Terms and Conditions of Sale
1 Definitions and Interpretations
1.1 In these Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:
Customer: the person who makes an offer to buy the Goods from Ellipse Fabrications Ltd subject to these Conditions and whose offer for the Goods is accepted by Ellipse Fabrications Ltd and such acceptance is acknowledged to the Customer (the “Order confirmation”);
Quotation: document sent to the customer stating Ellipse Fabrications Ltd offer of goods & services;
Contract: the contract for the purchase and sale of the Goods;
Goods: the goods ordered by the Customer from Ellipse Fabrications Ltd;
Order: the order placed by the Customer with Ellipse Fabrications Ltd for the Goods either by completing the order form, or by telephone, or by order
Ellipse Fabrications Ltd of Southside Farm, Boldron, Barnard Castle, Co Durham, DL12 9SP (registered office: Southside Farm, Boldron, Barnard Castle, Co Durham, DL12 9SP; Company Number 10048290
Writing: includes e-mail.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the
2.1 Ellipse Fabrications Ltd shall sell and the Customer shall purchase the Goods in accordance with these Conditions and any extra conditions or terms stated on the Ellipse Fabrications Ltd website.
2.2 All Contracts made by the Company and any additions or amendments thereto shall be subject to these Conditions which shall supersede and shall be taken to override any terms or conditions proposed or stipulated by the Customer.
2.3 Ellipse Fabrications Ltd reserves the right to alter these Conditions from time to time and the alterations will apply to any orders received after that time.
2.4 Ellipse Fabrications Ltd employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Ellipse Fabrications Ltd in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
3.1 No Order submitted by the Customer shall be deemed to be accepted by Ellipse Fabrications Ltd unless and until confirmed by the Ellipse Fabrications Ltd Order Confirmation.
3.2 The Customer shall be responsible to Ellipse Fabrications Ltd for ensuring the accuracy of the terms of the Order, and for specifying in the Order any necessary information relating to the Goods to enable Ellipse Fabrications Ltd to perform the Contract.
3.3 The quantity and description of the Goods to be provided by Ellipse Fabrications Ltd to the Customer under the Contract shall be those set out in the Ellipse Fabrications Ltd Order Confirmation.
3.4 Subject to clause 8, no Order which has been accepted by Ellipse Fabrications Ltd may be cancelled by the Customer except with the agreement in Writing of Ellipse Fabrications Ltd and on terms that the Customer shall indemnify Ellipse Fabrications Ltd in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Ellipse Fabrications Ltd as a result of cancellation.
4 Price and Payment
4.1 The price of the Goods shall be the price listed on the Ellipse Fabrications Ltd order confirmation or on an official Ellipse Fabrications Ltd quotation (the “Price”). Separate prices may apply in relation to Export Goods.
4.2 Ellipse Fabrications Ltd reserves the right, by giving notice in Writing to the Customer at any time before delivery, to increase the Price of the Goods to reflect any increase in the cost to Ellipse Fabrications Ltd which is due to any factor beyond the control of Ellipse Fabrications Ltd (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates or quantities which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Ellipse Fabrications Ltd adequate information or instructions.
4.3 Payment can be made by –
Payment with order – Send your cheque made payable to Ellipse Fabrications Ltd with your order by post or, if required, we can send a pro-forma invoice.
Bank Transfer to Barclays Bank, Account number 93239063 Sort code 20-25-29
On Delivery – (Commercial structures only) Payment on delivery will be accepted by prior arrangement only.
Ellipse Fabrications Ltd will take all reasonable precautions to keep the details of your order and payment secure, but, unless we are negligent, we cannot be held liable for any losses caused as a result of unauthorised access to information provided by you.
4.4 Terms of business; a deposit of 30% of is payable to secure order, 50% payable upon delivery of materials and 20% balance payable upon completion of job or please refer to Order Confirmation.
4.5 Where Ellipse Fabrications Ltd invoices the Customer payment of the invoice is due within 14 days and late payment attracts interest at the rate of 2% per month. After 60 days, customers whose accounts remain unpaid will have their credit facilities suspended and no further goods will be supplied.
4.6 Any discount which is offered subject to payment by a specific date may be withdrawn if payment is not made by that date.
4.7 While Ellipse Fabrications Ltd tries to ensure that all prices are accurate, errors may occur. If Ellipse Fabrications Ltd discovers an error in the price of Goods you have ordered we will inform you as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it.
4.8 If the Customer’s card issuer fails to make any payment of the Price or any delivery charge on behalf of the Customer then, without prejudice to any other right or remedy available to Ellipse Fabrications Ltd, Ellipse Fabrications Ltd shall be entitled to cancel the contract or suspend any further deliveries.
