Terms & Conditions

All orders accepted by Eksalta are subject to the following Terms and Conditions which shall prevail over all conditions specified by the ‘Buyer’ unless otherwise agreed in writing.

Please take time to read through these, as they will tell you who we are, how we will provide our ‘Goods’ and ‘Services’, how changes within the contract can occur and what happens if there are issues during the fulfilment of the contract.

• a. ‘Buyer’ means the party placing the Order and includes the Buyer’s employees, agents, permitted assignees, nominated persons and personal representatives.
• b. ‘Seller’ means Eksalta.
• c. ‘Quote’ means the Quote for the ‘Goods’ and ‘Services’ provided by the ‘Seller’ to the ‘Buyer’. The ‘Quote’ is inclusive of VAT and delivery unless otherwise stated and does not constitute a contract nor firm offer to supply Services.
• d. ‘Terms and Conditions’, and ‘Conditions’ refers to the Terms and Conditions of sale between the ‘Seller’ and ‘Buyer’.
• e. ‘Goods’ means the Goods that the ‘Seller’ is providing to the ‘Buyer’ subject to the Contract.
• f. ‘Services’ means the Services provided by the ‘Seller’ to the ‘Buyer’ together with the manufacture of the ‘Goods’ and can include, but is not limited to: Design, Survey, Specification, Consultancy and Installation.
• g. ‘Bespoke’ means ‘Goods’ that are designed and manufactured specifically to the ‘Buyer’s’ requirements. Eksalta does not provide ‘Off the Shelf’ items, and it should be taken that all manufactured ‘Goods’ are ‘Bespoke’ unless otherwise stated.
• h. ‘Order’ means the order placed by the ‘Buyer’ with the ‘Seller’ for supply of ‘Goods’ and ‘Services’, and must be confirmed in writing by the ‘Buyer’, and formally accepted by the ‘Seller’ along with payment of any deposit invoice before a ‘Contract’ is confirmed.
• i. ‘Contract’ means these Terms and Conditions together with a written ‘Confirmation of Order’, receipt of cleared funds in relation to the Deposit Invoice and any other Terms and Conditions agreed in writing and signed by the ‘Seller’ and ‘Buyer’.
• j. ‘Design Drawings’ refers to the ‘Seller’s design drawings that are provided to the ‘Buyer’ at the design stage. It is essential for the fulfilment of the contract that before manufacture commences, the design drawings are accepted by the ‘Buyer’.
• k. ‘Schedule of Windows’ refers to any document formally showing design of the windows provide by the ‘Seller’ to the ‘Buyer’. It essential for the fulfilment of the contract that before manufacture commences, the schedule is accepted by the ‘Buyer’.
• l. ‘Force Majeure Event’ means an event that is outside of the ‘Seller’s’ control that could affect the fulfilment of the ‘Contract’.

• a.The Buyer’s Order is accepted on the basis that these Terms and Conditions shall apply to the Contract between the Buyer and Seller for the supply of Goods and Services detailed in the Confirmation of Order. This excludes any other Terms and Conditions the Buyer may seek to impose whether written or implied, unless specifically agreed in writing by the ‘Seller’.
• b.The Buyer acknowledges that these Terms and Conditions and the Confirmation of Order supersede any previous agreement, whether writing or implied elsewhere, and only these Terms and Conditions and Confirmation of order, together with receipt of cleared funds for any deposit, represent the contract between Buyer and Seller.
• c.Where we are required to do so by law or by regulation, we may revise the Terms and Conditions, or our Goods and Services. Where this applies to any contract, the Buyer will be notified.
• d.The Buyer accepts that upon entering into a contract with the Seller, it has presented its creditworthiness and will not breach payment terms. The Seller reserves the right to undertake a credit check before entering into a contract and reserves the right to change payment terms or terminate the contract and seek recovery of costs should it become clear the Buyer is unable to pay.

