Edison & Day Terms of Business and Conditions of Sale

1. Definitions

In these Terms and Conditions:

• "Company" means Edison & Day Ltd, Unit 1 & 2 Penton Building, Stephenson Road, Salisbury, SP2 7NP.

• "Customer" means the individual, company, firm or other legal entity placing an order with the Company.

• "Order" means the Customer's request for the Company to supply goods.

• "Price" means the cost of goods as specified in the Company's latest price list or as otherwise agreed upon acceptance of the Order.

• "Delivery" means the transportation of goods to the Customer, either by the Company or its authorised agent, or collection by the Customer.

• "Contract" means the agreement formed upon acceptance of the Order by the Company, incorporating these Terms and Conditions and any written amendments agreed by both parties.

2. Application of Terms

2.1 All Orders are accepted by the Company exclusively under these Terms and Conditions. Any other terms are excluded unless expressly agreed in writing by the Company.

2.2 Acceptance of all Orders is deemed to occur at the Company’s place of business: 13 Edison Road, Salisbury, SP2 7NU.

3. Orders

3.1 No Order shall form part of a binding Contract unless accepted in writing by the Company.

3.2 Telephone and written Orders are accepted subject to these Terms and Conditions unless expressly varied in writing.

4. Prices and Payment

4.1 Prices quoted are valid for 30 days unless otherwise stated.

4.2 All prices exclude VAT unless explicitly stated.

4.3 VAT will be charged at the rate applicable at the time of Delivery.

4.4 Delivery is excluded unless otherwise agreed in writing.

4.5 The Company may adjust prices up to 7 days prior to Delivery in response to changes in external costs (e.g. materials, taxes, labour). The Customer may cancel the Order within 2 days of receiving notice of a price increase.

5. Delivery

5.1 Delivery dates are estimates only unless the Company explicitly agrees in writing that "time is of the essence". The Company is not liable for delays unless it has explicitly accepted such liability in writing.

5.2 Delays outside the Company’s control do not entitle the Customer to cancel or refuse the goods.

5.3 If any payment is overdue, the Company may withhold Delivery without waiving other rights.

6. Acceptance of Goods

6.1 Unless otherwise agreed, goods are to be collected by the Customer.

6.2 If Delivery is arranged, the Company may choose the carrier.

6.3 The Customer must notify the Company in writing of any issues:

• Partial loss or damage: within 7 days of delivery.

• Non-delivery of the full consignment: within 14 days of dispatch notice.

7. Payment Terms

7.1 Advance payment may be required. No work will begin until payment is received.

7.2 Customers without a credit account must pay in full at or before Delivery.

7.3 Credit account holders must pay within 30 days of Delivery.

7.4 If payment is not made on time, the Company may:

• Suspend or cancel future deliveries

• Cancel any applicable discounts

• Charge interest at 4% above Barclays Bank base rate on overdue amounts

8. Risk and Title

8.1 Risk passes to the Customer upon Delivery:

• At the Company’s premises (if collected)

• At the Customer’s premises or agreed location (if delivered)

8.2 Title remains with the Company until:

• Full payment including VAT is received

• All outstanding sums are settled

8.3 Until title passes:

• The Customer holds the goods in trust for the Company

• Goods must be stored separately and marked as Company property

• Sale of goods by the Customer must be treated as sale of Company property, with proceeds held in trust

8.4 The Company may recover goods or proceeds if payment is not made in full.

8.5 The Customer may not pledge or use the goods as security.

8.6 The Customer must insure the goods against all risks until title passes.

9. Specifications and Inspection

9.1 Product specifications are approximate unless tolerances are defined.

9.2 The Customer is responsible for providing accurate specifications, including curtain measurements. The Company is not liable for incorrect measurements submitted via phone, email, or website. Each case will be reviewed individually, and reasonable efforts will be made to resolve issues.

9.3 The Customer must inspect goods on Delivery and notify the Company within 7 days of any defect, damage or non-compliance.

9.4 On notification, the Customer must:

• Retain the goods intact for 14 days

• Allow the Company access to inspect the goods during this period

10. Warranties and Liability

10.1 The Company warrants that goods are free from material defects at the time of Delivery.

10.2 Goods are produced in accordance with the Company’s specifications and applicable British Standards.

10.3 Specification changes may be made to comply with safety laws or to improve quality.

10.4 Failure to notify the Company of defects within 7 days shall be deemed acceptance of the goods.

10.5 The Customer’s remedy is limited to replacement or partial refund, at the Company’s discretion.

10.6 The Company is not liable for indirect losses, including loss of profit.

10.7 Total liability is capped at the Price paid.

10.8 The warranty applies only to structural integrity. The Company accepts no responsibility for fabric wear, durability or performance.

10.9 All other warranties (statutory or implied) are excluded unless the Customer is a consumer under applicable law.

11. General

11.1 These Terms and the Order form the entire agreement. No verbal or informal representations are binding unless signed in writing.

11.2 No delay or indulgence by the Company affects its rights.

11.3 The Company may refuse to open accounts or supply Customers at its discretion.

11.4 The Customer may not assign rights or obligations under the Contract.

11.5 The Company may terminate the Contract if the Customer becomes insolvent, exceeds credit limits or breaches payment terms.

11.6 English law applies to all Contracts. The parties submit to the exclusive jurisdiction of the English Courts.

11.7 If the Customer consists of more than one party, all such parties are jointly and severally liable.

11.8 No third party has rights under the Contract (Rights of Third Parties) Act 1999 to enforce any part of this agreement.