Unless expressly agreed in writing all goods are sold subject to
the following terms and conditions to the exclusion of any terms
and conditions of the buyer and no agent or representative of the
Seller has any authority to vary or omit these terms and conditions
or any of them. In these terms and conditions the expression the
Seller means Elite Group.
1. Preliminary work
Work produced, whether experimentally or otherwise, at the
buyer’s request, will be charged for. The Charge will be
arrived at by incorporating
(a) The actual product manufactured cost experimental/prototype
(b) The Transit costs incurred from factory to final
(d) Administration costs incurred for time taken to manage the
preliminary work will be charged at a rate of £30 per hour.
Proposals for the work
will be based upon the information and materials provided by the
buyer and no warranty or representation is given concerning
suitability. The buyer will be
responsible for final checking and approval of the Work.
2. Cost variation
Estimates are based on the current cost of production (materials,
working hours and wages), and are subject to amendment on or after
acceptance to meet any recognised rise or fall in such costs. In
particular where the seller has not had sight of the job before
preparing the estimate the cost may vary accordingly.
3. Artwork, designs and blocks
Artwork, designs and blocks supplied by the Seller, remain the
Seller’s property unless purchased by the buyer. In any event
any intellectual property rights in such artwork, design, blocks,
printing plates, any preliminary work or concepts asked for in
advance of any orders remains the seller and cannot be used by
4. Illegal matter
The Seller shall not be required to print any matter which in their
opinion is of an illegal nature. The responsibility of producing
work protected by copyright is the buyer’s responsibility and
the buyer shall hold the Seller harmless in respect thereof on a
full indemnity basis.
Whilst every effort will be made by the Seller to supply material
in accordance with the quality submitted or estimated for, this
cannot be guaranteed by the Seller and no condition or warranty to
this effect shall be implied.
6. Buyer’s property and property
The buyer’s property and all property supplied to the Seller
on behalf of the buyer will be held at the buyer’s risk.
Materials supplied must meet the specification required for the
purpose supplied and be sufficient to incorporate wastage. No
responsibility can be accepted by the Seller for imperfect work
caused by defects in or unsuitability of materials so supplied.
Transit insurance and insurance for buyer’s property held by
the Seller to be the buyer’s responsibility.
7. Manufacturing standards
All products are manufactured to tolerances as specified in the
relevant PIFA Standards. Every endeavour will be made by the Seller
to match colours but exact matching cannot be guaranteed. Material
thickness given is calculated on a ± 10% tolerance.
8. Suitability of goods
Suitability of goods for every purpose cannot be guaranteed by the
9. Packing standards
The Seller will strive to achieve the exact amount packed per
carton in accordance with the buyer’s speciation, subject to
a ± 10% tolerance.
10. Cancellation and amendments
In the absence of any agreement to the contrary between the Seller
and the buyer, estimates are given on the condition that not less
than three months notice is given to terminate or amend the
contract to manufacture monthly productions and not less than one
months notice in the case of weekly productions. The Seller cannot
accept cancellation if the goods are in process of manufacture or
in transit. The Seller is entitled to recover from the buyer any
costs incurred for work done or materials purchased at the time of
11. Variations in quantity supplied
The Seller will endeavour to manufacture and deliver the correct
quantity ordered by the buyer, but owing to the difficulties of
producing exact quantities, estimates are conditional upon a margin
of ± 10% tolerance the differential to be charged for or
(i) Save as expressly provided in these terms and conditions and in
sub-clause (ii) (iii) and (iv) of this clause all warranties,
conditions, guarantees or representations, express or implied,
statutory or otherwise are hereby excluded, and the Seller shall
not be liable for any damage, expense or injury of any kind
whatsoever, consequently or otherwise, arising out of or due to or
caused by any defect or deficiencies of any sort in the goods
supplied by the Seller and whether such defects or deficiencies are
caused by the negligence of the Seller or its servants or agents or
(ii) The Seller agrees to make good by replacement or to pay to or
allow the buyer a reasonable sum not exceeding in any events the
defects which arise solely from faulty materials or workmanship
within a period of 12 months of delivery.