4.9 Any customer who fails to pay for goods supplied within an agreed period will be liable for all costs incurred by Ellipse Fabrications Ltd, including collection costs, legal costs, interest on the items supplied, and agent’s fees.
5.1 If any claim is made against Ellipse Fabrications Ltd that the manufacture or sale of the Goods infringes the intellectual property rights of any other person, the Customer shall, except to the extent that the claim is due to the default of Ellipse Fabrications Ltd, indemnify Ellipse Fabrications Ltd against all damages, costs or expenses incurred by Ellipse Fabrications Ltd in or about the defence or settlement of the claim. To the extent that Ellipse Fabrications Ltd is at fault it shall similarly indemnify the Customer.
6.1 Delivery charges and estimated timescales are specified on Ellipse Fabrications Ltd website. Made to measure items may require additional manufacturing processes and a specific delivery period will be quoted in this instance. Ellipse Fabrications Ltd makes every effort to deliver goods within the estimated timescales, however delays are occasionally inevitable.
6.2 Any time or date for the despatch or delivery of Goods shall be taken as an estimate made by Ellipse Fabrications Ltd in good faith but shall not be of the essence of the Contract. Ellipse Fabrications Ltd shall not be liable for any loss caused to the Customer in consequence of failure to deliver by the estimated delivery date/time or such other date/time as may be subsequently agreed.
6.3 Unless the parties otherwise agree to the contrary in Writing, delivery of the Goods shall be made by Ellipse Fabrications Ltd delivering the Goods to the Customer at such premises as specified by the Customer in its Order or such other premises that the Customer and Ellipse Fabrications Ltd have agreed in Writing.
6.4 Ellipse Fabrications Ltd will not deliver Goods to premises outside of the UK. Any request for such delivery must be specifically negotiated and agreed in Writing.
6.5 Reasonable access for heavy goods vehicle must be available for unloading of the goods. If special arrangements have to be made due to inadequate access Ellipse Fabrications Ltd must be informed in advance and reserve the right to charge the customer additional carriage costs.
6.6 If the Customer fails to take delivery of the Goods or fails to give Ellipse Fabrications Ltd adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Ellipse Fabrications Ltd fault) then, without prejudice to any other right or remedy available to Ellipse Fabrications Ltd, Ellipse Fabrications Ltd may:
6.6.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the Price under the Contract or charge the Customer for any shortfall below the Price under the Contract.
6.6.3 If the delivery date is changed by the Client less than 7 days before any previously agreed date, Ellipse Fabrications Ltd withhold the right to charge a weekly standing fee and cannot guarantee the availability of any requested new delivery date.
6.7 Any consignment found to be damaged on arrival must be signed for as damaged on the carrier’s delivery note or else no claims will be accepted. It is the responsibility of the customer to check all materials against the delivery note at the time of delivery. Any shortages or damaged goods must be reported within 24 hours of delivery. Shortages or replacements for damaged goods will be despatched by our standard delivery method.
6.8 Although we endeavour to deliver a complete order occasionally we may have Out of stock items. These will be despatched by our standard delivery method as soon as the item becomes available to Ellipse Fabrications Ltd, Ellipse Fabrications Ltd will not accept any liability if this delays the building of the structure.
7 Data Protection
7.1.1. When you register and use this site you will be asked to provide certain information such as your contact details. Ellipse Fabrications Ltd will store this data and hold it on computers or otherwise. Ellipse Fabrications will use this data to fulfil its agreement with you.
7.1.2. Ellipse Fabrications Ltd may use the information that you provide or that is obtained by us for the following purposes.
184.108.40.206. For the prevention and detection of fraud.
7.1.3. We may give information about you, under conditions of confidentiality, who may use it for the same purposes as set out above:
220.127.116.11. to employees and agents of Ellipse Fabrications Ltd to administer or improve any accounts, products and services provided to you by Ellipse Fabrications Ltd now or in the future.
7.1.4. We may also disclose your information:
18.104.22.168. To anyone to whom we transfer or may transfer our rights and duties under our agreement with you:
22.214.171.124. If we have a duty to do so or if the law allows us to do so.
7.1.5. Ellipse Fabrications Ltd may supplement the information that you provide to us with information that we receive from third parties.
7.1.6. Ellipse Fabrications Ltd endeavours to take all reasonable steps to protect your personal information. However, we cannot guarantee the security of any data you disclose on-line. You accept inherent security risks of providing information and dealing on-line over the Internet and will not hold us responsible for any breach of security unless this is due to our negligence or wilful default.
