Edison & Day Terms of Business and Conditions of Sale

1. Definitions and Interpretation

1.1 In these Conditions the following terms have the following meanings:

• “Conditions” – the terms and conditions of sale set out in this document.

• “Contract” – any agreement between the Supplier and the Customer for the sale and purchase of the Goods incorporating these Conditions and the Delivery Note.

• “Customer” – the person who agrees to purchase the Goods from the Supplier subject to these Conditions whose details are set out in the Delivery Note.

• “Delivery Address” – the address for delivery of the Goods which shall be the Customer’s principal place of business unless specified in the Delivery Note.

• “Estimated Delivery Date” – the date on which the Supplier estimates that the Goods will be delivered to the Delivery Address which may be set out in the Delivery Note.

• “Goods” – the goods which the Supplier is to supply to the Customer as agreed in the Contract and listed in the Delivery Note.

• “Delivery Note” – the Supplier’s written acceptance of the Customer’s order.

• “Supplier” – Edison & Day Ltd, a company registered in England with company number 11726126 whose registered address is at Unit 1 & 2 Penton Building, Stephenson Road, Salisbury, SP2 7NP.

2. Basis of Sale

2.1 These Conditions apply to all contracts for the sale of Goods entered into by the Supplier. By placing an order with the Supplier or accepting the Supplier’s quotation, the Customer agrees to deal with the Supplier on these Conditions, subject to any terms specified in writing and to the exclusion of all other terms, conditions, warranties or representations (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or any other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract save where these Conditions (and, where applicable, the terms which are to be overridden) are specifically referred to in that document and the document is signed by both the Customer and the Supplier.

2.3 No variation to these Conditions shall be binding unless made in accordance with clause 2.2 above or in writing specifying both which clause is to be varied and full details of such variation and signed on behalf of each of the Customer and the Supplier.

2.4 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. The Customer irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind the Contract as a result of any misrepresentation unless such misrepresentation was made fraudulently.

2.5 Any advice or recommendation given by the Supplier or its employees or agents to the Customer as to the storage, application or use of the Goods which is not confirmed in writing by the Supplier is followed or acted upon entirely at the Customer’s own risk.

2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

3. Sale and Purchase

3.1 The Customer agrees to purchase the Goods from the Supplier and the Supplier agrees to sell the Goods to the Customer.
3.2 Each order or acceptance of a quotation for Goods by the Customer from the Supplier shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions and shall be binding on the Customer, but shall not bind the Supplier until the Supplier has accepted that order by issuing a Delivery Note or (if earlier) the Supplier delivers the Goods to the Customer.
3.3 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.4 Any quotation is given on the basis that no Contract shall come into existence until the Supplier issues a Delivery Note or (if earlier) the Supplier delivers the Goods to the Customer. Any quotation is valid for a period of 7 days only from its date, provided that the Supplier has not previously withdrawn it.
3.5 The Customer shall not be entitled to cancel in whole or in part any order which the Supplier has accepted, except where such cancellation has been accepted by the Supplier subject to reasonable cancellation charges.
3.6 No specifications submitted by the Customer will be binding on the Supplier until accepted in writing.
3.7 Once specifications have been accepted, the Customer shall not alter them without the Supplier’s prior written consent.
3.8 Whilst the Supplier will use reasonable endeavours to manufacture the correct size and colour of Goods, slight variations are unavoidable and deemed acceptable when processing natural products (e.g. wood).

4. Description

4.1 The quantity and description of the Goods shall be as set out in the Supplier’s Delivery Note.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier are issued for the sole purpose of giving an approximate idea of the Goods described. They shall not form part of the Contract.

5. Delivery

5.1 The Supplier shall use all reasonable efforts to deliver the Goods to the Customer at the Delivery Address on or around the Estimated Delivery Date.
5.2 The Supplier may deliver in instalments; each shall be treated as a separate contract.
5.3 Unless otherwise agreed, the Customer shall provide all necessary labour and equipment to unload the Goods safely.
5.4 The Customer shall inspect the Goods on delivery and notify the Supplier and carrier of any damage or short delivery within 2 days.
5.5 The Customer shall be deemed to accept the Goods on delivery.
5.6 The Supplier shall not be liable for any delay in delivery, nor shall delay entitle the Customer to terminate the Contract unless it exceeds 60 days.
5.7 If the Customer fails to accept delivery:

• Risk passes to the Customer.

• The Goods shall be deemed delivered.

• The Supplier may store the Goods at the Customer’s cost.

