Terms and Conditions of Sale
Stelor Ltd

1)   DEFINITIONS

1.1          The “Company” shall mean Stelor LTD (Company Number NI697793) 1 Ferguson Drive, Knockmore Hill Industrial Park, Lisburn, Co. Antrim, BT28 2FL.

1.2          “Goods” shall mean all the articles, products and material supplied, manufactured or otherwise dealt in by the Company.

1.3          “Customer” shall mean the person, firm or company with whom the contract is made.

1.4          “Contract” shall mean the contract between the Company and the Customer for the sale of the Goods into which these conditions are incorporated.

1.5          “Order” shall mean the written or oral order placed by the Customer.

1.6          “Writing” and “Written” shall include facsimile transmission and E-Mail and any comparable means of communication.

1.7          “Electronic Order” shall mean any order placed by the customer via the company’s web or EDI ordering services.

 

2)            GENERAL

2.1          All quotations are given and all orders are accepted on these terms and conditions which supersede any other terms appearing in the Company’s price list, documentation or elsewhere.

2.2          The Customer acknowledges that there are no representations outside these terms which have induced it to enter into the Contract and that these terms and conditions alone shall govern and be incorporated into the Contract for the sale of Goods by the Company to the Customer.

2.3          No modification nor any variation of these terms and conditions shall have any legal effect whatsoever unless made by an express written agreement signed by a director of the Company.

2.4          The Company reserves the right to correct any clerical or typographical errors contained in any document or information issued by the Company and without any liability on the part of the Company.

 

3)            Orders

3.1          All Orders or requests for quotations will be accepted via writing and in some cases via telephone or by Electronic Order. Orders sent in confirmation of telephone instructions shall be clearly marked as such by the Customer. The Customer shall be liable for any additional cost or expense incurred by the Company either because of the customer’s failure to clearly mark the Order “Confirmation only” or to provide a written order.

3.2          For all Electronic Orders please see separate terms and conditions published on our website.

3.3          Errors arising from handwritten Orders or Orders submitted on any other documentation other than the Company’s Order Portal will be at the liability of the customer. The Customer shall be liable for any additional cost or expense incurred by the Company as a result of such errors and shall not be obliged to accept the return of any Goods supplied on foot of such Order.

3.4          The Customer shall be liable for any additional cost or expense incurred by the Company as a result of any error made by the Customer on any Order Form. The Company will not be obliged to accept the return of any Goods supplied on foot of any Order which contains an error of any kind whatsoever by the Customer

3.5          For all wholesale items the company employs a minimum quantity policy. For all minimum quantities please refer to the company trade book or Order Portal.

 

4)            QUOTATIONS

4.1          Quotations are subject to withdrawal at any time before acceptance by the Company of any order from the customer and shall be deemed to have been withdrawn unless so accepted within 28 days from the date of offer.

4.2          The Quotation does not form an offer capable of acceptance by the Customer but merely an invitation to the Customer to make an offer in accordance with the terms of the quotation.  The Contract shall not come into effect until the Company has dispatched the Acknowledgement of Order to the Customer.

4.3          The prices given in any quotation by the Company are estimates only and may be varied by the Company at its sole discretion at any time prior to a Contract being entered into.

 

5)            THE GOODS

5.1          All descriptions, illustrations, price lists, advertisements and samples are intended merely to present a general idea of the Goods and are provided for information and guidance only and nothing contained in any part of them shall form any part of the Contract.

5.2          The Customer shall satisfy itself that the Goods are suitable for any product or application for which they are to be used.

5.3          Any representation or an opinion made orally by an employee of the Company which materially affects the Customers decision to place an order for the Goods, the Customer shall ensure that such details are confirmed in writing and signed by a director of the Company so as to form part of the Contract, otherwise no liability can be accepted by the Company.

5.4          Where Orders require modification or clarification for technical reasons before production can begin the Company will contact the Customer by e-mail to clarify and to ask that the Customer confirm the specification beyond doubt. The Customer will then communicate in writing the exact specification required.  The Order will not be processed until the Company has received written specifications from the Customer.

