The term ‘Elite Balustrade’, ‘Elite Balustrade Systems’, Elite Balustrade Systems Ltd.’ or ‘Elite Outdoor Living’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Unit 23 Mitton Road Business Park, Mitton Road, Whalley Clitheroe BB7 9YE. Our company registration number is for Elite Balustrade Systems Ltd. is 11711934. The term ‘you’ refers to the user or viewer of our website.
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These terms and conditions (“the Conditions”) shall form part of and govern any contract (“the Contract”) resulting from any invoice including the invoice of which these conditions form part (“the Invoice”) issued by Elite Balustrade Systems Ltd (“the Company”) under its trading styles known as “Elite Balustrade Systems” & “Elite Outdoor Living” to any person, firm, company, governmental or other authority (“the Buyer”) for any of the company’s goods (“the Goods”).
No variation or waiver of these Conditions or of the Contract shall be binding upon the Company unless the same has been agreed by the Company in writing and signed by a duly authorised officer of the Company.
The Company reserves the right to correct any typographical or clerical errors in quotations, specifications or the Invoice.
Information contained in catalogues, brochures quotations or any other publicity literature is only given as an approximate estimate and may be varied or amended by the Company at any time without notice.
The Buyer’s Order shall be deemed to incorporate these Conditions. If the Buyers Order states any condition or term not specifically included herein it shall not be deemed to be accepted by the company unless and until confirmed in writing by an authorised representative of the company.
Where the Buyer wishes to purchase Balustrade Kits, Juliet Balconies or Canopies from the company the following procedure shall apply:
After receipt of the Buyer’s Order the company will liaise with the Buyer and produce specific drawings for authorisation and signature by the Buyer;
The Buyer will sign the drawings thereby confirming that the Buyer has checked all the information & specifications to confirm they are correct and satisfactory and conform to their requirements – material, structural and legal;
No alteration or change can be accepted on the drawing/s. Any amendment must be incorporated into the drawing/s and resubmitted for signature;
Once approved drawings cannot be altered and manufacture will be deemed to have taken place per the drawings. Any alteration will require a new Buyer Order.
All patterns, drawings, designs, samples and specifications submitted by the Buyer (and all intellectual property rights in the same) will, unless agreed otherwise, be the property of the company.
The company will confirm to the Buyer the amount of any increase in the company’s prices, necessary to comply with the Buyer’s specifications. Quantity increases whether in number of units or size shall be deemed to increase in a proportionate rate to the prices on the Buyers Order without the need of resubmitting a new Buyers Order for confirmation.
The Company Will be under no liability for, and the Buyer will fully indemnify the company against, any awards, costs, claims, damages, demands, expenses, losses, or other liabilities ( howsoever incurred) which arise in respect of; a) any and all infringement of any intellectual property rights of any third party which may arise as a result of the company supplying Goods (or Services) which conform with such specifications of the Buyer as are submitted and agreed in accordance with this Clause; and: b) any errors in Goods which conform with samples previously approved or accepted by the Buyer.
All offers to supply goods from stock are subject to the Goods being unsold at the time of receipt by the Company of the Purchaser’s order.
The price of Goods shall be the price on the Buyers signed Order.
All Prices are:
Supply only : Are Exclusive of Vat or other turnover tax : Are subject to alteration without notice : Are valid for 30 days from quotation unless otherwise agreed.
Any orders less than £500 shall be paid in full prior to supply. All order over this value a deposit shall be required of a minimum of 50% of the total invoice price. All outstanding balances must be paid prior to supply/collection of the Goods.
In the event of cancellation of the order by the Buyer on less than 14 days notice prior to delivery the Buyer will forfeit the deposit or if no deposit has been paid will be invoiced up to half (1/2) of the invoice price by the Company.
Despatch times specified on the order confirmation are given by way of estimate only and in no circumstances shall the Company be liable for any delay in transit or for consequential loss arising to the Buyer or third parties as a result there thereof once the Goods have been collected by or despatched to the liable at all if the Goods shall not have been in its possession or control at any time and the Buyer shall not be entitled to reject the Goods nor withhold payment by reason of the Company’s failure to meet a delivery date.
The Company reserves the right to delay or suspend deliveries if the Buyer fails to observe the payment terms in the Conditions or if the Buyer fails to supply relevant technical commercial information and documents or information required to the Company in time to meet the Delivery Date or fails to obtain any required official or third party consents necessary for execution of delivery.
The Company may undertake in writing, in certain cases to do its utmost to comply with a certain delivery date but even in these cases any liability of the Company and any agent of the Company shall be excluded in the event of force majeure or legislation, decrees or orders of any government or country, the Company shall be prevented from fulfilling its obligations then it may give notice thereof to the Buyer and its obligations under the contract/
The Company shall at all times have the right to make delivery of the goods by one or more instalments. The non-delivery of one instalment does not give the right to the Buyer to refuse the delivery of the rest of the instalments agreed.
