TERMS AND CONDITIONS

EL International Ltd is a company incorporated in England & Wales under Company Registration Number 4446445, whose registered office address is at 27 Mortimer Street, London, W1T 3BL, UK, (hereinafter known as the “Supplier").

Display Innovations is a Trading name of EL International Ltd. 

1.             INTERPRETATION               

In this Agreement:                             

“Supplier” means EL International Ltd.  

“Customer” means any person on company purchasing Products from the Supplier. 

“Agreement” means this Agreement between the Parties including these recitals, terms and conditions.

“Confidential Information” means  any information not available to the general public outside the Company concerning the business, accounts, financial, contractual or personal arrangements of the Supplier and Customer or any of their officers, employees, customers, suppliers, distributors and dealers (including lists of Customers) and includes but is not limited to its or their financial arrangements, products, design and manufacturing formulae, methods and processes, trade secrets, software source codes and configurations, service and business practices, know how, research and development, inventions, purchasing, accounting processes, marketing, pricing policies, merchandising and sales.

“Products” means the goods supplied to the Customer by the Supplier as detailed in the Specification agreed between the Customer and the Supplier.

“Intellectual Property” means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.  

“Purchase Order” means a Purchase Order for the Products pursuant to Clause 5 of this Agreement.

 “Specification” means the description of the Products agreed by the Customer and the Supplier at the time that the Customer makes the Purchase Order.

2.            INTRODUCTION 

2.1        The Supplier carries out the business of supplying the Customer with Quotations and arranging manufacturing and selling of the Products to the Customer according to the Specification. 

2.2   The Customer carries out the business of re-selling or using the specified Products, and wishes to purchase the Products from the Supplier for that business.                               

2.3        The Customer is willing to purchase the Products from the Supplier on the terms set out in this Agreement.

3.            CONDITIONS OF SALE 

3.1          All sales of the Products shall be subject to the terms and conditions set out in this Agreement and this Agreement will prevail over any other Agreements made, unless the Supplier and the Customer agree in writing to vary those terms and conditions of sale. 

3.2          Subject as expressly provided in this Agreement, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law (including, but not limited to the terms implied by the Sale of Goods Act 1979).

4.            PRICES 

4.1          All prices quoted are strictly net, exclusive of Value Added Tax.  All quotations are valid for 30 days from issue and are subject to artwork, and detailed instructions.  In the case where a prototype has been ordered by the Customer, the prices will remain valid for a further 14 days after the prototype has been received by the Customer or their client. 

4.2          Delivery prices, carton dimensions and weights are estimated at the time of the quotation and will be confirmed upon the Purchase Order being placed.  

4.3          The Supplier reserves the right to alter the price of the quotation if, upon inspection of the Customers Purchase Order, it differs from the Specification understood by the Supplier when the quotation was given. 

5.            PURCHASE ORDERS 

5.1          The Supplier requires either, an official Purchase Order on company letter headed paper, a written order confirmation to be sent as a hard copy, e-mail document, fax or any other means of communication in order to commence production.  

5.2          Once a Purchase Order has been accepted, the Supplier shall consult with the Customer during production in order to ensure that the Specification of the Product complies with the Specification set out in the Purchase Order.  

                5.2.1       Any amendments made to the required Specification by the Supplier needs to be authorised by the Customer but the Customer shall not be obliged to agree to any change to the Specification requested by the Supplier once production has commenced. 

                5.2.2       Any amendments made to the required Specification by the Customer needs to be authorised by the Supplier but the Supplier shall not be obliged to agree to any change to the Specification requested by the Customer once production has commenced.

6.             PAYMENT TERMS 

6.1          For single orders of less than GBP 3000 or the equivalent USD or EURO amount, payment of the invoice is required to be payable in full upon ordering, unless other arrangements are made and agreed in writing, as a hard copy, e-mail document, fax or any other means of communication, between the Supplier and the Customer.  

6.2          For single orders of more than GBP 3000 or the equivalent USD or EURO amount, 50% payment of the invoice is required to be payable upon ordering.  