• a. The Seller will provide a Quote for Goods and Services as required by the Buyer. This may or may not include a Survey before the design stage. The Quote is based specifically on information provided by the ‘Buyer’ and a Survey where applicable and will give an estimated timeline for completion of the Order.
• b. The Quote from the Seller to the Buyer does not constitute a firm offer to provide the Goods or Services, and has an expiry date of thirty days.
• c. The Buyer should review the Quote, and where required notify the Seller of changes that may be required, which may include but not be limited to notification of a listed building status, location of building in relation to potential extreme weather conditions, regulatory licensing, colour or windows or any other error. The Quote may then be amended if required.
• d. If the Seller is unable to supply the Goods or Services, the Buyer will be notified, and no order will be processed.
• e. Should the Buyer choose to accept the order and proceed, the Buyer must provide the Seller with a written Confirmation of Order, upon which a deposit invoice will be issued. Once the Buyer has paid the deposit invoice, and the Seller confirms receipt of cleared funds, this will constitute a written contract between Buyer and Seller, and the Seller will begin with the design stage. Unless otherwise stated in writing and agreed, these Terms and Conditions will apply, and it will be taken that the Buyer has read and understood them.
• f. All Goods subsequently supplied by the Seller are supplied on the basis they are specifically for the purpose noted within this Order and will be used in such a way. The Seller accepts no liability for the Goods being used otherwise.

• a. During the design phase of the contract, the Seller may provide the Buyer with additional questions that should be given a prompt reply to avoid delays. The Seller cannot be held responsible for delays should the Buyer not provide information promptly.
• b. The Seller accepts no responsibility or liability for any incorrect details provided by the Buyer, including but not limited to information, measurements, building design, building location, hazardous weather or conditions and specification.
• c. The Buyer must indemnify the Seller against any losses and liability that might occur should the Buyer’s design be an infringement or alleged infringement of a third-party design.
• d. It is possible that during the design phase, the Seller may be required to make regulatory changes as per changes in law, or minor changes that will make the use of the product more efficient. The Seller will notify the Buyer of these changes, which should be accepted as a ‘Force Majeure Event’ as detailed further below within these Terms and Conditions.
• e. The Seller will provide a set of design drawings, and a comprehensive schedule of windows for the Buyer to review. As the Goods and Services are Bespoke, it is essential that the Buyer take time to review the design and notify the Seller of any final design changes that may be required.
• f. The Buyer must accept and confirm in writing that the bespoke design is correct before manufacture can begin. Manufacture cannot begin until the design has been formally accepted, upon which changes to the design will not be accepted as part of this contract.
• g. If required, the Seller will raise a Stage Invoice and must be in receipt of cleared funds before manufacture can begin.

• a. Once the design has been approved as detailed above, the Seller will confirm and timeline for manufacture, delivery and where appropriate, installation.
• b. This timeline is not considered to be of the essence of the contract, and the Seller will not accept liability for any losses the Buyer may incur should the timeline have to change in any way.
• c. As the Goods are bespoke to the Contract, further changes at this point will not be accepted, and the Seller accepts no liability for delays or design changes that might be required by the Buyer. The Buyer would need to enter a new contract should anything be required, whilst understanding that the current contract remains valid and will be enforced.
• d. As detailed during the design phase, it is possible that change in regulatory law, or an improvement of a product may be required. The Seller reserves the right to make these changes, which should be considered a ‘Force Majeure Event’ as detailed further below.
• e. As the Goods are bespoke, it is possible that they may differ slightly from any product that has been previously manufactured by the Seller or been seen on the Seller’s website. Slight differences could include but are not limited to the grain within wood or colour.
• f. Before completion of the manufacture, the Buyer will be notified to ensure timely delivery or collection.
• g. Where required, the Seller will raise either a Stage Invoice or Final Invoice and must be in receipt of cleared funds before releasing the Goods.

