(a) In these Conditions: “Client” means the Client indicated on the Quotation; “Contract” means any contract between the Client and Elkis for the sale and purchase of Products and/or the supply of a Lighting Design incorporating these Conditions; “Elkis” means Elkis Ltd a company incorporated under the laws of Scotland with company number SC462891 whose registered office is at 21 Moorfield Avenue, Kilmarnock, Ayrshire,
KA1 1TT; “Lighting Design” means a design for the location of Products; “Products” means lighting products and any associated items all as shown on the Quotation to be supplied by Elkis; “Quotation” means an Quotation for Products submitted by Elkis to the Client; “Site” means the site that is the subject of the Lighting Design; and
“Working Days” means any day other than a Saturday, Sunday or public holiday in England and Scotland.
(b) These Conditions supersede all prior representations or arrangements, and contain the entire agreement between the parties in connection with the Products and the Lighting Design. All other terms and conditions, express or implied, are excluded. None of Elkis’ employees or agents has authority to modify or supplement these Conditions.
(c) Words in the singular include the plural and in the plural include the singular. Words
in one gender include all genders.
(d) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
(e) These Conditions apply to the sale of Products to Clients who are not consumers purchasing products for domestic use. Please contact us directly if you are a consumer who wishes to purchase Products for domestic use.
2. Lighting Design
(a) If requested to do so, before preparation of a Quotation, Elkis shall prepare a Lighting Design based on information or drawings of the Site provided by the Client. The Client shall use all reasonable endeavours to ensure that the information or drawings it provides to Elkis are accurate and complete.
(b) The Client agrees that Elkis does not prepare a Lighting Design based on photometric data. At the Client’s request, Elkis shall use reasonable endeavours to procure that a third party prepares a Lighting Design based on photometric data. The costs for such a Lighting Design based on photometric data shall be paid by the Client in advance of the supply of such a Lighting Design.
(c) The Client agrees that the Lighting Design is based on a subjective interpretation of the Products required, the Site itself and suitable locations for the Products. If the Client wishes to enter into the Contract for the supply of the Products, the Client shall review any Lighting Design provided by Elkis and shall notify Elkis of any errors. Elkis
shall promptly amend such errors.
(d) If no notice is received under Condition 2c, and a Contract for the supply of the Products comes into existence, the Client shall be deemed to have accepted the Lighting Design and the Client assumes all responsibility for the Lighting Design, including that the Lighting Design meets the Client’s requirements and is suitable for
the Client’s intended needs. The Client acknowledges that Elkis relies on the Lighting Design in manufacturing and/or sourcing the Products.
3. Order Process and Cancellation
(a) Unless stated on the Quotation or otherwise agreed in writing by Elkis, a Quotation is valid for 30 days. A Quotation is subject to these Conditions.
(b) If the Client or its architect, designer or other supplier has prepared a Lighting Design and the Client provides such Lighting Design to Elkis, Elkis shall be entitled to rely on such design in preparing the Quotation and accordingly has no liability for any errors in relation to the Quotation arising as a result of an error in such Lighting Design.
(c) Unless otherwise agreed in writing by Elkis, a legally binding Contract between the Client and Elkis for the supply of the Products shall come into existence only if (i) the Client accepts in writing (including by email) the terms of a Quotation; or (ii) Elkis receives the full fee or the first instalment of the fee as indicated on the Quotation or
agreed by Elkis while the Quotation remains valid.
(d) The Client agrees that once the Contract has come into existence it may not be
cancelled by the Client.
(a) The specification for the Products shall be substantially as set out in the Quotation and any Lighting Design.
(b) All samples, descriptive matter and advertising issued by Elkis and any descriptions or illustrations contained in catalogues or brochures issued by Elkis or any third parties are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They will not form part of these Conditions and this
is not a sale by sample.
(a) Prices are exclusive of VAT. All sums due to Elkis shall be paid to the account stated on the Quotation and in accordance with the timetable stated on the Quotation. If no timetable is included in the Quotation, the total fee is due 50% when the Contract comes into existence (in accordance with Condition 2b), and the remaining 50% within
30 days of completion of the Contract.
