Terms and Conditions of Ellis Building Products Ltd
Last Update 29/03/2018
Please read these terms of sale carefully. If you have any questions please do not hesitate to contact us.
You are asked to be familliar with these terms of sale before you place an order for products from our website.
In these terms of sale, “we” means Ellis Building Products Ltd (and “us” and “our” will be construed accordingly); and “you” means our customer or potential customer for products (and “your” will be construed accordingly).
(3) Order process
The advertising of products on our website constitutes an “invitation to treat”; and your order for products constitutes a contractual offer. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.
In order to enter into a contract to purchase products from us, you will need to take the following steps:
- You must add any the products you wish to purchase to your shopping cart, and then proceed to the checkout.
- Once you are logged in, you must confirm your order and your consent to these terms of sale.
- You will be transferred to the Sage Pay website, and they will handle your payment;
- We will then send you an initial acknowledgment.
- Once we have checked whether we are able to meet your order, we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order, give you reasons why and inform you of an approximate lead time to fulfil your purchase.
We will not file a copy of these terms of sale specifically in relation to your order. We may update the version of these terms of sale on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We therefore recommend that you print and retain a copy of these terms of sale for your records.
The only language in which we provide these terms of sale is English.
Before you place your order, you will have the opportunity of identifying whether you have made any input errors by reviewing the contents of the shopping cart. You may correct those input errors before placing your order by editing the shopping cart and updating your changes.
(4) The products
Not all of our products available from our trade counter are available to buy on-line. Products that have been selected to be sold on line are displayed on the website. Should you call us to order direct our commitment to you remains the same?.
(5) Price and payment
Prices for products are quoted on our website. The website contains a number of products and it is always possible that some of the prices on the website may be incorrect. We will verify prices as part of our sale procedures so that a product's correct price will be stated when you pay for the product.
In addition to the price of the products, you may have to pay a delivery charge, which will be as stated when you pay for the product.
Payment must be made upon the submission of your order. We may withhold the products and/or cancel the contract between us if the payment is not received from you in full in cleared funds.
Payment for all products must be made by following the instructions on the website.
Prices for products are liable to change at any time, but changes will not affect contracts which have come into force.
(6) Delivery policy
We will arrange for the products to be delivered to the address for delivery indicated in your order.
We will use reasonable endeavours to deliver products within 2 working days of the date of our order confirmation. However, we cannot guarantee delivery by the relevant date. We do however guarantee that unless there are exceptional circumstances all deliveries of products will be dispatched within 7 days after receipt of payment.
(7) Risk and ownership
The products will be at your risk from the time of delivery. Ownership of the products will only pass to you upon the later of:
(a) delivery of the products; and
(b) receipt by us of full payment of all sums due in respect of the products (including delivery charges).
Until ownership of the products has passed to you, you will possess the products as our fiduciary agent and bailee, you will store the products separately from other goods, will ensure that the products are clearly identifiable as belonging to us, and you will ensure that they are properly stored in a safe, dry and clean environment.
We will be entitled to recover payment for the products even where ownership has not passed to you.
(8) Product warranties
Product warranty is covered by the standard terms and conditions set out by the manufacturer.
(9) Returns, refunds and replacements
Products may only be returned to us with our prior agreement, at your expense, and according to our directions. Any products returned in contravention of this Section will not be the subject of any refunds or replacements and you will continue to be liable for payment of the price of such products.
Where you return products to us in accordance with the provisions of this Section, and in our reasonable opinion those products do not conform with the warranties set out in Section , then you will be entitled to replacement products (where replacements are available) or, where we agree, a refund of the price paid in respect of those products.
(10) Your Responsibilities
You warrant to us that:
(a) you are legally capable of entering into binding contracts, and you have full authority, power and capacity to agree to these terms of sale;
(b) the information provided in your order is accurate and complete; and
(c) you will be able to accept delivery of the products.
(11) Your indemnity
You hereby indemnify us and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under these terms of sale.
(12) Force majeure
In this Section  and Section  below, “force majeure event” means:
(a) any event which is beyond our reasonable control;
(b) the unavailability of raw materials, components or products; and/or
(c) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.
Where a force majeure event gives rise to a failure or delay in us performing our obligations under these terms of sale, those obligations will be suspended for the duration of the force majeure event.
If we become aware of a force majeure event which gives rise to, or which is likely to give rise to, any failure or delay in us performing our obligations under these terms of sale, we will notify you forthwith.
We will take reasonable steps to mitigate the effects of the any force majeure event.
(13) Limitations of liability
Nothing in these terms of sale will limit or exclude your or our liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter for which it would be illegal to limit or exclude, or attempt to limit or exclude, liability.
Subject to this:
(a) our liability in connection with any product purchased through our website is strictly limited to the purchase price of the relevant product and the replacement cost of the relevant product;
(b) we will not under any circumstances be liable for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data or waste of management or office time, or loss of goodwill or reputational damage; and
(c) we will not be liable for any losses arising out of a force majeure event.
