ECOLITE TECHNOLOGY LTD TERMS AND CONDITIONS of SALE

1. General
1.1. Goods are sold by Ecolite Technolgy Limited (hereinafter called the “Seller”) solely on the following terms and conditions as may be amended from time to time. Any provisions in the Purchaser’s order form or other documents which conflict with or attempt to modify the Seller’s terms and conditions current at the date of acceptance of the Purchaser’s order shall be excluded from the contract unless otherwise expressly agreed by the Seller in writing. Headings are inserted for ease of reference and do not form part of the terms and conditions.

2. Prices
2.1. All prices for goods include UK mainland carriage, packaging and loading but shall exclude installation and VAT. Installation if required shall be priced separately.

2.2. The Seller reserves the right to alter its prices to take account of variations in materials, carriage, currency exchange, import surcharge, labour or other costs

3. Quotations, Orders and Acceptance
3.1. Unless otherwise expressly stated in writing, all quotations and estimates by the Seller remain valid for 30 days from their date. Quotations are subject to withdrawal at any time before receipt of an unqualified order. The Purchaser’s order is an offer and will become binding upon the Seller posting its confirmation of acceptance of the order. A confirmed order may only be cancelled or varied with the Seller’s consent; the giving of which shall not in any way prejudice the Seller’s right to recover from the Purchaser compensation for any loss arising from such cancellation or variation.

3.2. There shall be no minimum order value. However a handling fee of 20%will be charged on any order the value of which is £100 or less.

3.3. Should samples or trials be required a charge of 10% of the sample or trial goods value will be charged, but this shall be deducted from the invoice of any subsequent related order.

4. Delivery risk and dispatch, discrepancies
4.1. All delivery dates are estimates only and time of delivery shall not be of the essence of the contract

4.2. Where delivery of goods is delayed by request of the Purchaser, any additional costs incurred will be charged to the Purchaser.

4.3. The Seller accepts no responsibility whatsoever for any loss arising from failure to supply or delay in supplying any goods howsoever arising

4.4. The lead time to delivery includes the time required to process the order, make or import the goods where necessary and pack ready for despatch, and will commence only upon receipt of all the information needed by the Seller including official order, deposit payments, product specification, relevant documents, artworks and customer drawings. Should an earlier delivery be required necessitating overtime or any other additional costs not apparent at the time of quotation, the Seller reserves the right to levy agreed additional charges in this respect.

4.5. Each delivery shall be subject to the Seller’s terms and conditions and failure to make any one delivery shall not vitiate the contract as to other deliveries.

4.6. Should the Seller be prevented or hindered from delivering the Goods or any part thereof by reason of war, riot, explosion, fire, flood, strike, lockout, and shortage of materials, labour or any other cause outside of the Seller’s control, the time for delivery shall be extended until the cause for delay has ceased. Delivery shall be deemed to have taken place when the goods are despatched from the Seller’s works.

4.7. The risk in the goods passes to the Purchaser on despatch notwithstanding any subsequent return or retaking by the Seller and Section 20(2) of the Sale of Goods Act 1979 shall not apply. The Purchaser should therefore take all necessary steps to insure appropriately.

4.8. The Seller shall not be liable for any loss of any kind to the Purchaser arising from any damage to the Goods occurring after the purchaser has taken possession, however caused, nor shall any of the Purchaser’s liabilities to the seller be diminished or extinguished by reason of such loss. The Seller may at its option cancel or suspend (or suspend and later cancel) all further deliveries under the contract in the event of default by the Purchaser in making any payment due hereunder or under any other contract between the Seller and the Purchaser.

4.9. Packaging and mode of dispatch will be at the sole discretion of the Seller. Where goods are damaged or lost in transit, the Seller will as appropriate at its discretion repair or replace these free of charge provided that the Seller and the carrier receive written notification within 5 days.

4.10 Goods alleged to be damaged in transit will under no circumstances be replaced or repaired free of charge after their unqualified acceptance by the Purchaser.

