Terms and Conditions

EIKON LTD TERMS & CONDITIONS OF SALE

Updated 31 January 2024

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business
“Business Hours” means the period from 9.00 am to 5.00 pm (GMT) on any Business Day.
“Customer” means the person who purchases the Goods from Eikon.
“Conditions” means these Standard Terms and Conditions of Sale and any special Terms and Conditions as either referenced in this document or as agreed in writing between the Customer and Eikon.
“Contract” means the contract between Eikon and the Customer for the sale and purchase of the Goods in accordance with these Conditions and any Order
“Customer” means the entity who purchases the Goods from Eikon
“Delivery” means delivery or making ready for collection of the Goods at the Delivery Location or as otherwise agreed between the Parties
“Delivery Date” means the approximate date for Delivery
“Delivery Location” means the location for Delivery as agreed between the Parties (including collection at a Eikon designated location)
“Eikon” means Eikon Ltd, a company duly incorporated and existing under the laws of England with company registered number 13905934, and its principal office at 38 Port Royal Avenue, Lune Industrial Estate, Lancaster, United Kingdom, LA1 5QP
“Goods” means any goods or services (as varied from time to time), (including any instalment of the goods or any parts of them) which Eikon is to supply in accordance with these Conditions.
“Order” means an order for Goods placed by the Customer either online, via a purchase order or via any other medium of sale (including but not limited to, telephone etc.) or as otherwise agreed between the Parties in writing.
“Parties” means Eikon and the Customer each a “Party”
“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed by the Parties.
“Warranty Document” means the relevant ImagePerfect™ Warranty Data Sheet which is available at Documents – ImagePerfect (imageperfect-profiles.com)

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a Party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation, law or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
(f) The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 For the avoidance of any doubt where there is a conflict between these Conditions and an Order and/or the Warranty Document, these Conditions shall prevail.

2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.4 The Order shall only be deemed to be accepted and thus forming part of the Contract, when Eikon issues a written acceptance of the Order. For the avoidance of any doubt, Eikon is under no obligation to accept an Order at any time.

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.6 Any advice or recommendation given by Eikon or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods is followed or acted upon entirely at the Customer’s own risk, and to the extent permitted by law.

2.7 Any samples, drawings, descriptive matter or advertising produced by Eikon, and any descriptions or illustrations contained in Eikon’s catalogues/brochures online or otherwise, are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.8 A quotation for the Goods given by Eikon shall not constitute an offer and is subject to change at any time at Eikon’s sole discretion. A quotation shall only be valid for a period of 10 Business Days from its date of issue and may be withdrawn by Eikon at any time by their confirming the same to a Customer.

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

3.1 The Goods, as varied from time to time, are described in Eikon’s catalogue, online, by way of a sample or otherwise (or as modified by any applicable Specification) are a non-binding quote in all circumstances. Until an Order has been accepted by Eikon, Eikon reserves the right, at their sole discretion, to increase the price off/or vary any quote for the Goods. Where a Customer does not agree to such an increase/variation, they must notify Eikon within 2 days of receiving a notification of the intended increase otherwise the same shall be automatically deemed to have been accepted by the Customer.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Eikon against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Eikon in connection with any claim made against Eikon for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Eikon’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 Eikon reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to Eikon’ specification, which do not materially affect their quality or performance.

4.1 Eikon shall ensure that:

(a) each Delivery is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Eikon reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if Eikon requires the Customer to return any packaging materials to Eikon, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Eikon shall reasonably request. Returns of packaging materials shall be at Eikon’s expense.

4.2 Unless otherwise agreed between the Parties in writing, the default Incoterm shall be Ex Works.

4.3 Eikon shall attempt deliver the Goods to the Delivery Location on the Delivery Date. However, the Parties agree that timing is not of the essence. Eikon shall have no liability whatsoever for any losses arising out of a delay in Delivery.

4.4 Delivery is completed on the completion of unloading of the Goods or making the goods ready for collection at the Delivery Location where applicable. Where collection is taking place, Delivery shall be completed once the Customer has commenced loading of the Goods onto a vehicle or other method of transport or has signed the Delivery note whichever is the sooner.

4.5 Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the essence in any event. Eikon shall not be liable for any losses arising from any delay in Delivery whatsoever.

4.6 Subject to clause 4.5, if Eikon fails to Deliver the Goods, its liability shall be limited to the total amount paid by the Customer for the Goods in any event.

4.7 Where the Customer has failed to provide clear and/or accurate Delivery instructions, Eikon at their sole discretion, may charge the Customer for any further Delivery attempts.

4.8 If the Customer fails to receive/accept Delivery of the Goods within three Business Days of Eikon notifying the Customer that the Goods are ready for Delivery/attempting Delivery, then;

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Eikon notified the Customer that the Goods were ready; and
(b) Eikon shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.9 If, ten Business Days after the day on which Eikon notified the Customer that the Goods were ready for Delivery and the Customer has yet to receive/accept Delivery of them, Eikon may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.10 If Eikon delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Eikon shall make a pro rata adjustment to the invoice for the Goods.

