ELLIOTT BROTHERS LIMITED – CONDITIONS APPLICABLE TO ONLINE B2B SALES 

 

1. ABOUT US 

1.1 Company details. Elliott Brothers Limited (company number 02511005) (we, our and us) is a company registered in England and Wales and our registered office is at Millbank Wharf, Northam, Southampton, SO14 5AG. Our main trading address is Millbank Wharf, Northam, Southampton, SO14 5AG. Our VAT number is 188094132. We operate the website Elliotts.uk (site). 

1.2 Contacting us. To contact us telephone our customer service team on 02380 385 368 or email [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 14.2. 

 

2. OUR CONTRACT WITH YOU 

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing. 

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. 

2.3 Language. These Terms and the Contract are made only in the English language. 

 

3. PLACING AN ORDER AND ITS ACCEPTANCE 

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms. 

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate. 

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4. 

3.4 Accepting your order. We will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between you and us will only be formed when we send you the Dispatch Confirmation. 

3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible. 

 

4. OUR GOODS 

4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images. Further, due to the variability of natural resources and materials, the finish and features of some of our Goods may vary from images shown and also from item to item. 

4.2 The packaging of your Goods may vary from that shown on images on our site. 

4.3 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement. 

 

5. DELIVERY, TRANSFER OF RISK AND TITLE 

5.1 We will contact you with an estimated delivery date but time for delivery shall not be of the essence of the Contract. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens. 

5.2 Delivery is complete once the Goods have arrived at the address for delivery set out in your order, ready for unloading and the Goods will be at your risk from that time (or from the time you refuse to accept delivery, if earlier). You are responsible for providing the necessary labour to unload and stack the goods. If Goods are delivered to a construction site (or similar) our obligation is limited to delivery to a point on a safe, hard road as near as reasonably possible to such site. 

5.3 We are authorised to send the Goods to you by way of an independent carrier and delivery of the Goods by us to an independent carrier shall be deemed delivery to you. 

5.4 You shall notify us as soon as reasonably practicable of any alleged damage or shortage on delivery and in the case of delivery by an independent carrier shall notify the carrier within the period required by its condition of carriage. Defects, damage or shortage in respect of any part of an order shall not be ground for cancellation of the remainder of the order. 

5.5 Where you are charged extra for returnable packages and these are returned in good condition with carriage paid they will be credited to your account. 

5.6 You own the Goods once we have received payment in full, including all applicable delivery charges.  

5.7 For credit accounts, title to the Goods shall not pass to you until we have received payment in full for the Goods (and any other goods that we have supplied to you under such credit account in respect of which payment has become due). 

5.8 Until title to the Goods has passed to you, you shall: 

(a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property; 

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;  

(d) give us such information as we may reasonably require from time to time relating to the Goods and your ongoing financial position; and 

(e) be entitled to resell or use the Goods in the ordinary course of business but shall account to us for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds and shall keep all proceeds separate from any of your monies or property (or that of any third party) and in the case of tangible proceeds, properly stored, protected and insured. 

5.9 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property. 

5.10 At any time before title to the Goods passes to you, we may require you to deliver up all Goods in your possession (that have not been irrevocably incorporated into another product) and if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them. 

5.11 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods. 

5.12 You shall be liable to pay storage charges at the rates we specify from time to time, in the event we have to retain the Goods due to your refusal to accept delivery. 

5.13 If you fail to take delivery within 5 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods. 

5.14 Subject to your remedies pursuant to these Terms, acceptance shall be deemed to have taken place unless we receive written notice to the contrary within seven working days after the date of delivery. 

 

6. NO INTERNATIONAL DELIVERY 

6.1 Unfortunately, we do not deliver to addresses outside the UK. 

6.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK. 

 

7. PRICE OF GOODS AND DELIVERY CHARGES 

7.1 The price of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the price of the Goods is correct at the time when the relevant information was entered onto the system. However, please see clause 7.5 for what happens if we discover an error in the price of Goods you ordered. 

7.2 Prices for our Goods may change from time to time and we reserve the right to amend prices in the event of any increase in transport costs, wages, manufacturer’s costs or the cost of materials and this provision shall take effect up until the date of delivery. 

7.3 The price of Goods excludes VAT, import duties or any other Revenue charges (where applicable) at the applicable current rates chargeable in the UK for the time being. However, if these rates change between the date of your order and the date of delivery, we will adjust the amount you pay us. 

7.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.  

7.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that: 

7.5.1 where the Goods' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and 

7.5.2 if the Goods' correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid. 

 

8. HOW TO PAY 

8.1 You can pay for Goods using a debit card or credit card or by using the credit facility on your trade account (if applicable).  