5.5          Whilst every attempt will be made by the Company to ensure that Goods sold match in every respect to any sample or description; any minor or immaterial variation or change in colour shall not entitle the customer to reject the Goods nor to claim any compensation for such variation or change.

 

6)            THE PRICE

6.1          Subject to the provision of Clause 6.2 prices for the Goods shall be those set out in the Company’s price list current at the time of Contract or as otherwise agreed in writing and signed by a director of the Company.

6.2          The Company reserves the right to increase the price of the Goods before delivery by an amount equal to any increase which may have arisen in the cost to the Company of acquiring and delivering the Goods.

6.3          The prices given in any quotation by the Company are estimates only and may be varied by the Company in its sole discretion and prices quoted are for quantities expressed.  Any variation in quantity may entitle the Company to vary the price quoted.

6.4          The price is exclusive of any Value Added Tax.

 

7)             CANCELLATION 

7.1          For all amendments and cancelations the Customer must notify the Company immediately by either telephone or in writing, at which stage the Company will confirm if the cancellation or amendment can be accepted.

7.2          The Customer may not cancel the Contract without the previous consent of the Company, which if given, shall be deemed to be on the express condition that the Customer shall indemnify the Company against the loss, damage claims or actions arising out of such cancellation.

7.3          All wholesale Orders may be cancelled or amended at any time up until point of dispatch however the company reserves the right to apply a cancellation charge to all such queries.

7.4          In the event of cancellation the Company will notify the Customer as soon as is reasonably possible.

 

8)            PAYMENT 

8.1          No Customer shall be granted a credit account unless first applied for in writing and approved in writing by a director of the Company.

8.2          Unless otherwise agreed in writing by the Company, terms of payment are strictly nett; Payment must be made in the currency of the issued invoice.

8.3          Payment for the Goods shall be made not later than the 21^st Day of the Calendar month following the month of invoice.

8.4          Time of payment shall be the essence of the Contract.

8.5          Without prejudice to the right of the Company to payment in accordance with the terms above, the Company at its discretion, shall have the right to charge interest in respect of all or any outstanding sums from the due date for payment until payment in full (including all interest due) is received by the Company and shall be payable at the rate of 9 per cent over the base lending rate for the time being of the Bank of Ireland at Belfast and shall accrue from day to day.

8.6          Payment of the price in full by the due date shall be a condition precedent to future deliveries under the same or any other Contract existing between the Company and the Customer.

8.7          The Company reserves the right to review the Customers credit status on an ongoing basis.

8.8          Where the Company refuses to grant a credit account or when an Order takes a Customer above their credit limit goods will not be dispatched until payment is made.

8.9          Without prejudice to Clause 8.3 any complaint by the Customer in respect of the quality or state of part of the order will not affect the liability of the Customer to make payment within the terms herein in respect of the remainder of the Order.

8.10        All invoice/financial queries must be presented to the Company within five working days of the date of the invoice under query. The Company will not be liable for any claims after this period and will not grant deferment of payments.

 

9)            DELIVERY

 9.1          Delivery dates or times stated in Quotations or order acknowledgements shall not be legally binding and are reasonable estimates only which the Company will make reasonable endeavours to meet.  Time shall not be of essence of the Contract.

9.2          It is the Customer’s responsibility to fully inspect all Goods at the time of delivery and confirm that the Goods conform to the Customer’s Order.

9.3          The Customer shall notify the Company of any claim for damaged or faulty Goods or non-conformation with the Customers Order within three days of delivery by completing a Quality Control Report. Should the Customer fail to notify the Company of any alleged damage or fault within this time period then the Company shall not be required to accept the return of such Goods, nor will the Company be obliged to offer refund or replacement.

9.4          The Customer shall notify the Company of non-delivery within seven days of the invoice date and failure to do so by the customer will render void any possible claim of any nature against the Company arising out of non – delivery.

9.5          Any special instructions that the Customer may have with respect to delivery must be submitted to the Company by the Customer. The Company will not accept any instructions to deliver at third party premises.