(b) If the Client fails to pay any sum by the due date, in addition to the rights and remedies set out in these Conditions, Elkis shall be entitled to (i) suspend delivery of the Products until payment is made; (ii) claim costs and interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or (iii) terminate the Contract.
(a) Delivery dates (if any) set out in a Quotation or otherwise requested by the Client or given by Elkis are given or accepted by Elkis in good faith but are not guaranteed.
(b) Delivery of the Products shall be made to the Site.
(c) The Client shall take delivery of the Products and delivery shall be effective when the Products are unloaded at the Site. The Client shall be responsible for all storage costs, additional delivery costs, restocking costs and other costs incurred by Elkis together with a reasonable administration fee a result of the Client’s failure to take delivery of
(d) Elkis may deliver the Products by instalments.
(e) Elkis shall be entitled to take photographs of the Products following installation for
use in its marketing materials.
7. Defective Products
(a) Elkis shall use reasonable endeavours to ensure that the Products are of a satisfactory quality and fit for purpose.
(b) The Client shall inspect the Products on receipt. Unless otherwise stated in the Quotation, Elkis provides a 3 year guarantee on all Products. Elkis shall replace any Product if it is clearly defective within 3 years from the date of delivery. The Client must notify Elkis of the defect within 30 days of the date that the Client became
aware of the defect. This does not apply to (i) damage as a result of any accident or deliberate act; and/or (ii) if the Client or any third party engaged by the Client has attempted to repair the Product or has otherwise altered the Product.
(c) If it is shown to Elkis’ reasonable satisfaction that a Product is defective, subject to Condition 7b, Elkis will either refund the purchase price or repair or replace the Product within a reasonable time, free of charge. SUCH REFUND, REPAIR OR REPLACEMENT SHALL BE ELKIS’ SOLE LIABILITY IN RELATION TO ANY SUCH FAILURE. For the avoidance of doubt, Elkis shall not be liable for the costs of re-installation of a defective Product. Replacement Products are covered by these Conditions. Products which are alleged not to comply with the Contract shall as far as possible be preserved for inspection by Elkis and where Elkis agrees to refund, repair or replace the Products, the
defective Product shall be made available for collection by Elkis.
(d) Elkis does not exclude any liability which cannot be excluded as between the Client and Elkis under any provision of applicable law.
8. Force Majeure
(a) Elkis shall not be liable for any failure to comply with the Contract related to any circumstances whatever (whether or not involving Elkis’ negligence) which are beyond Elkis’ reasonable control and which prevent or restrict Elkis from complying with the Contract.
(b) Elkis may where reasonable in all the circumstances (whether or not involving Elkis’ negligence) without liability suspend or terminate (in whole or in part) its obligations under the Contract, if Elkis’ ability to manufacture, supply, deliver or acquire materials for the production of the Products by Elkis’ normal means is materially impaired.
9. Termination and Suspension
Elkis may (without prejudice to its other rights or remedies) terminate or suspend Elkis’ performance of the whole or any outstanding part of the Contract if:
(a) the Client breaches any term of any Contract with Elkis including but not limited to a
failure to pay sums due by the due date; or
(b) the Client goes into administration or becomes insolvent or if a receiver or encumbrancer takes possession of any material part of the Client’s assets; or
(c) Elkis has reasonable grounds for suspecting that an event in Condition 9b will occur.
10. Risk and Title
(a) Risk in the Products shall pass to the Client upon delivery as delivery is determined in accordance with these Conditions.
(b) Title to the Products shall pass to the Client on receipt by Elkis of the full fee due under the Contract. Until such time as title passes, the Client shall (i) not install the Products and shall store the Products separately from all other goods and in such a way that they remain readily identifiable as Elkis property; and (ii) maintain the Products in
satisfactory condition. The Client grants to Elkis and its agents an irrevocable licence at any time to enter any premises where the Products are stored to recover the Products if the Client fails to make payment of the price for Products by the due date, or if Elkis has reason to believe that the circumstances set out in Condition 9b
are likely to take place.