The Company reserves the right to deliver 10% more or less, as regards quantity or weight, than the Goods ordered by the Purchaser and the price payable by the Purchaser shall depend on the actual quantity or weight delivered.
If the Buyer refuses or fails to take delivery of the Goods strictly in accordance with the Contract, the Company shall store the Goods at the cost and risk of the Buyer for a period of two weeks during which time the Goods shall remain available for collection by the Buyer from the place at which they are stored. All costs incurred by the Company as a result of any such refusal of failure to take delivery shall be for the account of the Buyer. If the Buyer fails to take delivery of the Goods within the said period of two weeks, the Company shall have the right either to require immediate performance of the agreement or to declare the agreement terminated without prejudice to any right to claim damages from the Buyer.
If the Buyer succeeds in a compensation claim for late or non-delivery any damages shall be limited to 1½% of the Invoice Price for each full week of delay, but in any event the total compensation may not exceed 5% of the value of the relevant delivery.
Carrier freight and insurance will be at the cost of the Buyer and any liability of the Company is excluded in this respect although the Company may agree to submit a claim on behalf of the Buyer.
The Buyer will inspect the goods on delivery and sign an acceptance or delivery note endorsing theron a full note of any shortage or damage. Such signature shall be conclusive evidence that the goods are of the correct quantity and free from reasonable apparent defects and damage except for set out in such endorsement.
Any claim in respect of defects or shortcomings in the Goods supplied that was not apparent on receipt the buyer must notify the Company in writing within three days after delivery of the Goods. The right to make any such claim will lapse automatically on the expire such period. Damaged goods must be returned to the Company before replacement will be considered. Agreement and a Goods Return number must first be obtained from the Company before any Goods are returned.
Slight deviations in colour and or dimensions or weight shall under no circumstances be the subject to any such claim.
Any Defects found in part of the Goods shall not entitle the Buyer to reject the remaining Goods which are the subject of the Contract.
If the Buyer disposes of the Goods to a third party the Buyer shall cease to be entitled to pursue any claim even if the claim was lodged prior to such disposal.
The Company may require to inspect the Goods. If Goods are returned or exchanges purport to be effected without the Company’s permission, the costs including incidental thereto shall be for the account of the Buyer and in such case the Company shall have the right to store the returned Goods at the account and risk of the Buyer. The return of Goods to the Company under this clause shall not release the Buyer from its obligation to make payment therefore unless the Company accepts the existence of a defect by issuing a credit note.
Where the Company accepts liability in respect of a claim for return of the Goods its only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any Goods found to be damaged or defective and/or to credit the cost of such Goods in favour of the Buyer.
Where the Company has supplied products manufactured or engineered by another supplier the Company undertakes to transfer to the Buyer the warranties received for such a product. When goods are agreed for return, the Buyer shall pay a handling and restocking charge to cover administration and inspection charges involved in inspecting the Goods back to stock. The charge will be subject to variation without notice but is currently 15% of the invoice value of Goods or a minimum charge of £30.00 in addition to any delivery or collection costs. Non-standard products (as supplied in accordance with Clause 3) cannot be accepted for return unless otherwise agreed in writing by the Company. The Buyer is responsible for the safe return of the Goods in an undamaged state. Damaged Goods cannot be returned or accepted.
Title to Goods shall not pass to the Buyer until the payment in full for those Goods has been made. In the case of delivery by instalments, where payment in full has been made for the relevant instalments.
The Company reserves the right of immediate re-possession of any Goods to which it has retained title, the Buyer hereby grants an irrevocable right and license to the Company employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours.
All risks in the goods shall pass to the Buyer on delivery but the legal and beneficial title to the goods shall not pass to the Buyer until all monies owed by the Buyer to the Seller have been paid in full.
The assessment of the Goods’; suitability, quality and fitness for purpose is the Buyer’s responsibility irrespective of any specifications, formulations, data, literature and statements as to content, suitability, performance or otherwise, issued, and description and samples given, by the Company.
Goods are supplied on condition that the Buyer undertakes at all times to take notice of and comply with (and draw to third parties’ attention and require them to take notice of and comply with) all instructions and recommendations issued with or contained on or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to installation, use, maintenance, cleaning and otherwise. For the avoidance of doubt, where the Goods comprise internal or external Balustrades, the Buyer shall be responsible for ensuring that such equipment is properly installed by a qualified individual. Where the Goods comprise internal or external lighting or involve electrical connections, the Buyer shall be responsible for ensuring that such equipment is properly installed by a qualified electrician Where the Buyer carries out or procures installation, The Company Shall not be liable to the Buyer or any third party for any loss or damage which arises from the installation and/or use of such equipment.
All sizes, colours, finishes and any other descriptions or specifications published in any brochures, promotional or other information published in any medium are as accurate as possible within normal manufacturing tolerances and, in keeping with its policy of continual development, The Company reserves the right to alter such specifications and to supply Goods to the Buyer reflecting such altered specifications without prior notice to the Buyer provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle a Buyer to cancel an order, return Goods or claim compensation.
