- DEFINITIONS AND INTERPRETATION
* Company: Elite Contract Furniture Ltd (Elite). A limited company registered in Scotland with company number SC668234 whose registered office is 2 – 6 Earl Haig Road, Hillington Park, Glasgow, G52 4JU.
* Business Day: a day (other than a Saturday, Sunday or public holiday).
* Contract: the contract between Elite and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
* Customer: the person or firm who purchases the Goods.
* Force Majeure Event: an event or circumstance beyond a party’s reasonable control
* Goods: the goods (or any part of them) set out in the Order.
* Services: delivery and/or installation of the Goods as may be provided as part of the Contract.
* Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form or the Customer’s written acceptance of Elite’s quotation. The Order will confirmed through a Sales Order Confirmation
* Specification: any specification for the Goods, including any technical specification or technical references
* Losses: all any foreseen and unforeseen liabilities, costs, expenses, damages and losses (including direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses)
- 2. ORDERS
2.1 The Order is issued subject to these Conditions, which govern both the Order and all business dealings between Elite and the Customer relating to the Order.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Elite issues Sales Order Confirmation of the Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 A quotation for the Goods given by Elite shall not constitute an offer. A quotation shall only be valid for a maximum period of 30 Days from its date of issue.
2.6 The Company reserves the right, by giving notice to the Customer at any time before uplift, delivery of the Goods and/or performance of the Services, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, such as any foreign exchange fluctuation, currency regulation, alteration of duties, any increase in the costs of labour, materials, transportation or other costs of production, any change in delivery or performance dates, quantities or specifications for the Supplies.
- 3. LITERATURE
3.1 Brochures, price lists, any description on the websites and Specifications provided to the Customer by Elite whether in printed or electronic form shall remain the property of Elite at all times and are not to be reproduced by any means without written approval.
3.2 Elite shall not be held responsible for any errors or omissions in said brochures, price lists, websites and Specifications.
3.3 Any brochure, price lists and Specifications or advertising produced by Elite and any descriptions or illustrations contained in Elite’s brochures or websites are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
- 4. SPECIFICATION OF GOODS
4.1 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Elite against all Losses suffered or incurred by Elite in connection with any claim made against Elite for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Elite’s use of the Specification. This clause shall survive termination of the Contract.
4.2 Elite reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. Any amendment and/or additional costs will be notified to the Customer before changes are made.
4.3 Any alternations to the specification may change any previously agreed timescales. New timescales will be notified to the Customer. Elite shall not be liable to any Losses due to a change in specification.
- 5. CUSTOMERS OWN MATERIAL (COM)
5.1 Where the Customer provides any fabric to the Company for use in the production of the Goods, the Customer acknowledges that:
(a) the Customer shall be solely responsible for providing the Company with a sufficient quantity of fabric in the relevant roll lengths/cuts required to produce the Goods
(b) ensuring that the fabric is suitable for the use for which it is intended and to provide the relevant fire retardant certificates on request before the start of manufacture;
(c) any excess amount of fabric provided by the Customer cannot be returned to the Customer unless specified upon Order;
(d) the Company reserves the right to reject any fabric supplied by the Customer if the Company deems the fabric to be unsuitable for use in production; and
(e) the Company shall not be liable for any adverse change in the condition of certain sensitive fabrics during production, including silks, velvets and leathers.
5.2 All COM shall be delivered to the Company in such timescales as requested. Failure to deliver any COM in time, either through fault of the Customer, COM supplier or a carrier company may lead to delays in Goods being delivered. The Company shall not be liable to any Customer Losses due to the delay of COM.
- 6. DELIVERY AND INSTALLATION SERVICES
6.1 The delivery Service offered by the Company shall be specified in the Sales Order Confirmation.
6.2 Whilst the Company will use its reasonable endeavours to provide the Goods in accordance with the Customer’s requirements, any delivery or performance dates given by the Company are only an estimate and the Company shall not be liable for any delay nor for any Losses of any delay in the provision of the Supplies howsoever or by whomsoever caused.
6.3 The Company may deliver the Goods by separate instalments and perform the Services in separate tranches. Each separate instalment or tranche shall be invoiced and paid for in accordance with the provisions of the Contract.
6.4 If delivery involves difficult access to or at the Delivery Point and/or the Delivery Point is located at a substantial distance from any feasible vehicular access point, the Company reserves the right to levy an extra delivery charge.
6.5 If for any reason the Customer fails to accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, the Company will charge the Customer an abortive delivery charge and:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including storage and insurance); or
(d) sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale the Goods), charge the Customer for any shortfall below the price of the Goods.
6.6 Without prejudice to the provisions of clause 5.5, upon request by the Customer the Company will, without charge, store the Goods for up to 4 weeks following the completion of manufacture of the Customer’s order. The Company thereafter reserves the right to apply a discretionary charge for ongoing storage. This will be calculated at a rate of 3% of the Contract price per calendar month and pro-rata for any days or weeks within a monthly cycle, up to the delivery date of the Goods.
6.7 Should the delivery location be hazardous, dangerous or blocked the Company reserves the right to stop the delivery and bring the Goods back to the Company warehouse where a redelivery charge may be applied.
6.8 Failure to notify the Company personnel or designated carriers of any defect shall be deemed acceptance of the Goods and the Company shall have no liability to the Customer.