• a. Upon manufacture of the Goods, delivery will be arranged if this was included within the Quote as part of the Seller’s Services, or collection can be arranged directly by the Buyer.
• b. Where delivery is arranged, the Buyer must provide the Seller with a delivery address, a date, and a time that the items can be delivered and signed for. The Seller will arrange this with a courier where appropriate.
• c. The Seller reserves the right to make part deliveries where required, and it should be considered that this is a fulfilment of the contract.
• d. The Seller, or Courier service, reserves the right to choose an appropriate location for delivery as close as possible to the desired address if the delivery cannot be made safely for whatever reason. The Seller accepts no responsibility for this.
• e. The delivery must be met by a nominated person, unloaded by the Buyer or their nominated person, and signed for. The Seller will not leave the Goods unattended, and should the delivery not be met, reserves the right to cancel the delivery and rearrange at the Buyer’s convenience and expense. It is recommended that the Client undertakes an inspection of the Goods at this point.
• f. The Liability for the Goods passes to the Buyer upon the Buyer signing for the Goods at delivery point. The Warranty starts at this date.

• a. The Seller understands from time to time that delays can occur, and that it is possible storage of the Goods may be required for a short period of time. Where a prolonged delay to delivery because of the Buyer, the Seller reserves the right to charge a fair amount to the Buyer for storage which will be agreed in writing.
• If Storage is required, the Buyer will still be required to honour the contract and pay any invoice that is required for the Goods.

• a. Unless noted within the Confirmation Order or agreed elsewhere in writing as part of a separate contract, the Seller does not undertake installation directly and the Buyer must arrange for installation of their own accord. The Seller does not accept liability for any installation that occurs.
• b. It is possible that the Seller may make recommendations of Installers where the Buyer has specifically asked for proven Installation specialists. If the Seller does suggest any Installers, the Seller will not accept liability of any kind for the subsequent installation, nor for damages that may occur. The Buyer must accept that this is a separate contract between the Buyer, and the independent Supper of Installation Services.
• c. Where the Seller does agree to undertake installation, it reserves the right to subcontract these Services to a proven professional if appropriate to fulfil the contract, and a payment schedule will be agreed in the Confirmation of Order.
• d. The Seller will provide these Services as per the Confirmation of Order, and the Seller will make every effort to complete these Services on time. In the event of a Force Majeure event, it is possible these Services may be delayed, and the Seller accepts no liability for losses the Buyer may occur.
• e. The Seller will require certain information from the Buyer and may require the Buyer to fill in a ‘Pre-Installation’ Checklist. The Seller will contact the Buyer regarding this, as this will be bespoke to the installation location.
• f. If the Buyer does not provide this information, or gives incorrect or incomplete information, the Seller reserves the right to make additional charges to cover extra work that is required or suspend the installation by giving the Buyer written notice. The Seller will not be held liable for any delays.
• g. If the Seller is required to suspend installation, the Buyer is still required to honour the contract and pay any invoice due.
• h. If the Buyer does not pay the Seller for Services as set out in the Confirmation of Order, the Seller may suspend the installation with immediate effect until the Buyer has paid. The Seller will notify the Buyer of this. The Seller may additionally require that the entire contract be paid before any further installation is confirmed.
• i. Unless otherwise stated in the Confirmation of Order, it is for the Buyer to arrange for, but not limited to; site safety, additional Services such as scaffolding, cranage, site welfare, parking and hire items. If the site is unprepared or deemed unsafe, the Seller reserves to right to suspend Services until the site is prepared and accepts no liability for delays.

• a. The Price for the Goods and Services will be set out in the Seller’s Quotation and deemed accepted upon the Confirmation of Order and receipt of cleared funds. The Seller’s price may change at any time but will not affect the price of Goods and Services already placed. Unless stated otherwise, installation is not included.
• b. All prices are inclusive of VAT. VAT will be charged at the standard rate unless written proof of an alternative rate or ‘zero’ rate are produced at the time of the Confirmation of Order.
• c. It is possible that at times, and despite the best efforts of the Supplier, that Goods or Services may have been incorrectly priced. The Seller will always check the prices, and where the pricing error could be considered obvious and unmistakeable, will contact the Buyer to discuss further.
• d. The price at Confirmation of Order is on the understanding that the all the agreed Goods and Services will be required unless otherwise indicated.
• e. In the event of storage, as noted above the Seller reserves the right to charge the client a reasonable amount, agreed in writing, for prolonged storage.
• f. In the event of a suspension of Services, the Buyer must pay all sums already due. The Seller may also make additional administrative charges for rearranging works and will notify the Buyer of this.
• g. In the event of a delivery that is not met by the Buyer, the Buyer will be notified and the Buyer may be required to pay an administrative charge for rearranging delivery, along with the cost of a new delivery and any responsible storage costs.