Timber will be chosen to match as accurately as possible. However the Buyer recognises and acknowledges that, if different base timbers are used or if woods of differing ages are utilized there may be a variance of grain pattern which gives a slight difference of colour when stained or treated.
The Buyer shall be responsible for ensuring the suitability of any installation advice given by the Company.
Any typographic, clerical or other error or omission in sales literature, quotation or price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. Subject as hereinafter provided the Company shall be under no liability of whatsoever kind howsoever caused whether or not due to the negligence or wilful default of the Company or its servants or agents arising out of or in connection with the Contract. All conditions warranties or other terms, whether express or implied, statutory or otherwise, shall be hereby expressly excluded provided that nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents.
The Company shall not become liable to the Buyer by reason of any contemporaneous agreement the Buyer has with its customers or with the Company’s suppliers unless the Company has expressly accepted the same in writing.
Where the Company undertake work or provides labour (which may be sub-contract) at the Buyers works or elsewhere (not in their exclusive occupation) the Buyer shall indemnify the Company against all liability (including without limitation in respect of employee or other third party claims) arising directly or indirectly from defects in or unsuitability of the works or site or of materials (other than that provided by the Company) Or from negligence or breach of statutory duty of the buyer or his/her employees or any third party (other than the Company’s employees) and howsoever arising.
Where the Company install, maintain, repair or test any Goods the Buyer shall bear the total cost and provide (at the Buyers expense) all relevant information and such facilities as the Company May require.
The Buyer shall be responsible for ensuring compliance with all statutory requirements and third party rights in connection with the siting, installation, erection and use by the Company Of Goods, or the provision by The Company Of Services, to the Buyers order and shall indemnify the Company accordingly.
All intellectual Property Rights in relation to the Goods and the Services, Design Software & Designs, data sheets, packaging and literature shall remain the property of the Company and no license (except as to the use for which their Goods or Services and supplied) shall be implied.
The Buyer or his/her agents shall not at any time alter or deface the Company’s name, logo or trademarks or contrast them with any other mark likely to cause confusion.
The Buyer warrants that all designs, provided by the Buyer for the Company to manufacture in accordance with, are the intellectual property of the Buyer or an adaptation of a standard design with the original manufacturer’s consent. The Buyer will indemnify the Company against any costs or claims for breach of any third party intellectual property rights.
If any claim is made against the Buyer that the goods or Services infringe or that their use or resale infringes the Intellectual Property Rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Company shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that;
The Company Shall not be liable for loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss(whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever (how so ever caused) which arise out of or in connection with such a claim;
The Company is given full control of any proceedings or negotiations in connection with any such claim;
The Buyer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Company (Which shall not be unreasonably withheld);
the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
The Company Shall be entitled to the benefit of, and the Buyer shall accordingly account to the Company For, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
without prejudice to any duty of the Buyer at common law, The Company Shall be entitled to require the Buyer to take such steps as the Company May reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Company Is liable to indemnify the Buyer under this clause.
The Company warrants Goods will conform in all material respects to their specification and will be free from defects in design, material and workmanship under normal conditions of use for a period of 12 months from the date the date of their initial use or 12 months from delivery, whichever is the first to expire provided that the defect is not attributable to fair wear and tear or any fault or damage arising from impact, modification, accident, neglect, abnormal working conditions, inappropriate working conditions, inappropriate use or treatment, inappropriate installation, inappropriate use of fixings or fixing or incorrect handling or exposure to such other substances as may be injurious to such materials.
The Company shall not be liable for a breach of warranty if:
If delivery is not refused, and the Buyer does not notify the Company within the time limit as stated in Clause 6, the Buyer is not entitled to reject the Goods and the Company Shall have no liability for any defect or failure which was reasonably apparent upon inspection, and the Buyer shall be bound to pay the total invoice price as if the Goods had been delivered in accordance with the Contract. In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure, which is so slight that it would be unreasonable for him to reject them.
Glass shall not be rejected unless inspected in line with the GGF Guidelines listed below;
What to expect:
Flat transparent glass, including laminated or toughened (tempered) glass is acceptable if the following are neither obstructive nor bunched:
The Company sole liability for breach of the warranty set out above shall be at the Company’s option to repair or replace defective Goods, or to refund the contract price or relative part therof. If the Company complies with these conditions it shall have no further liability for breach of the warranty in respect of such Goods.
Any Goods replaced by the Company will belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period. Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
The Company shall not be liable for any loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss (whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever and howsoever caused which arise out of or in connection with the contract.
Without prejudice to the other provisions of this clause the Company’s liability under the contract in respect of any breach of contract, negligence or otherwise, shall not exceed the price paid by the Buyer for the Goods.
The Contract shall be governed in all respects by the Law of England, Northern Ireland, Scotland and Wales and the Company and the Buyer hereby irrevocably submits to the exclusive jurisdictions of the English Courts.
Elite Balustrade Systems Ltd
Unit 23 Mitton Road Business Park