6.2.1       If the goods are delivered by Air freight, then the remaining 50% balance should be paid 7 days after delivery, unless other arrangements are made and agreed in writing, as a hard copy, e-mail document, fax or any other means of communication, between the Supplier and the Customer.  

6.2.2       If the goods are delivered by Sea freight, then the remaining 50% balance should be paid 7 days after the Supplier presents the Customer with the Bill of Lading, unless other arrangements are made and agreed in writing, as a hard copy, e-mail document, fax or any other means of communication, between the Supplier and the Customer.  

6.3          If the Customer prefers to make payments using a credit card, an additional processing fee of 3% of the transaction amount will be applied to cover associated merchant fees. This fee will be added to the total invoice amount at the time of payment. 

6.4          Once a Purchase Order has been received, it cannot be cancelled or the Specification amended according to Section 5.2 of this Agreement.  The Customer will not be refunded or receive a Credit for an order cancellation.  

6.4.1       If the Customer has placed a Purchase Order and would like to cancel the order 3 or more days after the order confirmation has been received, the Customer is liable to pay for the order in full and the Customer is liable for this payment, even if no payment has been made at the time of the order cancellation.  

6.4.2       If an order is cancelled within 3 days after the order confirmation has been received, it is at the discretion of the Supplier as to the value of the refund or value of the Credit issued, if any.  

6.5          Payment is non-refundable and non-exchangeable.  

6.6          If the Customer has any outstanding payments owed to the Supplier and the Products are deemed to be faulty, then the Supplier will arrange to provide a solution to the faults according to the limited Warranty outlined in section 8 of this Agreement.  The Customer is liable to pay for all outstanding payments as initially agreed between the Supplier and the Customer prior to any solution being carried out by the Supplier.  

6.7          The Supplier reserves the right to withhold delivery of the Products to the Customer until all outstanding payments have been received in full.  

6.8          If there are any outstanding balances after the payment due date, the Customer is liable for and will incur statutory late payment charges and statutory interest until such time as the balance is paid in full and final settlement.  The Supplier reserves the right to seek recovery of any outstanding balances remaining unpaid via collection Agencies and/ or through the relevant Claims Court.  In such circumstances, the Customer shall be liable for any and all additional administrative costs, collection Agency costs and commissions, legal costs and/ or court costs. 

7.            DELIVERY 

7.1          Production lead times commence from receipt of Purchase Order, any other relevant information required in order to start production or initial payment required.  The Supplier is not obliged to start production unless the relevant and agreed payment has been received.  

7.2          The Supplier will use its reasonable endeavours to ensure that orders are completed within the times quoted.  Production lead times are subject to confirmation at time of placing the Purchase Order.  The Supplier is not liable if Products miss the required delivery date due to production, delivery or Customs delays, or in the instance that Products need to be repaired or replaced or if the Supplier needs to supply replacement parts to the Customer under the limited Warranty provided outlined in section 8 of this Agreement.     

7.3          No guarantees can be given on transport and production times as a result of circumstances beyond the control of the Supplier.  The Supplier will not be liable for late deliveries or any consequence relating.  Time shall not be of the essence for performance of this agreement. 

7.4          When the Supplier is ready and willing to deliver the goods, and requests the Customer to take delivery, and the Customer does not within a reasonable time after such request take delivery of the goods, the Customer is liable to the Supplier for any loss occasioned by his neglect or refusal to take delivery, and also for a reasonable charge for the care and custody of the goods.

8.            WARRANTY 

8.1          The Supplier provides a limited warranty to replace or repair faulty Products supplied to the Customer by the Supplier.  The warranty is valid for 1 year for all Products supplied to the Customer by the Supplier from the date of shipment, unless another warranty period has been confirmed in the Product Specification.  Batteries are not included in this Warranty.  

8.2          If a valid claim in respect of the Products, which is based on a defect in the quality or condition of the Products or their failure to meet the Specification exists in accordance with this Agreement, the Supplier may repair or replace the Products or supply replacement parts to the Customer free of charge, at the Supplier’s sole discretion, in which case the Supplier shall have no further liability to the Customer.  