11. Intellectual Property
(a) The Client acknowledges that all copyright, design rights, trade marks, trade names and any other intellectual property rights of a similar nature (whether or not registered) in the Lighting Design and in the Products belong to Elkis or its licensors.
(b) The Client shall not, and shall not assist or enable a third party to, copy or use any designs or remove any copyright notices from the Quotation or the Lighting Design.
(c) The Client shall be entitled to reproduce the Lighting Design, and share the Lighting Design with third parties (i) only if a Contract for the sale of the Products comes into existence and all sums due under that Contract have been paid in full; and (ii) solely in respect of the installation of Products at the Site.
(a) The Client agrees that Elkis does not warrant that (i) the Lighting Design is appropriate for the structure, services locations and/or engineering design of the Site; (ii) the Lighting Design complies with any applicable laws; and/or (iii) the
Lighting Design or the Products will operate with any other lighting products supplied by a third party not engaged by Elkis.
(b) Elkis has no liability in relation to the installation of the Products and/or in relation to a Lighting Design produced by a third party including under Condition 3c.
13. LIMITATION OF LIABILITY
(a) WITHOUT PREJUDICE TO ANY OTHER LIMITATION OF ELKIS’ LIABILITY (WHETHER EFFECTIVE OR NOT):
(i) IN NO CIRCUMSTANCES WHATEVER SHALL ELKIS BE LIABLE (IN CONTRACT, TORT OR OTHERWISE, AND IRRESPECTIVE OF ANY NEGLIGENCE OR OTHER ACT, DEFAULT OR OMISSION OF ELKIS OR ITS EMPLOYEES OR AGENTS) FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING LOSS OF GOODWILL, BUSINESS OR ANTICIPATED SAVINGS), LOSS OF PROFITS OR USE, OR ANY THIRD PARTY CLAIMS, IN CONNECTION WITH THE PRODUCTS, THE LIGHTING DESIGN OR THE CONTRACT; AND
(ii) ELKIS’ TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THE PRODUCTS, THE LIGHTING DESIGN AND THE CONTRACT (IN CONTRACT, TORT OR OTHERWISE AND WHETHER OR NOT RELATED TO ANY NEGLIGENCE OR OTHER ACT, DEFAULT OR OMISSION OF ELKIS OR ITS EMPLOYEES OR AGENTS), IS LIMITED TO THE INVOICE PRICE FOR THE PRODUCTS CONCERNED.
(b) ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR
COMMON LAW (SAVE FOR THE CONDITIONS IMPLIED BY S.12 SALE OF GOODS ACT 1979) ARE TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT.
(c) THIS CONDITION 13 APPLIES NOTWITHSTANDING ANY FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM OF THE CONTRACT BY ELKIS.
(e) NOTHING IN THESE CONDITIONS EXCLUDES OR LIMITS THE LIABILITY OF ELKIS FOR
DEATH OR PERSONAL INJURY CAUSED BY ELKIS NEGLIGENCE, FOR FRAUD OR FOR
(a) The Contract may not be assigned by the Client without Elkis’ prior written consent.
(b) Notices must be in writing to Elkis’ or the Client’s address and are deemed delivered on
the first Working Day after sending by hand or on the third Working Day after being
placed prepaid in the first class post to the Client’s or Elkis’ address.
(c) No failure by Elkis to enforce any provision of the Contract shall be construed as a release of its rights relating thereto or to sanction any further breach.
(d) If any provision of the Contract is found to be invalid or unenforceable it shall have effect to the maximum extent permitted by law, or, if not so permitted, shall be
(e) The provisions of Conditions 10, 12, 13 and 14 shall survive any termination of the Contract.
(f) The Contract shall be governed by and construed in accordance with the laws of Scotland and the Scottish courts shall have exclusive jurisdiction in relation to the
(g) Any personal data that the Client provides to Elkis will be held securely and processed only for the purposes of these Conditions. Elkis may share the Client’s personal data with credit reference agencies, banks and other responsible organisations in order that Elkis can fulfil the Contract.