7.1.7. You have the right to see personal data (as defined in the Data Protection Act) that Ellipse Fabrications keeps about you, upon receipt of a written request and payment of a fee. If you are concerned that any of the information we hold on you is incorrect, please contact us.
7.1.8. Please be aware that our site may link to other websites which may be accessed through Ellipse Fabrications Ltd site. We are not responsible for the data policies or procedures or the content of these linked websites.
7.2 Contact Us at Ellipse Fabrications Ltd, Southside Farm, Boldron, Barnard Castle, CO Durham Dl12 9SP , email; firstname.lastname@example.org, telephone 01833 638675.
8.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Ellipse Fabrications Ltd has tendered delivery of the Goods.
8.2 The ownership of the Goods shall pass to the Customer at the time of the:
8.2.1 Passing of risk in the Goods to the Customer pursuant to sub-clause 8.1 if the goods have been paid for before despatch; or
8.2.2 receipt by Ellipse Fabrications Ltd of payment in full of the Price and cost of delivery;
whichever is the later.
8.3 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Ellipse Fabrications Ltd shall be entitled at any time to require the Customer to deliver up the Goods to Ellipse Fabrications Ltd and, if the Customer fails to do so forthwith, to force entry upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Ellipse Fabrications Ltd, but if the Customer does so all moneys owing by the Customer to Ellipse Fabrications Ltd shall (without prejudice to any other right or remedy of Ellipse Fabrications Ltd) forthwith become due and payable.
9 Insolvency of Customer
9.1 This clause applies if at any time before the ownership of the Goods passes to the Customer pursuant to sub-clause 8.2 one or more of the following events occurs (the “Cancellation Events”):
9.1.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
9.1.3 the Customer ceases, or threatens to cease, to carry on business;
9.1.4 Ellipse Fabrications Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to Ellipse Fabrications Ltd, Ellipse Fabrications Ltd shall be entitled to cancel the Contract or suspend any deliveries under the Contract without any liability to the Customer save that Ellipse Fabrications Ltd shall refund to the Customer all and any payments made to it in respect of the Price prior to the Cancellation Event. If the Goods have been delivered but not paid for at the date of the Cancellation Event the Price due in respect of the delivered Goods shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.
9.3 Presentation of a Delivery note, Consignment note, Invoice or any other evidence of delivery of products, goods or materials, will not be deemed effective to pass title to such products, goods or materials. Title shall only pass to the buyer on payment in full of the purchase price and any other additional costs incurred by Ellipse Fabrications Ltd in obtaining payment.
9.4 The buyer specifically agrees and authorises the seller to obtain access or force access to his premises in the event of non-payment of the purchase price to facilitate collection of the said products, goods and materials by the seller or his duly appointed agent.
10 Returns / Guarantees
10.1 Ellipse Fabrications Ltd offers limited guarantees in relation to the products it manufactures, which vary in length depending on the product in question, and such guarantees are stated below. During the guarantee period, Ellipse Fabrications Ltd warrants that the relevant Goods will be free from material defects in quality and workmanship, and that they will correspond to their specification. The guarantees do not affect your statutory rights.
10.1.1 Where a Structure / polytunnel is above 18ft wide with stated structural loading specifications or confirms to a BS / EU standard, We offer a 12 months replacement parts guarantee. This warranty covers the framework only. The warranty assumes that any damaged structure has been erected correctly and in accordance with our published instructions. If failure of the structure takes place, confirmation of wind speeds for that particular day will be required from the Meteorological Office. (No guarantee is offered for polythene or PVC covers)
10.1.2 Polythene / PVC is guaranteed by the manufacturer for the period stated by the manufacturer. This guarantee is only for manufacturing faults. Early degradation caused by old/damaged anti hot spot tape is not covered. All guarantees are only valid if the sheet is fitted correctly. Tunnel covers are not guaranteed against acts of violence, wilful damage, or acts of God i.e. storms or gale damage. The guarantee does not include labour costs for re-covering the polytunnel. Manufacturer’s terms and conditions of warranty apply. (Available on request).
10.1.3 The period of the guarantee commences from the date of delivery.
10.1.4 The guarantee stated does not cover rebuilding costs or any consequential losses,
10.1.5 No guarantee can be offered where parts are purchased individually and used on existing structures or for other purposes.
10.1.6 Whilst every care is taken to ensure our products are of the highest possible quality, the Ellipse Fabrications Ltd liability shall not exceed the value of the defective item or the total invoice value.