4.11 Eikon may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.1 Only where the Goods are supplied for export from the mainland of the United Kingdom, the provisions of this clause 5 shall apply (subject to any special terms agreed in writing between the parties).

5.2 The Goods will be Delivered in accordance with the Incoterm as set out in an Order, where no Incoterm is stated, the Incoterm shall be Ex Works.

5.3 Unless otherwise agreed between the parties in writing, payment of all amounts due to Eikon must either be made in advance of despatch or by irrevocable letter of credit opened by the Customer in favour of Eikon and confirmed by a bank acceptable to Eikon. All payments must be made in pounds sterling.

5.4 The Customer is responsible for ensuring that the Goods comply with the laws and regulations of the country to which it requires the Goods to be supplied and for obtaining the necessary export/import licences. Save where restricted by law, Eikon shall have no liability whatsoever for the Customer’s failure to comply with this clause 5.4.

6.1 Where the Customer is to purchase Goods from the Suppler by way of Consignment, the Contract shall not apply, and the Parties shall negotiate separate terms for the same.

7.1 Save for where clause 8 applies or Eikon has confirmed that the requested Goods are not in stock, should a Customer change their mind and wish to return/cancel any Goods within 3 days of placing an Order, they must contact Eikon at IPQualityTeam@eikonmaterials.com within Business Hours to arrange collection. For the avoidance of any doubt, Eikon is under no obligation to accept any request/s by a Customer to cancel an Order and may do so at their sole discretion.

7.2 Save for where clause 8 applies, or Eikon has confirmed that the requested Goods are not in stock, and Eikon has accepted a return request (which they may do at their sole discretion), returning or cancelling an Order shall incur an administrative fee of £25 and the Customer shall be responsible for returning the Goods at their own expense (any other additional costs, including but not limited to, any incidental costs (including re-stoking fees by suppliers etc.), storage costs etc. will also apply).

8.1 Eikon warrants that at the time of Delivery, the Goods shall:

(a) conform with their description and any applicable Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality; and
(d) be fit for any purpose held out by Eikon.
(e) Have a non-use “shelf life” of 2 years from the date of delivery

8.2 Following Delivery, the warranties set out in the Warranty Document, as amended by Eikon from time to time, shall apply.

8.3 Subject to clause 8.4, and in accordance with clause 8.2, only if:

(a) the Customer gives notice in writing to Eikon within 2 Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
(b) Eikon is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Eikon) returns such Goods to Eikon’s place of business at Eikon’s cost,
Eikon shall, at its sole discretion, repair or replace the defective Goods, or refund the price (by way of credit note or otherwise as agreed between the parties in writing) of the defective Goods. For the avoidance of any doubt, where part of an Order contains defective Goods, this clause 8 shall only apply to the part of the Goods that is defective and shall not apply to the Order as a whole.

8.4 Eikon shall not be liable for the Goods’ failure to comply with the warranties set out in clause 8.1 and 8.2 if:

(a) The Customer fails to comply with clause 8.3;
(b) the Customer makes any further use of such Goods after giving notice in accordance with clause 8.3;
(c) the defect arises because the Customer failed to follow Eikon’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(d) the defect arises as a result of Eikon following any drawing, design or specification supplied by the Customer;
(e) the Customer alters or repairs such Goods without the written consent of Eikon;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g) the Goods differ as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.5 Except as provided in clause 8.3, Eikon shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1 and in any event, their liability shall not exceed the limit as provided for in clause 12.

8.6 The any implied terms provided for by law are, to the fullest extent permitted by law, excluded from the Contract.

8.7 Where any Goods have been repaired or replaced, under this clause 8, the remainder of the warranty period shall apply. Where the warranty period has expired, unless otherwise agreed between the parties in writing, there shall be no warranty period for the repaired/replaced Goods.

9.1 Unless otherwise agreed between the parties in writing, risk in the Goods shall pass to the Customer on completion of Delivery provided payment in full has been received.

9.2 Title in the Goods shall not pass to the Customer until the Eikon has received in cash or cleared funds, payment in full of the price of the Goods (plus VAT and other applicable charges) and all other sums which are, or which become due to Eikon from the Customer on any account.

9.3 Until such a time as title in the Goods has transferred to a Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Eikon’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Eikon immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d); and
(e) give Eikon such information as Eikon may reasonably require from time to time relating to:

1. (i) the Goods; and
2. (ii) the ongoing financial position of the Customer.

9.4 Breach of clause 9.3 will result in all money owing by the Customer to Eikon (without affecting any of Eikon’s other rights or remedies) becoming immediately due and payable. Once Title in the Goods has passed to the Customer, it is entitled to resell or use the Goods in the ordinary course of its business.