• a. All payments should be made at the invoice price, and as per the invoice terms set out in the Confirmation of Order.
• b. Payment shall only be considered as having been made upon receipt of cleared funds into the account as noted on the Seller’s invoice.
• c. The Seller will notify the Buyer of any changes to a bank account. Any changes that are not confirmed in writing very clearly by the Seller should be considered fraudulent and reported to the Seller. Under no circumstances should payment be made into another account.
• d. All payments shall be in made in British Sterling (£)
• e. All payments shall be of essence to the contract.
• f. If the Buyer does not pay the Seller by the due date, the Seller may charge interest to the Buyer on the overdue amount of 4% above the base lending rate of Barclays Bank. The interest shall accrue on a daily basis from the date due until actual payment of the outstanding amount. The Buyer will have to then pay the outstanding amount with interest.
• g. Any complaint regarding an invoice must be raised with the Seller in writing within seven working days of receiving it.
• h. The Title of Goods shall only pass to the Buyer upon receipt of all sums due under the Confirmation of Order and the contract.

• a. The Seller’s responsibility and liability under this contract ends with proof of delivery at the Buyer’s nominated delivery address, upon loading the Goods in the event of collection, or where installation has been organised as part of the Confirmation of Order.

• a. Upon delivery to the Buyer’s nominated delivery address, the Buyer shall be responsible for examining the Goods before signing for them. Once signed for and accepted, the Buyer shall not be entitled to reject or return the Goods unless the Goods are found to be defective, and the Seller immediately informed in writing via email or phone.
• b. It is the responsibility of the Buyer to immediately notify the Seller if the Goods are found to be defective, providing photographic evidence where possible. This must be done immediately in writing or using phone.
• c. If an item is regarding as ‘lost in transit’, the Buyer must inform the seller within 24 hours in writing that the item is missing. In the absence of such notification, the delivery will be considered ‘Complete’ in accordance with the order and the Seller will not accept liability.

• a. The Seller has a legal responsibility to provide Goods in conformity with this Contract, unless any changes are necessary due to changes in law, regulation or product design as noted during the Design and Manufacturing sections of this contract. In this event the Buyer will be informed.
• b. The Seller provides a warranty with the Goods that further explains the Buyer’s rights upon completion of this order. It is strongly suggested that the Buyer reads through the Warranty.

• a. The Goods must be stored correctly as per the requirements set out within the ‘Storage’ guidelines provided as part of this order. If the Goods are not stored within the appropriate manner, the Seller will not be held liable for damage.

• a. The Seller accepts that from time to time, it is necessary for a variety of reasons to cancel an order. This also applies to ‘Force Majeure Events’.
• b. In the unlikely event that an order needs to be cancelled, the Buyer accepts that as part of the Terms and Conditions, the Goods are bespoke and therefore there will be costs that the Seller will need to reclaim.
• c. If cancellation is required, the Buyer must notify the Seller immediately that it becomes clear cancellation is required, giving the reason for the cancellation, and confirming the understanding that the Buyer will have a liability towards the Seller for work undertaken to that point.
• d. The Seller will present to the Buyer all costs involved with the project at that point, and this total will immutably become due. The Seller will raise a cancellation invoice with the amount to be presented to the Buyer. Costs may include, but are not limited to; design, labour, purchase of materials and Goods, safe disposal of Goods and administrative costs associated.
• e. The Buyer is required to pay this Cancellation invoice. Until the Buyer has paid this, the entire contract will remain in force and will be enforced if necessary.

• a. The Seller does not accept Retention, Liquidated Damages or any other form of counter charge unless otherwise agreed in writing as part of the Confirmation of Order. This includes, but is not limited to, loss of profit, loss of revenue, loss of business or loss of savings.