8.3          The Warranty is void If the Supplier concludes that the fault was due to negligence by the Customer, accidental damage by the Customer, misuse of the Product according to the Product Specification, or the Customer not following instructions that have been provided to them by the Supplier.  It is the responsibility of the Customer to request Product Specifications or technical information to ensure that the Product is used correctly according to Product parameters.   

8.4          If necessary and at the sole discretion of the Supplier, the Supplier will cover all delivery costs in order to collect the faulty Products to return to the factory for analysis from 1 pickup location only, which is the same location as the goods were originally delivered to unless otherwise agreed at the discretion of the Supplier.  It is the responsibility of the Customer to make sure that all faulty Products are collated together ready for collection.  

8.5          The Supplier will cover all delivery costs in order to return the Products to the Customer that have been repaired or replaced, or to deliver the replacement parts to the Customer under the limited warranty to 1 delivery location only.    

8.6          Upon receipt of all defective Products that have been returned back to the Supplier at the Suppliers cost, the Supplier will confirm the analysis of the fault.  If the Supplier concludes that the fault was due to negligence by the Customer, accidental damage by the Customer, misuse of the Product according to the Product Specification, or the Customer not following instructions that have been provided to them by the Supplier, then the Customer is liable and required to pay for all collection and delivery costs.  

8.7          Upon receipt of all defective Products that have been returned back to the Supplier by the Customer, the Warranty will become void if the products are not packaged in a reasonable way and results in the product being damaged in transit.  

8.8          If the Customer arranges the delivery to return the defective Products to the Supplier, then the customer should ensure that the appropriate insurance for the delivery is arranged.  

8.9          In the event of a valid warranty claim resulting in the replacement or repair of goods or parts, the Supplier is not responsible for installing the replaced goods or parts.  This applies even if the Supplier performed the original installation of the goods. Installation of any replacement goods under warranty shall be the responsibility of the Customer unless otherwise agreed in writing between the Supplier and Customer.                                            

8.10        If any faults are reported more than 3 days after delivery and the fault is determined to be caused by the delivery, then no claim for replacements can be made by the Customer.  However, if the fault is determined to be a production fault, then this can be claimed under the limited Warranty, pursuant to Clause 8 of this Agreement.  

Do not sign for the delivery before thoroughly checking for any damages that may have occurred in transit. If any damage has occurred, the Products should be rejected at point of delivery or signed for as “DAMAGED” and reported to the Supplier within 3 working days. If the Customer cannot check the delivery at the time, the Customer should write “UNCHECKED” next to the signature, and ensure the Products are checked and any damage is reported to the Supplier within 3 working days of the delivery and photographic evidence of the damaged areas should be sent to the Supplier prior to opening the boxes. 

Costs for damages cannot be obtained by the Supplier from the transport company if the client has signed for the goods; as by doing so the Products are deemed to have been received ‘in good condition.’ The Supplier cannot accept any claims for any faults caused by the delivery or consequential loss thereafter, no matter how caused, if the Customer has failed to comply with these conditions. 

8.11        Unless stated otherwise by the Supplier, the Products are not suitable for Outdoor use and will invalidate the warranty provided. 

8.12        For any Products containing batteries, the Supplier may estimate and indicate the expected battery life of the Product to the Customer.  As there are so many variables relating to the expected battery life such as battery spec, power consumption, usage, etc; the Supplier shall not be held liable to the Customer for any inaccuracies relating to the battery life affecting the performance of the Product.                

8.13        Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the Agreement or at all) or its use or resale by the Customer.

9.            CERTIFICATION FOR CUSTOMISED PRODUCTS 

9.1          Products are supplied to the Customer by the Supplier according to the Specification agreed between the Customer and the Supplier.  The Supplier will ensure that where possible, customised Products are constructed using certified parts and components.  

9.2          The Customer acknowledges that they have the option to pursue third-party certification to encompass regulatory, safety, or quality standards applicable to the Product for the particular country.  For custom electronic Products supplied by the Supplier for the Customer, the decision to certify the finished Product is entirely the responsibility of the Customer.  The Supplier does not accept any obligation or responsibility for the certification process, or liability for any consequence from the absence of certifications.  

