Terms and Conditions

These are the terms and conditions on which we conduct business, please read these terms carefully
before you submit your order to us. These terms tell you who we are, how we will provide products
and services to you, how you and we may change or end the contract, what to do if there is a
problem and other important information. If you think that there is a mistake in these terms, please
contact us prior to your order.

The Customer’s attention is drawn in particular to the provisions of Clauses 3.7; 5.4-5.7; 6.3; 6.5-
6.7; and 8 for Customers who are Consumers and Clause 3.7; 4.4; 5.2; 6.2; 11 and 14 for Customers
who are Business Customers

1. Interpretation.
1.1 Definitions:
“Ekollon” – Ekollon Limited, a company registered in England whose registered office is Kingscott
Dix (Cheltenham) Ltd, Unit 7 Malvern View Business Park, Stella Way, Bishops Cleeve, Cheltenham,
Gloucestershire, England, GL52 7DQ(Registration Number 07888436) and whose main business
address is Unit 28 Highfield Business Park, Tewkesbury Rd, Deerhurst, Gloucester GL19 4BP
“Consumer” – an individual acting for purposes that are wholly or mainly outside that individual’s
trade, business, craft or profession.
“The Customer” – The person, firm or company purchasing the Goods or Services from Ekollon
“The Goods” – The goods described in the order or acknowledgement of order and which Ekollon is
to supply to the Customer in accordance with these Conditions.
“The Contract” – Any contract between the parties for the purchase and sale of the Goods and/or
Services as applicable.
“The Conditions” – The standard terms and conditions of sale set out below and (unless the context
otherwise requires) including any special terms and conditions agreed in writing between Ekollon
and the Customer.
“The Order”- The order placed by the Customer with Ekollon for the supply of Goods or Services.
“The Price” – The price of the Goods or the Services under the Contract as applicable
“The Services” – Any services described in the order or acknowledgement of order which Ekollon is
to supply to the Customer in accordance with these Conditions.

1.2 Interpretations
In these terms and conditions of sale the following words shall where the context permits have the
meanings assigned to them:
(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 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 construed as illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax and email.
(f) Unless the context otherwise requires, words in the singular shall include the plural and in the
plural shall include the singular.

2. Clauses Applicable to Contracts with Consumers and Businesses

2.1 Clauses 4.5; 5.4, 6.3, 7 and 8 shall only apply to Contracts where the Customer is a Consumer.

2.2 Clauses 4.4; 5.2; 5.3, 6.2, 9, 11 and 14 shall only apply to Contracts where the Customer is not a
Consumer.

3. Formation of Contract.

3.1 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 other than terms which cannot be so excluded by law.
3.2 Unless otherwise agreed between the parties in writing (and subject to condition 3.3) an Order
constitutes an Offer by the Customer to purchase the Goods or Services in accordance with these
Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable
specification or other request supplied with the same are complete and accurate.
3.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of
the Order, at which point the Contract shall come into existence.
3.4 For the avoidance of doubt These Conditions shall not be capable of being varied, supplemented,
qualified or interpreted by reference to any previous course of dealings.
3.5 No employee or agent of Ekollon has power to vary or waive these Conditions except a director
doing so in writing.
3.6 Ekollon shall not be liable for or as a consequence of any statement or representation (whether
written or oral) made by any third party (including any agent, sub-contractor or employee of
Ekollon), unless confirmed in writing and signed by a director of Ekollon.
3.7 Ekollon may from time to time make changes in the specification of the Goods or of their
Services which are required to comply with any applicable safety or statutory requirements and/or
which do not materially affect quality or fitness for purpose. Ekollon will make reasonable
endeavours to explain the impact of any changes to Consumers and provide them with the
opportunity to cancel the Order where any changes would affect the Goods’ quality or fitness for
purpose. No notice of such changes need be given to Customers who are businesses.
3.8 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.

4. Prices.
4.1 Where prices have not been quoted the prices applicable shall be Ekollon’s prices ruling at the
date of delivery. These can be obtained online at Ekollon’s website.

4.2 Prices (unless otherwise indicated) are exclusive of Value Added Tax and similar taxes and of
freight, packaging, insurance and delivery charges which shall be payable in addition and appear as
separate items on Ekollon’s invoice to the customer (unless otherwise agreed). If the rate of such
taxes changes between the date of the Order and the date of supply of the Goods or the Services,
Ekollon may adjust the rate of VAT charged, unless the Customer has already paid in full before the
change in the rate of VAT takes effect.
4.3 If Ekollon accepts and process an Order where a pricing error is obvious and unmistakeable and
could reasonably have been recognised as a mispricing, Ekollon may end the Contract, refund any
sums paid and require the return of Goods provided.
4.4 FOR BUSINESS CUSTOMERS – Any dispute or error in relation to an invoice must be notified to
Ekollon within 5 working days of receipt of said invoice. If otherwise Ekollon may at its absolute
discretion treat such an invoice as valid.
4.5 FOR CONSUMERS – Any dispute or error in relation to an invoice must be notified to Ekollon
promptly. Ekollon may at its absolute discretion suspend interest in relation to such an invoice until
any dispute is resolved or error corrected. Subsequently, interest will be charged or the correct
amount from the original due date.