9.6          The Company at its option may cancel or suspend (or suspend and later cancel) the delivery of all or any of the Goods in the event of default by the Customer in making payment due under the Contract or under any other Contract between the Company and the Customer or in the event that the Customer shall die or become bankrupt or being a Company shall be deemed by virtue of Article 103 of the Insolvency (Northern Ireland) Order 1989 (or equivalent legislation) to be unable to pay its debts, enter into liquidation or have a receiver appointed of its undertaking property or assets or any part thereof or offer or enter into any agreement or composition with its Creditors or suffer the appointment or the presentation of a petition for the appointment of an Administrator or be subject to any winding up order or presentation thereof.

9.7          The Company will not be liable for any transit-related claims where the Customer or nominated representative has collected the Goods from the Company

9.8          All Goods requested for collection will be held for one calendar week from the date of notification that Goods are ready for collection, after which time the Company will dispatch the Goods to the Customer. In all such cases the Customer will be liable for any subsequent charges.

9.9          All wholesale Orders flagged for collection will be held for one calendar week from date of notification for collection after which time they will be returned to stock without prior notification to the Customer. The Company reserves the right to charge a handling fee in such instances.

 

10)          Returns

10.1        UNDER NO CIRCUMSTANCES SHALL ANY GOODS BE RETURNED UNLESS AGREED BY THE COMPANY.  NO CREDIT WILL BE GIVEN FOR GOODS RETURNED WITHOUT THE COMPANY’S PERMISSION OR WHERE THE COMPANY HAS NOT ARRANGED THE COLLECTION OF SUCH GOODS.

10.2        Any unwanted wholesale Goods may be returned by agreement to the Company within 56 days of delivery date providing the Goods are of new, unused condition. The Company reserves the right to charge a 20% handling fee for accepting all such. Goods original shipping fees will not be credited.

10.3        The Customer shall be responsible for ensuring that the Goods being returned are packaged suitably, in the original packaging and are accompanied by a packing note stating the Customers name and address along with the Company’s delivery note number and delivery date.

10.4        Provided that the Customer has complied with the terms of clauses 10.1, 10.2 and 10.3 above and at its discretion the Company finds the Goods defective in quality or state the Company at its option shall either:-

a) Replace the Goods by delivering replacement goods to the original place of delivery as soon, as is reasonably practicable.

b) Refund the nett invoice value of the defective Goods by means of credit to the Customer’s account or where the Customer does not hold an account with the Company by repayment. Under no circumstances shall Customer deduct the value of any returned product from any remittance due.

c) Repair the Goods free of charge to the Customer.

 

11)          RETENTION OF TITLE

11.1        The following provisions shall apply to all Goods which under the Contract the Company agrees to supply to the Customer.  No failure of the Company to enforce strict compliance by the Customer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company’s rights under this clause.

11.2        The property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other sums owing to the Company by the Customer on any account.

11.3        Risk of loss or damage to the Goods shall pass to the Customer at the time the Goods are delivered by the Company to the Customer.

Delivery of the Goods shall be deemed to have taken place:-

a) Should the contract include carriage of the Goods by the Company where the Goods are unloaded at the place for delivery specified by the Customer in the event that the Customer fails to specify an address to the address which the Customer carries on business.

b) Where the Goods are handed over to the Customers carrier.

c) Where the Customer collects the Goods from the Company’s premises.

 

11.4        The Customer in the event of any sale or disposal of the Goods shall hold on trust for the Company the whole of the proceeds.

11.5        If the Customer fails to make payment of any sum owing in accordance with the Terms of Payment herein then the Company shall be entitled to immediate return of all Goods supplied by the Company to the Customer in which the property has not passed to the Customer and the Customer hereby authorises the Company to enter any premises of the Customer or any third party and recover the Goods.  Demand for or recovery of the Goods by the Company shall not of itself discharge either the Customers liability to pay the whole of the price and take delivery of the Goods or the Company’s right to sue for the whole of the price.

11.6        Upon Delivery of the Goods the Customer shall hold the Goods solely as the Company’s fiduciary agent and bailee.  The Goods shall remain the property of the Company until such time as the Customer shall have paid the Company the full purchase price of the Goods and all other sums owing to the Company from the Customer.

11.7        The Customer shall keep the Goods separate from those of the Customer and third parties and properly stored and identified as the Company’s property.