10.1 The price of the Goods shall be the price set out in a quote. For the avoidance of any doubt, no Order or quote is binding on either Party until accepted by the other and, subject to any other section of the Agreement may be withdrawn at any time prior to acceptance. Where the Goods are supplied for export from the United Kingdom, unless otherwise agreed between the Parties in writing, Eikon’s published export price list applies.

10.2 Eikon may, by giving notice to the Customer at any time before Delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond Eikon’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Eikon adequate or accurate information or instructions.

10.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Eikon at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

10.4 Where applicable, the cost of pallets and returnable containers will be charged to the Customer in addition to the price of the Goods, but full credit will be given to the Customer provided they are returned undamaged to Eikon before the due payment date.

10.5 Unless otherwise agreed between the Parties in writing, Eikon shall be entitled to invoice the Customer for the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take Delivery of the Goods, in which event, Eikon shall be entitled to invoice the Customer for the price at any time after the Eikon has notified the Customer that the Goods are ready for collection or (as the case may be) Eikon has tendered delivery of the Goods.

10.6 Where Eikon agrees that payment for the Goods may be made by a third party on behalf of the Customer, Eikon will raise an invoice addressed to the third party for the Goods, and the Customer must promptly execute and comply with such of that third party’s terms and conditions as are necessary to ensure payment is made to Eikon in accordance with the time scales set out in Condition 10.7. Should the Customer fail to comply with the third party’s terms and conditions such that payment is not made to Eikon in accordance with clause 10.7, then the Customer becomes liable for payment of the invoice, notwithstanding its agreement for payment by a third party, and the entire price shall immediately become payable by the Customer.

10.7 Unless otherwise agreed between the Parties in writing, the Customer shall pay each invoice submitted by Eikon:

(a) Less any discount to which the Customer is entitled to (but without any other deduction); and
(b) by 1 calendar month following the date of the invoice and in full and in cleared funds to a bank account nominated in writing by Eikon.
time for payment shall be of the essence of the Contract.

10.8 Eikon reserves the right to vary its payment terms (including but not limited to, its nominated back account, method of payment etc.) at any time.

10.9 If the Customer fails to make a payment due to Eikon under the Contract by the due date, then, without limiting Eikon’s remedies under clause 13, and at Eikon’s sole discretion:

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.8 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 10% a year for any period when that base rate is below 0%.
(b) Eikon may suspend any further Orders/deliveries to the Customer (without any liability to Eikon);
(c) require that the Customer returns any unpaid for Goods (at the Customer’s sole expense);
(d) enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods;
(e) require immediate payment of any other outstanding invoices whether or not due for payment; and
(f) commence Court Proceedings against the Customer for any outstanding sums owed.

10.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.1 Goods sold or supplied by Eikon may be subject to copyright (whether owned by Eikon or a third party) and the Customer covenants not to breach, infringe or prejudice any intellectual property and copyright associated with the Goods without approval. The Customer agrees to indemnify and hold Eikon entirely harmless for any breach of said covenant.

11.2 The Customer acknowledges that the Eikon’s intellectual property rights are and shall remain the exclusive property of Eikon or, where applicable, the third-party licensor from whom Eikon derives the right to use them.

11.3 Subject to payment for the Goods, the Eikon grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to sell the ImagePerfect™ branded Goods which the Customer has purchased from Eikon. This clause 11.3 shall survive the termination of the Contract.

12.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by law.

12.2 Subject to clause 12.1, Eikon’s total aggregate liability to the Customer shall not exceed the value of the Goods for which the liability gives rise to.

12.3 Notwithstanding clause 12.2, Eikon shall not be liable to the Customer for, loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and any indirect or consequential loss.

12.4 This clause 12 shall survive termination of the Contract.

13.1 Without limiting its other rights or remedies, Eikon may terminate this Contract (including any Order) with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.2 Without limiting its other rights or remedies, Eikon may suspend provision of the Goods under the Contract or any other contract between the Customer and Eikon if the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d), or Eikon reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

13.3 Without limiting its other rights or remedies, Eikon may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

13.4 On termination of the Contract for any reason the Customer shall immediately pay to Eikon all of Eikon’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Eikon shall submit an invoice, which shall be payable by the Customer immediately on receipt.

13.5 Termination of the Contract or an Order, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

13.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

14.1 Eikon shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event (including but not limited to, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action, manufacturing issues, lack of stock/raw materials or lockouts). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the Customer may terminate the Contract by giving 15 Business Days’ written notice to Eikon.

15.1 Assignment and other dealings

(a) Eikon may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Eikon.

15.2 Privacy

(a) The Customer’s data protection and privacy rights under the Contract are set out in Eikon’s Privacy Policy which is available on the Eikon website.

15.3 Entire agreement

(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.4 Waiver

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed to be amended to the maximum extent permitted by law (but always in favour of Eikon), but that shall not affect the validity and enforceability of the rest of the Contract.

15.6 Third party rights. The Contract does not give rise to any third-party rights.

15.7 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England.

15.8 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.