(14) Contract cancellation
We may cancel a contract to supply products made under these terms of sale immediately by written notice to you if:
(a) you fail to pay, on time and in full, any amount due to us under any contract, or commit any material breach of your obligations to us under any contract;
(b) you cease to trade;
(c) you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;
(d) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
(e) the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(f) any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
(15) Consequences of cancellation
Upon the cancellation of a contract in accordance with Section :
(a) we will cease to have any obligation to deliver products which are undelivered at the date of cancellation;
(b) you will continue to have an obligation where applicable to pay for products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products); and
(c) all the other provisions of these terms of sale will cease to have effect, except that Sections [7 to 13 and 15] will survive termination and have effect indefinitely.
(16) Scope of these terms of sale
These terms of sale do not constitute or contain any assignment or licence of any intellectual property rights, do not govern the licensing of works (including software and literary works) comprised or stored in products, and do not govern the provision of any services by us or any third party in relation to the products.
(17) General terms
Images of products on our website are for illustrative purposes; actual products may differ from such images.
Contracts under these terms of sale may only be varied by an instrument in writing signed by both you and us. We may revise these terms of sale from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.
If any provision of these terms of sale is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.
No waiver of any provision of these terms of sale, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of these terms of sale.
You may not assign, charge, sub-contract or otherwise transfer any of your rights or obligations arising under these terms of sale. Any attempt by you to do so will be null and void. We may assign, charge, sub-contract or otherwise transfer any of our rights or obligations arising under these terms of sale, at any time.
Each contract under these terms of sale is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under such contracts is not subject to the consent of any person who is not a party to the relevant contract.
Subject to the first paragraph of Section : these terms of sale contain the entire agreement and understanding of the parties in relation to the purchase of products from our website, and supersede all previous agreements and understandings between the parties in relation to the purchase of products from our website; and each party acknowledges that no representations not expressly contained in these terms of sale have been made by or on behalf of the other party in relation to the purchase of products from our website.
These terms of sale will be governed by and construed in accordance with English law, and the courts of England and Wales will have [non-]exclusive jurisdiction to adjudicate any dispute arising under or in relation to these terms of sale.
Visa Credit, Visa Debit, Visa Electron, MasterCard, American Express and Paypal are accepted as methods of payment. All transactions are in pounds sterling.
Please see our shipping and returns policy
20 Stock Availability
In the event that a product is unavailable for whatever reason, we will contact you to ask you whether you would like us to supply a suitable alternative product or wait for the product to become available in stock. We will not supply you with an alternative product unless we receive instruction from you that you wish us to do so. If you opt not to purchase an alternative product or wait for the stock to arrive, we will refund the full value of the product and any applicable carriage charges.
21 Risk & Title
The Products will be at your risk from the time of delivery. Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
22 Entire agreement
We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of any Contract. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these terms and conditions to be confirmed in writing.
23 Our right to vary these terms and conditions
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities or any other changes. You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products.
24 Contract Information and Governing Law
A Contract is formed between you and Ellis Building Products (EBP) Ltd only when you have received confirmation that your order has been dispatched and you are notified of the order number on the screen and by E-Mail.
For the avoidance of doubt the Contract will be deemed to have been concluded in the United Kingdom and shall be governed by and construed in accordance with English Law and you and Ellis Building Products Ltd will agree to submit to the non-exclusive jurisdiction of the English Courts.
The contract between you and us will be conducted in English.
All of the design of this website, its graphics, text, the arrangement and selection thereof, and all software and compilations of software, source codes, and all other components of or material comprised in or on this website are the copyright of Ellis Building Products (EBP) Ltd or their designers and content and technology providers. All Rights Reserved.
You are permitted to copy and to print all or part of this website for the purpose only of placing an order with Ellis Building Products (EBP) Ltd. Any other use or reproduction of this website or any of its components is strictly prohibited without the prior written permission of Ellis Building Products (EBP) Ltd.
Whilst great care has been taken to ensure that the information on this website is accurate, information as to price may be subject to change without notice. Without in any way reducing or affecting your statutory rights, Ellis Building Products (EBP) Ltd makes no representations or warranties either that the information in or accessible via this website is accurate, complete or current, nor of any other kind, express or implied, with respect to this website or the products, information, materials or content including, without limitation, warranties of merchantability and/or fitness of any product for a particular purpose.
27 Our Liability
A) We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
B) Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.
C) This does not include or limit in any way our liability:
a) For death or personal injury caused by our negligence;
b) Under section 2(3) of the Consumer Protection Act 1987;
c) For fraud or fraudulent misrepresentation; or
d) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability,
D) We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:
a) loss of income or revenue
b) loss of business
c) loss of profits or contracts
d) loss of anticipated savings
e) loss of data, or
f) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable];
provided that this clause D shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause A or clause B or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause D.
28 Statutory Rights
Your Statutory Rights are unaffected by anything appearing in these terms and conditions.