11.8        The Customer shall be entitled to resell or use the Goods in the ordinary course of its business.  The proceeds of sale of the Goods or any product incorporating any of them shall belong to the Company.  The Customer shall immediately upon the receipt of the proceeds of the sale and whether or not payment has become due under paragraph 7 hereof remit to the Company the full purchase price of the Goods sold on (less any part which has already been paid) and all other sums owing by the Customer to the Company.  The Customer shall keep all such proceeds separate from any monies or property of the Customer and third parties and shall hold such monies as trustee and agent for the Company.

11.9        Until such time as the Customer shall have paid the Company the full purchase price of the Goods and all other sums owing to the Company from the Customer the Company shall be entitled at any time to enter upon any premises of the Customer or any third party where the Goods are stored and do all other things necessary to recover the Goods or any part thereof.

11.10      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 the Company but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable.

11.11      The Customer shall not be entitled to dispose of any property in the Goods (by sale or otherwise) to the holding company of the Customer or to any subsidiary of the Customer or any such holding company.

11.12      The Customer shall maintain all appropriate insurances in respect of the Goods from the date on which risk therein passes to it.

 

12)          SPECIFICATION

12.1        All specifications and particulars of dimensions submitted by the Company are approximate only and the descriptions, colours and illustrations contained in any catalogue price list or advertisement material are intended merely to present a general idea of the Goods and none of them shall form part of the Contract. The Company may change any such specifications and particulars without notice at any time.

12.2        The Customer is responsible for ensuring that the Goods ordered are sufficient and suitable for it’s purposes. The Customer will not rely on any opinion as to the suitability of Goods for any particular purpose offered by any employee, sales person or agent of the Company unless such opinion is confirmed in writing by a Director of the Company.

12.3        The Company makes no warranty express or implied in connection with any technical advice or recommendations made by it to the Customer.

12.4        It is the responsibility of the Customer to ensure that all specifications supplied by the Company are accurate and the Company accepts no responsibility or liability therefor.

12.5        Samples supplied by the Company are provided for information and guidance only.  The Company shall not be required to supply Goods, which provide the exact match either in colour, quantity or quality to the sample.

 

13)          GUARANTEE

13.1        At its absolute discretion the Company will repair or replace free of charge any piece of equipment or part thereof which is found to be faulty in either materials or workmanship in accordance with the guidelines below.

13.2        Any piece of equipment, which is subject to repair or replacement, must be returned at the Customer’s expense to the Company’s premises.

13.3        The Company provides to the Customer a warranty of three (3) years for Standard mechanical AC tubular motors and electronic AC/DC tubular motors and two (2) years for control systems (emitter, receiver, sensor, solar panel, lithium battery) from the date of dispatch from the Company’s premises. The Company shall not be liable for wear and tear.

The Company’s liability under this clause shall cease if: –

a) The Customer has not paid in full all invoices for the Goods supplied by the Company within the time stipulated by these conditions.

b) The Company is denied full and free right of access to the Goods.

c) The Goods have been damaged or its operation impaired due to defective or incorrect installation by the Customer.

d) The Goods have been misused by any Third Party.

e) Any repair maintenance, replacement of parts or adjustments to equipment is carried out by persons who are not employees of the Company.

f) The Customer uses any spare parts or replacements not manufactured by the Company or on its behalf or supplied by the Company.

g)     The Goods have not been properly maintained.

h)  The removal of any label or tag.

i)   The Goods have been altered.

13.4        The Customer shall only be entitled to such benefits that the Company may have received for any part not of the Company’s manufacture such as but not limited to fabric, components, controls and hardware.  In any event the warranty given by the Company will not exceed the Warranty given by the manufacturer or supplier of the Goods to the Company.

13.5        The Company will not in any event accept any liability arising in respect of any loss or damage or deterioration in condition to any Goods sold caused by usage, shrinkage, cleaning or other processing, atmospheric conditions or assembly making up and installation or general application.