10.2 Ellipse Fabrications Ltd offers no warranties or guarantees in respect of products it sells which are manufactured by third parties, but wherever possible will pass the benefit of any warranty or guarantee it receives from the manufacturer to the Customer.
10.3 For the avoidance of doubt, Ellipse Fabrications Ltd shall not be liable for any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence, acts of god or use otherwise than as recommended by Ellipse Fabrications Ltd, failure to follow the manufacturer’s instructions, or any alteration or repair carried out without the approval of Ellipse Fabrications Ltd.
10.4 Any claim by you that the Goods are defective or fail to correspond with their description shall be notified to Ellipse Fabrications Ltd Limited in Writing within seven days of delivery or (where the defect was not apparent on reasonable inspection) within seven days of discovery of the defect: If you do not notify us of your claim within the seven days and in Writing as stated above, you shall not be entitled to reject the Goods and we shall have no liability for the defect or failure.
10.5 No materials will be accepted for credit without prior notice in writing, stating date of purchase, invoice number and reason for return. All goods returned if ordered incorrectly by the customer will be credited, less carriage charge and a 15% restocking fee. No refund will be given on incorrectly ordered non-standard items.
10.6 Upon receipt of your claim Ellipse Fabrications Ltd shall arrange for inspection of the rejected Goods. Ellipse Fabrications Ltd shall either, at its option, refund the full Price and delivery charges, or replace the Goods. If it is possible to repair or alter the Goods so that they do conform to their specification and warranted quality standards within a reasonable time period, then Ellipse Fabrications Ltd may choose to so repair or alter them. Ellipse Fabrications Ltd shall thereafter have no further liability towards the Customer.
11 Your right to cancel
11.1 If you are a consumer (as defined in The Consumer Protection (Distance Selling) Regulations 2000), you have the right to cancel the Contract at any time up to the end of seven working days after you receive the Goods. A working day is any day other than weekends and bank or other public holidays.
11.2 To exercise your right of cancellation, you must give written notice to Ellipse Fabrications Ltd at the following address, giving details of the Goods ordered and (where appropriate) their delivery: Ellipse Fabrications Ltd, Southside Farm, Boldron, Barnard Castle, Co Durham, DL12 9SP
11.3 If you exercise your right of cancellation after the Goods have been delivered to you, you will be responsible for returning the Goods to Ellipse Fabrications Ltd at your own cost. The Goods must be returned to the address shown in Clause 11.2, be in their original packaging, be in their original condition, and you must enclose the order number with the package. You must ensure that the Goods are not damaged in the meantime or in transit.
11.4 Once you have notified us that you are cancelling the Contract, Ellipse Fabrications Ltd will refund or credit you within 30 days from receipt of goods for any sum that has been paid by you or debited from your credit card for the Goods.
11.5 If you do not return the Goods as required, Ellipse Fabrications Ltd may charge you a sum not exceeding the direct costs of recovering the Goods.
11.6 This Clause 11 shall not apply to Orders for Goods to be manufactured to the Customer’s specifications where such Goods cannot easily be sold to other customers.
12 Exclusion of liability
12.1 Except in respect of death or personal injury caused by Ellipse Fabrications Ltd negligence, or liability for defective products under the Consumer Protection Act 1987, Ellipse Fabrications Ltd 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 an express term, 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 Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply in accordance with the Contract or at all) or the use or resale of the Goods by the Customer, and the entire liability of Ellipse Fabrications Ltd under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions. This clause shall not affect your statutory rights as a consumer.
13 Force Majeure
13.1 Ellipse Fabrications Ltd shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Ellipse Fabrications Ltd obligations in relation to the Goods, if the delay or failure was due to any cause beyond Ellipse Fabrications Ltd.’s reasonable control.
14.1 The Contract shall be governed by the laws of England and Wales and any dispute between us will be resolved exclusively in the courts of England and Wales. English is the only language offered for the conclusion of the contract.
14.2 We do not guarantee that our website will be compatible with your PC, and we accept no liability for any corruption or loss of data held on your PC, or any liability for any other loss or damage of any kind caused to your PC resulting from use of this website.
14.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its email address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.4 No waiver by Ellipse Fabrications Ltd of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.6 The Contract constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements. No change may be made to the Contract except in Writing signed by duly authorised representatives of both parties.
14.7 The fact that these Conditions are displayed electronically or transmitted via the Internet shall not affect their validity or enforceability.
14.8 Due to our policy of continuous improvement, Ellipse Fabrications Ltd reserves the right to alter any specification or price or website information without prior notice.