4.11 Errors and shortfalls must be notified immediately on receipt of the goods quoting any reference and delivery note numbers

5. Payment terms
5.1 Payment shall be strictly 30 days from invoice

5.2 Overdue accounts . Overdue accounts shall attract interest at the rate of 3% over Barclays’ base rate accruing daily. Late payment may incur loss of any previously agreed discounts. The Purchaser shall pay all accounts in full and not exercise any rights of set off or counter claim against invoices submitted.

5.3 For Carbon Trust Purchasers, installations will not commence until goods have been paid for in full.

6. Installation of Goods
6.1. The Seller’s conditions of installation and assembly shall apply to any arrangement for the Seller to install the goods at the Purchaser’s premises.

6.2. Unless otherwise agreed in writing, by the Seller’s authorised representative, the Purchaser shall settle all accounts within the terms stated in the quotation.

7. Title
7.1. Notwithstanding any agreed terms of payment, the legal title to and equitable ownership of goods sold by the Seller shall not pass to the Purchaser until all monies owed by the Purchaser to the Seller have been paid in full. Until such time, the Seller shall have the right to trace the proceeds.

7.2. Until title has passed, the Purchaser shall ensure that the Seller’s goods, wherever situated are readily identifiable as the Seller’s goods.

7.3. If the goods are incorporated or used in other goods, the Purchaser shall continue to hold the Seller’s goods in a fiduciary capacity and the Seller shall be entitled to trace the proceeds of sale of the goods

7.4. The Purchaser may agree to sell the Seller’s goods whether as such or incorporated with others subject to the following express provisions

7.4.1. The Purchaser shall expressly account to the Seller for all proceeds of sale of the goods and shall hold on trust for the Seller part or all of the proceeds of such sale equal to the amount owed by the Purchaser to the Seller for all goods which the Seller has sold to the Purchaser, this amount always being held separate from other monies and not paid into an overdrawn bank account.

7.4.2. In each sale, the Purchaser shall notify it’s purchaser that the Seller remains the legal owner of the goods and the Seller reserves the right to label the goods accordingly.

7.4.3. If the Purchaser’s debt to the Seller remains outstanding, the Seller has the right to require the Purchaser to assign to the Seller any claims which it holds against its’ purchaser.

7.5. In the event of Insolvency of the Purchaser, the Seller’s consent to the Purchaser’s possession of the goods is immediately withdrawn, and the Purchaser shall not sell or install the goods until the Seller has received payment in full of all monies outstanding.

7.6. Until title has passed, the Seller, without prejudice to any rights or recourse open to it shall be entitled forthwith to re-possess and re-sell all or any part of the goods and for this purpose the Purchaser grants irrevocable rights of license to the Seller and its agents to enter the Purchaser’s premises and any other place of storage with or without vehicles during business hours.

8. Cancellation and Returns
8.1. The Purchaser may not cancel or vary the contract or any part thereof without the consent of the Seller. Cancellation and returns if agreed shall be on the express condition that the Purchaser shall indemnify the Seller against all loss. In the event of the return of re-saleable goods, the indemnity shall be calculated at a rate equivalent to 15% of invoice value excluding VAT.

9. Guarantee
9.1. The Purchaser shall carry out a thorough inspection of the goods on receipt thereof, and report within 3 days of receipt, any defects, which may be apparent from such an inspection.

9.2. In the case of defects apparent within the following 12 months, the Purchaser must give written notice to the Seller, who, in the case of components or products manufactured by a third party but supplied by the Seller as part of a contract order, the Seller will assign to the Purchaser its rights against its supplier and these rights shall be taken in extinction or substitution for any rights which the Purchaser would otherwise have had against the Seller.

9.3. The liability of the Seller under this guarantee shall be limited to the invoice value of the components replaced or repaired and the Seller shall not be liable for any consequential loss or damage howsoever arising. It shall be the duty of the Purchaser to insure against such loss and to hold the Seller harmless therefore.

10. Law
10.1. The Contract shall in all respects be governed by and construed in accordance with English Law and the English Courts shall have exclusive jurisdiction.




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