insured for at least the invoice amount, and to take all steps necessary to protect Ellesco’s right of property. In the event of the Buyer re-selling the goods before full payment, the proceeds of such sale shall belong to Ellesco to whom the Buyer shall account and any such sale by the Buyer shall be solely as agents for Ellesco.
In the event of total or partial loss of the goods Ellesco shall be entitled to be paid the insurance monies in respect thereof. Ellesco is hereby authorised to perform such acts as are necessary to make Ellesco entitled to receive the insurance monies. Including the assignment of the claim or the Buyer on the insurance, if and to the extent necessary.
Where payment is by means of a Bill of Exchange, cheque or other negotiable instrument ‘payment’ for the purpose of the condition shall not have been received until the Bill of Exchange, cheque or other negotiable instrument has been honoured on the presentation for payment, notwithstanding that Ellesco may have negotiated it and received value therefore.
All goods are guaranteed against defective workmanship and material for a period stated in the manufacturer’s guarantee. This guarantee will commence from date of delivery provided that the liability of Ellesco in respect of any defect in any part of the goods which are proved to be defective is limited to making good by replacement or repair at our option, but free of charge to the Buyer, and provided always that such defective parts are returned carriage paid.
In order for the Buyer to invoke this guarantee he shall give notice in writing to Ellesco within 48 hours after a defect has occurred. Ellesco shall not be liable for any direct or indirect consequential damage of whatever kind or for any breakage or repair necessary as a result of normal wear and tear and corrosion or by reason of improper storage or assembly or any negligence or fault on the part of an operator or any other person.
To the best of Ellesco’s knowledge no goods supplied by Ellesco infringe any patents, trademarks or registered design copyright or the like thereof but no warranty express or implied is given against the existence of such patent etc.
- FORCE MAJEURE
Ellesco shall not be liable for any claims arising directly or indirectly for circumstances and/or events reasonably beyond Ellesco’s control. Such events and circumstances include but are not limited to events of force majeure, natural catastrophic strikes, lock outs, attachments, war, riots, demonstrations and shortages, etc.
- TRANSPORT DAMAGE
Where goods are being delivered by transport arranged by Ellesco, it is hereby agreed that on receipt of the goods the Buyer shall notify Ellesco immediately of any loss or damage in transit otherwise he shall not be deemed to have received and accepted the goods as undamaged. The delivery note should be endorsed accordingly.
In the event of the Buyer cancelling its order to Ellesco, Ellesco shall be entitled to charge to the Buyer all costs already made or necessary to be made both direct and indirect as well as any profit to be expected for Ellesco pursuant to the order. The said costs shall also include the costs of already completed goods which cannot be delivered to third parties.
If, before delivery, goods are destroyed or damaged beyond repair from any cause outside the control of Ellesco, and replacement is not practicable, Ellesco reserves the right to cancel the contract, but to offer an alternative if possible.
In the event that the Buyer fails to comply with the agreed terms and conditions of the order, or in the event that the Buyer shall go into liquidation, whether voluntary or compulsory (except for the purpose of reconstruction), then Ellesco shall be entitled to withdraw from its obligation vis a vis the Buyer and to stop completion of the order. All costs already made or necessarily to be made, both direct and indirect as well as the profit to be expected for Ellesco pursuant to the order shall in any such event be charged to the Buyer.
- APPLICABLE LAW
The contract in all respects shall be governed by English Law.
HEALTH AND SAFETY AT WORK ACT 1974
In pursuance of the Health and Safety at Work Act 1974 General duties Section 3 and 6 we can say that so far as is reasonably practicable every care is taken to ensure that when our products are handled and used correctly they are safe and without undue risk to health and safety. Some care however is desirable; in this respect your attention is drawn to the Protection of Eyes Regulations 1974 and you are recommended to refer to the comprehensive list of Health and Safety at Work booklets issued by the Health and Safety Executive and obtainable from Her Majesty’s Stationary Office.