(iii) The Seller does not exclude its liability for any breach on
the part of the Seller of any undertaking as to title, quiet
possession and freedom from
encumbrance which may be implied by section 12 of the Sales of
Goods Act 1979.
(iv) This clause shall not deprive a buyer dealing as a consumer
pursuant to section 12 of the Unfair Contract
Terms Act 1977 of his statutory rights.
(v) Without prejudice to sub-clause (iii) and (iv) of this clause
any damages recoverable by the buyer from the Seller for breach of
contract or negligence
shall be limited to the invoice value of the goods.
13. Claims for shortages and defective goods
(i) No claims for shortages in delivery or in respect of defective
goods shall be made unless the Seller is notified in writing within
14 days of the receip thereof by the buyer or the buyer’s
customer where that is the initial delivery location and the Seller
is afforded the opportunity of checking and viewing the goods under
complaint. In any event no claim shall be entertained by the Seller
for goods which have been cut, trimmed or processed by the buyer or
the buyer’s customer. In the absence of any such notification
the buyer shall be deemed to have accepted the goods.
(ii) Claims in respect of shortage or defective goods shall not
constitute grounds for the withholding of payment by the buyer of
his accounts and shall not give any right of set off against
payments due from the buyer to the Seller.
(iii) In respect of defected goods the seller must be given the
opportunity to rectify or replace the defected goods on behalf of
the buyer. This is not a
fundamental breach of contract on part of the seller or buyer.
The method of disposal of any defective goods is entirely at the
discretion of the Seller.
(iv) Carriage charges credited for return of goods accepted by the
Seller as defective will be calculated from the original point of
delivery by the Seller.
(v) The Seller’s decision on all matters relating to
settlement of claims shall be final.
Failure to deliver within the proposed time shall not entitle the
buyer to any claim upon the Seller by reason of such failure and
shall not be sufficient cause for cancellation by the buyer. Where
delivery is made by instalments, delay in delivering one or more
instalments shall not entitle the buyer to refuse to accept any
remaining instalments. Delivery will normally be by the
Seller’s contractor and is allowed for in normal estimates.
Should delivery of goods be required sooner than the originally
proposed date requisite for its proper production, every effort
will be made to ensure freedom from defects, but reasonable
allowance must be made by the buyer under such circumstances.
Should such delivery necessitate overtime, special transport
arrangements or other costs additional to the estimate, a charge
will be made to cover such increased costs.
15. Consequential loss
Responsibility will not be accepted by the Seller for any losses,
costs, damages or expenses, consequential or otherwise where direct
or indirect suffered by the buyer and occasioned by errors, or by
delay in delivery.
16. Damage and loss in transit
Except where the buyer has given special instructions as to
carriage or delivery and delivery has been made to the order of the
buyer the opportunity of checking and viewing the goods will either
replace free of charge goods damaged or lost in transit or allow
credit therefore not exceeding the invoice value of the goods
provided the buyer shall give the Seller notice in writing of the
extent and nature of the damage or loss as the case may be:
(i) Where goods are delivered by the Seller within 14 days of the
date on which the goods were delivered.
(ii) Where the goods are delivered by outside carriers within such
time as will enable the Seller to comply with such carrier’s
conditions of carriage for the notification of such claims.
The Seller will either replace free of charge goods which have not
been delivered or allow credit therefore not exceeding the invoice
value of such goods provided that notice is given by the buyer to
the Seller within 3 days or either the date for delivery mentioned
in the invoice or the receipt of the invoice by the buyer whichever
is the later.
18. Force majeure
Every effort will be made to carry out any contract based on an
estimate, but the due performance of it is subject to variation or
cancellation owing to an Act of God, War, Strikes, Lock-outs, Fire,
Flood, Drought, or any other cause beyond control, or owing to
inability to procure materials or articles except at increased
prices due to any of the foregoing causes.
19. Retention of title and risk
(i) Goods shall remain the property of the Seller until payment has
been received by the Seller for the goods and for all other goods
which have been delivered by the Seller to the buyer at the time of
full payment for such former goods.