• a. In the event of any dispute, the Buyer must notify the Seller in writing immediately, or via phone. This could include disputes regarding an invoice, a delay, a delivery or errors or non-performance by the Seller.
• b. The latest the Seller will accept any claim for a dispute, cost or contractual is seven days after the delivery of the Goods, or seven days after the completed installation if installation was part of the Seller’s Confirmation of Order.
• c. The Seller is not liable in respect of any losses should the Buyer breach the Terms and Conditions of this Order, of breach the terms of the Warranty.
• d. The Seller is not liable should it be found that the Buyer has provided incorrect, incomplete, or misleading information to the Seller at any time.
• e. The Seller is not liable for the installation practises or methods of any installer, suggested or otherwise, unless installation forms part of the Confirmation of Order.
• f. The Seller is not liable for damages caused by any installer, suggested or otherwise, unless installation forms part of the Confirmation of Order.

• a. Upon Confirmation of Order, the Buyer agrees to indemnify the Seller against any and all losses, liabilities, expenses and damages suffered by the Seller as a result of a failure on behalf of the Buyer to perform under these conditions, or in the event of Third Party Action as a result of the Buyer not furnishing the Seller with all required information.

• a. In the event of a Breach of these Terms and Conditions or the contract, the Seller reserves the right to terminate the contract should the breach not be fairly resolved in the spirit of the contract.
• b. Upon Termination due to a breach, all outstanding monies owed whether invoiced for at that point or not, will become due to the Seller by the Buyer, and the Buyer will be expected to pay.
• c. In the event that the Buyer does not pay sums due, the Seller reserves the right to seek legal advice and have legal action enforced if necessary, to recover the monies due.
• d. Upon receiving the Confirmation of Order and initial deposit payment, the Buyer accepts that they are entering into a contract knowingly, and therefore understands that a breach could result in delays that the Seller will not accept liability for, for a change in payment terms, of termination of the contract.
• e. Should the Buyer encounter difficulties with their creditworthiness, the Seller reserves the right to invoice and be paid for the entire contract in full, or to terminate the contract and invoice for all costs at that point.
• f. Reasons for the Buyer encountering difficulties include, but are not limited to; bankruptcy, CVA, IVA, liquidation, administration, distress levied on a property or repeated late payment.

• a. The Seller is not responsible and will not be liable for failure to perform under the Terms of the Confirmation of Order and contract in the event of a ‘Force Majeure Event’.
• b. For clarity, a Force Majeure event is an act beyond the control of the Seller’s reasonable control. This can include but is not limited to; Changes in Law or Regulation, necessary design changes made by the Seller, Strikes, Lock- outs or Industrial action by third parties, Civil War, Riot, Invasion, Commotion, Terrorist Attack or Terrorist Threat, War, Fire, Explosion, Storm, Flood, Earthquake, Subsidence, Epidemic, Natural Disaster, or failure of Public and Private Telecommunications networks.
• c. If A Force Majeure Event takes place that affects the Seller’s contractual obligations, the Seller will immediately inform the Buyer that the Seller’s obligations are suspended under these Terms and Conditions and are extended for the duration of the event.
• d. The Buyer may exercise the right to cancel the contract as per the terms stated under ‘Cancellation’.

• a. The Seller will carry insurance to cover its potential liability, and these documents are available upon request for review by the Buyer.
• b. Should the Seller’s Insurance be deemed not suitable, but the Buyer wishes to continue, the Seller will agree to take out further insurance on the understanding that the Buyer agree to cover the cost. This will be added to the Quote.

• a. No failure or delay by the Seller to exercise or enforce these Terms and Conditions including but limited to payment shall be deemed as a waiver of the Terms and Conditions.
• b. No variation to these Terms and Conditions shall be valid unless agreed in writing.
• c. The Buyer may not assign the rights and obligations under these Terms and Conditions to another party without prior written consent of the Seller.
• d. In the event that the Seller has to assign the rights and Obligations under these Terms and Conditions to another party, the Buyer will be notified in writing. This does not void or excuse the Buyer’s own obligations under these Terms and Conditions.
• e. The laws of England and Scotland shall govern the valid and performance of these Terms and Conditions and the Contract, and the Buyer agrees to submit to the jurisdiction of the English or Scottish Court.
• f. Should the Court decide a part of these Terms and Conditions are invalid, this does not render the remaining Terms and Conditions invalid.