7.1 No order of the Customer which has been accepted by the Company pursuant to clause 2.3 may be cancelled, varied, altered or deferred by the Customer, except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all Losses incurred by the Company as a result of cancellation, variation, alteration or deferment as aforesaid.
7.2 In any instance where the Company accepts any cancellation request, the Company reserves the right to impose a restocking charge in such an amount as may be reasonably determined by the Company.
8.1 Unless otherwise agreed in writing by the Company, 100% of the Contract price shall be payable upon the Company’s acceptance of the Customer’s order. The time of payment of the price shall be of the essence of the Contract.
8.2 All payments shall be made without any deduction, withholding or set-off.
8.3 Failure by the Customer to pay any invoice by its due date shall entitle the Company:
(a) at its option, to charge interest at the rate of five percent (3%) per annum above Lloyds Bank plc’s base lending rate from time to time calculated on a daily basis (whether before or after any judgment) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
(b) to charge the Customer with any costs incurred by the Company in the course of collecting outstanding monies due to the Company from the Customer;
(c) to suspend any warranty for the Supplies or any other goods or services supplied by the Company to the Customer, whether or not they have been paid for;
(d) to appropriate any payment made by the Customer to such of the Supplies as the Company may think fit;
(e) to set off any amount owed by the Company to the Customer against any amount owed by the Customer to the Company on any account whatsoever;
(f) to terminate the Contract, or suspend or cancel any future delivery of Goods and/or performance of Services; and
(g) to cancel any discount or special terms (if any) offered to the Customer.
8.4 The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
9 RISK AND TITLE TO GOODS
9.1 The risk in the Goods passes to the Customer upon delivery.
9.2 Notwithstanding the passing of risk, property in the Goods shall remain vested in the Company and shall only pass from the Company to the Customer upon full payment being made of all sums due to the Company from the Customer in respect of those Goods.
9.3 If the Goods are sold by the Customer to a third party who then has a valid title to the Goods the Customer shall be the trustee for the Company of the proceeds of such sale or to the claim for such proceeds and the Customer shall place such proceeds in a separate bank account and the Company’s rights under this sub-clause shall attach to the proceeds of such sale and nothing shall constitute the Customer the agent of the Company for the purposes of any such sub-sale.
9.4 Unless and until payment in full is received the Company may at any time repossess the Goods and enter the Customer’s premises and remove the Goods (and dispose of the same as it may decide) and the Customer shall keep such Goods as fiduciary agent and bailee for and on behalf of the Company and shall keep such Goods separate and identifiable for this purpose.
- 10. QUALITY AND INITIAL DEFECTS
10.1 The Company warrants that on delivery, the Goods shall:
(a) conform in all material respects with their description and any applicable Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
10.2 The Customer shall have no claim in respect of any breach of the warranty in clause 10.1 which should have been apparent on a reasonable visual examination of the Goods unless the conditions in clause 10.4 are satisfied.
10.3 The conditions are that:
(a) the delivery note for the Goods is qualified by a remark that there is a defect, and
(b) the claim is made to the Company in writing within one day of delivery in the case of damage or incorrect Goods or three days of delivery in the case of shortages.
10.4 Subject to clause 10.3, if:
(a) The Company is given a reasonable opportunity of examining such Goods; and
(b) Repair or replace the defective Goods within a reasonable timescale, or refund the price of the defective Goods in full.
10.5 The Company shall not be liable for the Goods’ failure to comply with the warranty set out in clause 10.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 10.2;
(b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same, including regular checking of all fixings on assembled product;
(c) the defect arises as a result of the Company following any instructions, drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Company; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
10.6 Except as provided in this clause 10, THE Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 10.1.
- 11. LIMITATION OF LIABILITY
11.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these Conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect, special or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
- 12. INDEMNITY
12.1 The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities to the extent that any such liabilities arise directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.
- 13. FORCE MAJEURE
The Company reserves the right to defer the date of provision of the Order, or to cancel the Order or reduce the volume of the Order ordered by the Customer (without liability to the Customer) if it is prevented from, or delayed in, the carrying on of its business (wholly or in part) due to circumstances beyond the reasonable control of the Company including Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers, or any inability or delay in obtaining supplies of adequate or suitable materials, or the failure or demise of any source of supply.
14.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.1 Any notice approval or other communication to be given hereunder either to the Company or to the Customer shall be delivered or sent by first class post to the Company at its registered office or to the Customer at the address on the order. Any such notice approval or other communication shall be deemed to have been served if delivered at the time of delivery of if posted at the expiration of 48 hours after the envelope containing the same shall have been out into the post and in proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such was properly addressed and posted as a pre-paid first class recorded delivery letter.
- 16. LEGAL INTERPREATION
16.1 Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
- SEVERANCE AND WAIVER
17.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17.2 Failure or neglect by the Company to enforce at any time any of the terms and conditions shall not be construed as nor be deemed to be a waiver of the Company’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of these terms and conditions and the Company’s right to take subsequent action shall not be prejudiced thereby.
2023 August Giveaway – Giveaway rules must be followed as stipulated on the official @EliteContractFurniture1954 instagram account including share, like and follow. The winner will be selected through the entry of all eligable names into wheelofnames.com. The winner will then be contacted and asked to supply their UK postage address. Postage is free where a UK address is provided. Entrants with an address outwith the UK will be deemed invalid.