13.6        The Company shall not be liable to the Customer for any indirect consequential or special loss damage or injury whether foreseeable or not to the Customer or to the Customer’s property howsoever, whensoever or wheresoever arising out of the Customers purchase use or resale of the Goods or any breach of contract negligence or breach of any duty by the Company and in particular shall not be liable for financial loss, loss of profits, loss of business or contracts, loss of operating time or loss of use or liability  to third parties.

 

14)          LIMITATION

The Guarantee given under clause 13 herein shall be the limit of the Company’s liability.  The Company in no circumstances whatsoever shall be liable:

a) For any direct or indirect loss or damage caused by or arising out of the supply and/or use of any goods supplied by the Company or caused by or arising out of any defect or failure in such Goods.

b) For any loss or damage in excess of the invoiced price of the Goods or the part of the Goods which are defective whichever is the lesser.

 

15)          CONSUMER PROTECTION

15.1        Where the Customer resells the Goods (whether or not incorporated in or converted into other products) the Company shall not be subject to any liability under the Consumer Protection Order 1987 in respect of any defective products, as between the Company and the Customer and as between the Customer and any ultimate Consumer.

15.2        The implied terms (with the exception of implied terms relating to title) contained in the Sales of Goods Act 1979 and the Supply of Goods and Services Act 1982 all conditions warranties or other terms expressed or implied by statute or otherwise are expressly excluded to the extent permissible by law save in so far as expressly contained herein or otherwise expressly agreed by the Company in writing.

15.3        The Customer shall be liable to be joined into any action brought against the Company relating to product liability and shall be fully liable for any defects due to its fault or negligence.

15.4        The Customer shall fully indemnify the Company against all costs, losses, expenses and damages suffered or incurred by or awarded against the Company in respect of such claims.  The Company shall not be under any liability whether under contract tort or otherwise in respect of defects in the Goods or failure to correspond to specification or sample or for injury damage or loss resulting from such defects or from any installation repair or any work done in connection therewith.

 

16)          PERFORMANCE

If the Company is delayed in or prevented from performing the Contract or any part due to any circumstances beyond its reasonable control the Company may cancel or suspend the whole or part of the Contract without any liability to the Customer and shall not otherwise be liable to the Customer.

 

17)          INTELLECTUAL PROPERTY RIGHTS.

17.1        All intellectual property rights of whatever nature relating to the Goods supplied shall be and remain the absolute property of the Company (or its licenser thereof) and the Customer shall acquire no rights or license thereto.

17.2        The Company’s designs, documents, products, price lists and other information of a confidential nature shall not be copied or disclosed to any person by the Customer without the Company’s prior written consent.  The Customer shall be liable for procuring that it’s employees and agents comply with these provisions.

 

18)          DATA PROTECTION.

18.1        The Company will comply with all applicable requirements of the General Data Protection Regulation ((EU) 2016/679), any national implementing laws, regulations and secondary legislation, the Data Protection Act 1998 and any successor legislation (“Data Protection Legislation”).

18.2        The Customer acknowledges that any Personal Data (as defined in the Data Protection Legislation) which is provided to the Company (whether in the standard order form or otherwise) is necessary for the Company to hold to perform its obligations under these terms and conditions.

 

19)          FORBEARANCE

No forbearance, indulgence, time or relaxation on the part of the Company granted to the Customer in respect of any of these terms and conditions shall in any way affect, diminish restrict or prejudice rights or powers of the Company thereunder or operate as or deemed to be a waiver of any breach by the Customer of the Contract.

 

20)          SEVERANCE

In the event of any of the terms of the Contract being determined to be invalid, unlawful or unenforceable to any extent, such terms or conditions shall be severed from the body of the Contract and the remainder of the Contract shall continue to be valid and enforceable to the fullest extent permitted by law.

 

21)          HEADINGS

The headings contained in these terms and conditions are for ease of reference only and are not to be treated as a guide to interpretation of these terms and conditions.

 

22)          LAW AND JURISDICTION

These conditions shall in all respects be construed on accordance to the Law of Northern Ireland.  The Contract shall be governed by and interpreted in accordance with the Law of Northern Ireland and the Customer submits to the jurisdiction of the Courts of Northern Ireland but the Company may enforce the Contract in any Court of competent jurisdiction.

 

June 2024