6. Installation

6.1 If specified, the Supplier shall install the Goods at the Delivery Address.
6.2 The Customer shall provide access, undertake any preparatory work and compensate the Supplier for additional costs caused by failure to do so.
6.3 The Supplier shall comply with reasonable site regulations, and the Customer shall indemnify the Supplier against losses resulting from anything other than the Supplier’s negligence.

7. Price and Payment

7.1 The price of the Goods shall be the price in the Delivery Note, quotation, or current price list.
7.2 The Supplier may increase the price to reflect cost changes or Customer amendments.
7.3 Prices are ex-works unless otherwise stated, with transport, packaging, and insurance charged separately.
7.4 Prices exclude VAT.
7.5 The Supplier may invoice on or after delivery.
7.6 The Customer shall pay invoices in full within the agreed terms.
7.7 Time of payment is of the essence.
7.8 No payment is deemed received until cleared funds are received.
7.9 All payments become due immediately on termination.
7.10 Payments must be made in full without deduction or set-off.
7.11 The Supplier may apply payments to invoices at its discretion.
7.12 If payment is not received by the due date, the Supplier may:

• Sue for the entire price;

• Charge interest at 2% above base rate (before and after judgment);

• Suspend further provision of Goods;

• Require immediate return of all Goods for which payment has not been made.

8. Warranty and Liability

8.1 The Supplier warrants that Goods will correspond in all material respects with specifications and be free from manufacturing defects for 5 years, provided that:

• Defects arising from Customer drawings, designs or specifications are excluded.

• No liability arises for fair wear and tear, damage, misuse, or unauthorised repair.

• No liability arises if payment is overdue.

• The Customer must notify defects promptly in writing.

• The warranty does not extend to parts not manufactured by the Supplier.
  8.2 The Supplier may repair, replace, or refund defective Goods but shall have no further liability.
  8.3 Liability for direct physical damage is limited to £5,000,000.
  8.4 The Supplier shall have no liability for:

• Loss of profits;

• Special, aggravated, or exemplary damages;

• Consequential or indirect losses;

• Business interruption, loss of opportunity or production.
  8.5 Each limitation applies separately to:

• Contract;

• Tort (including negligence);

• Breach of statutory duty;

• Common law or any other basis.
  8.6 Nothing excludes liability for death, personal injury, or fraud.
  8.7 Statutory consumer rights remain unaffected.
  8.8 Extended guarantees can be negotiated at higher prices.

9. Risk and Title

9.1 Risk passes on delivery.
9.2 Ownership remains with the Supplier until full payment is received.
9.3 Until ownership passes, the Customer shall:

• Hold Goods as bailee;

• Store separately and mark as Supplier’s property;

• Allow inspection or recovery;

• Maintain condition and insurance.
  9.4 The Customer may resell before ownership passes only if:

• The sale is in the ordinary course of business at full value;

• The sale is made as principal.
  9.5 The Customer’s right to possession terminates if:

• The Supplier may terminate under clause 11;

• The Customer becomes insolvent or ceases trading;

• The Goods are charged or encumbered.
  9.6 If ownership is unclear, Goods are deemed sold in invoice order.
  9.7 The Supplier may resell recovered Goods and use any associated trademarks.
  9.8 The Supplier’s rights in this clause survive termination.

10. Laws and Regulations

The Customer shall comply with all applicable laws, including health and safety and export control regulations.

11. Termination

11.1 The Supplier may terminate immediately if:

• The Customer commits a material irremediable or repeated breach;

• The Customer becomes insolvent or subject to administration, liquidation, or similar process;

• The Customer ceases or threatens to cease trading;

• There is a material change in management or control;

• The Supplier reasonably apprehends such events.
  11.2 On termination, the Supplier may cancel or suspend deliveries and payment shall become immediately due, with interest charged at 2% above base rate.

12. Force Majeure

The Supplier may defer, cancel, or reduce deliveries without liability if prevented by circumstances beyond its control (e.g. war, strikes, flood, fire, epidemic). If such event continues for over 180 days, the Customer may terminate.

13. General

13.1 Supplier remedies are without prejudice to other legal rights.
13.2 Delay or failure to enforce any term does not constitute a waiver.
13.3 Invalid terms do not affect remaining terms.
13.4 Notices must be delivered by hand or recorded delivery to the notified address.
13.5 The Customer may not assign or subcontract without written consent.
13.6 Clause headings do not affect interpretation.
13.7 This Contract supersedes all prior agreements.
13.8 Variations must be in writing and signed by authorised representatives.
13.9 No third party shall have rights under the Contract (Contracts (Rights of Third Parties) Act 1999).
13.10 References to legislation include lawful amendments and re-enactments.
13.11 The Contract is governed by the laws of England and subject to the exclusive jurisdiction of the English Courts.