9.3          If the Customer chooses to pursue third-party certification, then the Supplier can manage the certification process upon the request of the Customer or alternatively, the Customer can arrange to manage the certification process themselves through their preferred third-party.  

10.          INTELLECTUAL PROPERTY 

10.1        It is understood that the placing of an order constitutes a warranty by the Customer that they are fully entitled to the copyright in any material made available to the Supplier and that they have secured all necessary authority and permission in respect of the use thereof, and the Customer assumes absolute liability for any resulting action brought by a third party. 

10.2        The Supplier will take all reasonable care in handling the Customers materials. Where original materials are submitted to the Supplier on computer disk or other electronic or digital erasable media, the Customer is advised to retain a copy for safe keeping. The Customer shall inform the Supplier in writing, if they do not have additional copies. The Supplier shall not be liable for any consequential losses, special damages or other indirect losses.

11.          CONFIDENTIALITY 

The Supplier and Customer will not, except in the proper course of duties, divulge to any person whatsoever or make use of any Confidential Information and you agree to use all reasonable efforts to prevent the disclosure of any Confidential Information to third parties.  This restriction shall continue to apply after the termination of this Agreement without limit in point of time (save in respect of the obligation to prevent disclosure which will terminate with this Agreement) but shall cease to apply to information ordered to be disclosed by a Court of competent jurisdiction or otherwise required to be disclosed by law or which has come into the public domain otherwise than by your breach of this Agreement.

12.          FORCE MAJEURE 

12.1        The Supplier shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Products, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.  Without limiting the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control: 

12.1.1     Act of God, explosion, flood, tempest, fire or accident; 

12.1.2     war or threat of war, sabotage, insurrection, civil disturbance or requisition; 

12.1.3     acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; 

12.1.4     import or export regulations or embargoes; 

12.1.5     strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party); 

12.1.6     difficulties in obtaining raw materials, labour, fuel, parts or machinery; or 

12.1.7     power failure or breakdown in machinery.                               

12.2        If Force Majeure occurs, then the Supplier will arrange to produce and deliver the Products to the Customer.  If the Supplier is unable to produce the Products, then the Supplier will offer the Customer a refund of any funds being paid in relation to the effected order and the Supplier shall have no further liability or liable for any consequential loss to the Customer. 

13. INSTALLATION DISCLAIMER OF LIABILITY 

13.1        The Customer acknowledges that for any and all installations, including but not limited to a ceiling-mounted system, structural installations using a truss system or any other system, they assume full responsibility for the safety, design, and structural integrity of the system or mounting surface. This responsibility includes ensuring the design is verified by a licensed structural engineer. 

13.2        If the Customer requires an installation without a report or approval from a licensed structural engineer, the Customer expressly releases the Supplier from any and all liability, claims, or damages that may arise from or be related to the design, structural stability, or safety of the system. This includes, but is not limited to, damage to property, personal injury, or any consequential losses. 

13.3        The Supplier may propose structures or designs but the Supplier provides no warranty, either express or implied, regarding the design's adequacy or stability if the Customer has chosen to forgo a professional engineering review. 

13.4        Furthermore, the Customer agrees to indemnify and hold the Supplier harmless from any claims, demands, lawsuits, or liabilities that may result from the failure, collapse, or instability of the installed system.

14.          ENTIRE AGREEMENT               

This Agreement, together with the documents referred to in it, constitutes the entire Agreement and understanding of the parties and supersedes any previous Agreement between them relating to the subject matter of this Agreement.  

Each party acknowledges that in entering into this Agreement it does not rely on any representation or warranty except as expressly set out in this Agreement.  No variation of this Agreement shall be valid unless agreed in writing between the parties. 

15.          GOVERNING LAW AND JURISDICTION 

This Agreement, and the terms contained herein, shall be governed in accordance with the laws of England and Wales and all disputes between the Supplier and the Customer shall be subject to the exclusive jurisdiction of the Courts of England and Wales. 

For any queries relating to the Terms and Conditions, please contact us.