(ii) Until such unconditional payment the buyer shall:
(a) Keep such goods in its capacity as bailee for the Seller,
(b) Store the goods separately and clearly identify the goods so
that they can be clearly recognised as theproperty of the
(iii) The buyer may dispose of the goods in respect of which
property has not passed hereunder in the ordinary course of its
business as principal but only at such time as the buyer has
disposed of all goods of the same kind supplied by the Seller for
which payment in full has already been made.
(iv) If the buyer incorporates the goods into other products before
property passes (with the addition of its goods or those of others)
or uses such goods as material for other products (with or without
such additions) the property in those products including the final
product is upon such incorporation or use and by that event
transferred to the Seller and the buyer shall maintain records
sufficient to enable the manufactured products and the goods
incorporated therein to be identified, measured or otherwise
(v) If the goods or any part thereof whether or not incorporated
into other products or used as material for other products are
re-sold by the buyer before
he has made unconditional payment to the Seller as aforesaid the
buyer shall in its fi duciary as agent for the Seller hold all
proceeds of sale in respect thereof in trust for the Seller and in
a separate account to be opened by the buyer for the purposes of
receiving only the proceeds of such sales and be accountable to the
Seller in respect thereof.
(vi) The buyer hereby assigns to the Seller all rights and claims
which the buyer may have against its own customers arising from
sales to its own customers referred to in sub-cause (v) above until
unconditional payment has been made to the Seller in full as
(vii) If before property in goods has passed to the buyer the buyer
is in breach of any payment obligation hereunder or enters into
liquidation or suffers a receiver to be appointed the Seller may
give notice to the buyer terminating the contract whereupon the
buyer shall at his own expense re-deliver such goods to the Seller.
In such cases the Seller may with or without previous notice takes
possession of and sell the goods and is in such circumstances
irrevocable authorised to enter the premises on which the goods are
situated and remove the same as the buyer’s expense.
(viii) Notwithstanding the provision of this clause risk in all
goods supplied shall pass to the buyer on delivery whereupon the
buyer shall be liable for the insurance of such goods.
(ix) No defect or invalidity of any of the above sub-clauses (or
any part thereof) shall effect the validity of any other sub-clause
or any other part of such sub-clause.
The Seller shall have a general lien on all property belonging to
the buyer in the possession of the Seller in respect of all monies
due to the Seller from the buyer.
If the buyer ceases to pay his debts in the ordinary course of
business or cannot pay his debts as they become due or being a
company is deemed to be unable to pay its debts suffers a receiver
to be appointed or has a winding-up petition issued against it or
being a person commits an act of bankruptcy or has a winding-up
petition issued against him, the Seller without prejudice to other
remedies shall have the right not to proceed further with the
contract or any other work for the buyer and be entitled to charge
for work already carried out (whether completed or not) and
materials purchased for the buyer, such charge to be an immediate
debt due to him.
23. Time for payment
The buyers shall pay 50% deposit on order and invoice balance prior
to dispatch of goods from our factory. If the buyer fails to pay
the Seller on or before the date specified for payments all sums
due to the Sellers specified in the Sellers invoice the Seller
(a) suspend delivery under all or any contracts with the buyers
whilst the buyer remain in arrears with payment, and/or
(b) charge interest at the rate of 8% per annum above the Bank of
England base rate in accordance with Late Payments of Commercial
(c) give notice in writing that if any such sums shall remain
unpaid for 21 days after the date the same fell due
for payment all or any such contracts may be cancelled and if such
sums are not paid within the said period of 21 days the Sellers may
by further notice forthwith determine all such contracts and claim
damages for wrongful repudiation thereof by the buyers.
24. Governing law
These terms and conditions and the contract between the parties
shall be governed by and construed in accordance with English law
and the parties hereto admit to the non-exclusive jurisdiction of
the English Courts. IN ALL MATTERS OF DISPUTE THE LAW OF ENGLAND
AND WALES WILL TAKE PRECEDENCE OVER ANY OTHER LAWS WORLDWIDE.
Elite Group terms and conditions of sale.
Please read these Terms & Conditions – it will be taken
you are in agreement with the Terms & Conditions unless we hear
back from you.