8.2 Payment for the Goods and all applicable delivery charges is in advance and we will charge your debit card or credit card at the time of purchase of the Goods, except where a credit account is utilised, in which case you will be charged as per the terms of your agreed credit facility with us. Time for payment shall be of the essence of the Contract.  

8.3 Please note that we reserve the right to withdraw credit terms at any time, in our sole discretion, and serve notice upon you requiring payment for the Goods to made forthwith and in advance and if you fail to comply with such notice within a period of 7 days, then we shall be entitled to (but not bound to) treat the Contract as discharged and notify you in writing whereupon any Contract between us shall be deemed to have been discharged and any part payment made by you shall be returned and neither party shall have any further liability to the other. 

8.4 Unless otherwise agreed, payment on trade accounts shall be made in full on or before the last day of the month following that in which the Goods are delivered or made available for collection.  

8.5 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under the Contract you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 

8.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

 

9. MANUFACTURER'S GUARANTEE 

Some of the Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods. 

 

10. OUR WARRANTY FOR THE GOODS 

10.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK. 

10.2 You shall be responsible for ensuring that any Goods supplied comply with any relevant planning laws or regulations, codes of practice, building regulations or any other statutory trade or local requirement and we give no warranty or representation as to compliance with any such requirement. 

10.3 You shall satisfy yourself that Goods ordered are suitable and fit for purpose for which you require them and you shall be deemed to not be relying upon our judgement as to fitness of the Goods for your purpose unless we otherwise agree in writing. 

10.4 Any samples submitted are intended to give an approximate idea of general quality and no condition or warranty is given or implied that the Goods will in all respects correspond to sample. 

10.5 We provide a warranty that on delivery, the Goods shall: 

10.5.1 subject to clause 4, conform in all material respects with their description; and 

10.5.2 be free from material defects in design, material and workmanship; and  

10.5.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). 

10.6 Subject to clause 10.7, if: 

10.6.1 you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.5; 

10.6.2 we are given a reasonable opportunity of examining the Goods; and 

10.6.3 we ask you to do so, you return the Goods to us at your cost, 

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 

10.7 We will not be liable for breach of the warranty set out in clause 10.5 if: 

10.7.1 you make any further use of the Goods after giving notice to us under clause 10.6; 

10.7.2 the defect arises as a result of us following any drawing, design or specification supplied by you; 

10.7.3 you alter or repair the Goods without our written consent; 

10.7.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 

10.7.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 

10.8 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 10.5 to the extent set out in this clause 10. 

10.9 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 

10.10 These Terms also apply to any repaired or replacement Goods supplied by us to you. 

10.11 Please see here for further details regarding our returns and refunds policy for business customers. 

 

11. TERMINATION 

11.1 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if: 

11.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of being notified in writing to do so; 

11.1.2 you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business; 

11.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or 

11.1.4 your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy. 

11.2 Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between us if you become subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or we reasonably believe that you are about to become subject to any of them, or you fail to pay any amount due under this Contract on the due date for payment. 

11.3 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the you if you fail to pay any amount due under the Contract on the due date for payment. 

11.4 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt. 

11.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect. 

 

12. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 

12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

12.2 Nothing in these Terms limits or excludes our liability for: 

12.2.1 death or personal injury caused by our negligence; 

12.2.2 fraud or fraudulent misrepresentation; 

12.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or 

12.2.4 any other liability that cannot be limited or excluded by law. 

12.3 Subject to clause 12.2, we will under no circumstances be liable to you for: 

12.3.1 any loss of profits, sales, business, or revenue;  

12.3.2 loss or corruption of data, information or software;  

12.3.3 loss of business opportunity;  

12.2.4 loss of anticipated savings;  

12.2.5 loss of goodwill; or 

12.3.6 any indirect or consequential loss. 

12.4 Subject to clause 12.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods. 

12.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes. 

 

13. EVENTS OUTSIDE OUR CONTROL 

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). 

13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: 

13.2.1 we will contact you as soon as reasonably possible to notify you; and 

13.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. 

13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges. 

 

14. COMMUNICATIONS BETWEEN US 

14.1 When we refer to "in writing" in these Terms, this includes email. 

14.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email. 

14.3 A notice or other communication is deemed to have been received: 

14.3.1 if delivered by hand, at the time the notice is left at the proper address; 

14.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or 

14.3.3 if sent by email, at 9.00 am the next working day after transmission. 

14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 

14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 

 

15. YOUR PERSONAL DATA 

See our Privacy Policy for full details of how we process your data. 

 

16. GENERAL 

16.1 Assignment and transfer. 

16.1.1 We may assign or transfer our rights and obligations under the Contract to another entity. 

16.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing. 

16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). 

16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you. 

16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 

16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms. 

16.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.