5. Delivery of Goods.
5.1 Delivery of the Goods shall be made by the Customer collecting the Goods at Ekollon’s premises
at Unit 28 Highfield Business Park, Tewkesbury Rd, Deerhurst, Gloucester GL19 4BP at any time after
Ekollon has notified the Customer that the Goods are ready for collection or, if some other place for
delivery is agreed by Ekollon, by Ekollon delivering to that place.5.2 FOR BUSINESS CUSTOMERS – Any dates quoted for the delivery of the Goods are approximate
only and Ekollon shall not be liable for any delay in delivery of the goods howsoever caused. Ekollon
may cancel the Contract at any time prior to delivery without penalty. Time for delivery shall not be
of the essence unless previously agreed by Ekollon in writing. The Goods may be delivered in
advance of the quoted delivery date upon giving reasonable notice to the Customer. The Customer
acknowledges that Ekollon may need to import certain products which can result in delays
depending on customs and market conditions.
5.3 FOR BUSINESS CUSTOMERS – Where the Goods are to be delivered in instalments, each delivery
shall constitute a separate contract and failure by Ekollon to deliver any one or more instalments in
accordance with these Conditions or any claim by the Customer in respect of any one or more
instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
5.4 FOR CONSUMERS – Any dates quoted for the delivery of the Goods are approximate only and
Ekollon shall not be liable for any delay in delivery of the Goods caused by factors outside of
Ekollon’s control (goods may be not always be in UK stock at the time of order). Ekollon may cancel
the Contract at any time prior to delivery without penalty. If Ekollon’s delivery of the Goods is
affected by an event outside of Ekollon’s control then Ekollon will contact the Consumer as soon as
possible to let the Consumer know and take steps to minimise the effect of the delay. Provided
Ekollon does this it will not be liable for delays caused by the event but if there is a risk of substantial
delay the Consumer may contact Ekollon in writing to end the Contract and receive a refund for any
Goods paid for but not received. Time for delivery shall not be of the essence unless previously
agreed by Ekollon in writing. The Goods may be delivered in advance of the quoted delivery date

upon giving reasonable notice to the Customer. The Customer acknowledges that Ekollon may need
to import certain products which can result in delays depending on customs and market conditions.
5.5 If Ekollon fails to deliver the Goods for any reason other than any cause beyond its reasonable
control or the Customer’s fault, and Ekollon is liable to the Customer, Ekollon’s liability shall be
limited to the excess (if any) over the price of the goods of the cost to the Customer (in the cheapest
available market) of similar goods to replace those not delivered.
5.6 If the Customer fails to take delivery of the Goods or fails to give Ekollon adequate delivery
instructions at any time stated for delivery (otherwise than by reason of any cause beyond beyond
the Customer’s reasonable control or by reason of Ekollon’s fault) then, without prejudice to any
right or remedy available to Ekollon, Ekollon may:
5.6.1 Store the Goods until actual delivery and charge the Customer for the reasonable costs
(including insurance) of storage;
5.6.2 make an additional charge for further delivery attempts; or
5.6.3 Sell the Goods at the best price readily obtainable and (after deducting all reasonable
storage and selling expenses) account to the Customer for the excess over the Price (if the
Customer has paid such Price) or charge the Customer for any shortfall below the Price.
5.7 Notwithstanding any provision to the contrary, Ekollon (at its absolute discretion) has the right to
cancel any Order for delivery outside the UK mainland or request an additional sum to fulfil the
Contract including but not limited to additional delivery charges, tax liability, import and export
duties or any other sum which increases Ekollon’s costs of fulfilling the Order.

6. Performance of Services
6.1 Ekollon will begin the Services on or within a reasonable time of the date agreed with the
Customer during the order process. The estimated completion date for the services is as told to the
Customer during the order process.
6.2 FOR BUSINESS CUSTOMERS – Any dates quoted for the supply of Services are approximate only
and Ekollon shall not be liable for any delay in performance of the Services howsoever caused. Time
of performance shall not be of the essence unless previously agreed by Ekollon in writing. The date
for provision of Services may be altered upon giving reasonable notice to the Customer.
6.3 FOR CONSUMERS – Any dates quoted for the supply of Services are approximate only and
Ekollon shall not be liable for any delay in performance of the Services caused by factors outside of
Ekollon’s control. If Ekollon’s performance of the Services is affected by an event outside of Ekollon’s
control then Ekollon will contact the Consumer as soon as possible to let the Consumer know and
take steps to minimise the effect of the delay. Provided Ekollon does this it will not be liable for
delays caused by the event but if there is a risk of substantial delay the Consumer may contact
Ekollon in writing to end the Contract and receive a refund for any Services paid for but not received.
Time of performance shall not be of the essence unless previously agreed by Ekollon in writing. The
date for provision of Services may be altered upon giving reasonable notice to the Customer who
shall be required to notify Ekollon in writing within five workings days of receipt of such notice from
Ekollon if the altered date is not acceptable to the Customer.
6.4 Unless agreed in writing to the Contrary, any Supply of Services shall be made by at Ekollon’s
premises at Unit 28 Highfield Business Park, Tewkesbury Rd, Deerhurst, Gloucester GL19

6.5 The Customer acknowledges that in placing an Order for Services, it is requesting that Ekollon
commence performance of the Services immediately as of the agreed date. On performance of the
Services the Customer shall have no right (if any) to cancel the Contract.
6.6 Where a supply of Services is made outside Ekollon’s premises at a location selected by the
Customer, the Customer shall take all reasonable steps to ensure that there is suitable, adequate
and safe space for the performance of the Services and ensure that any supplies, tools or other
assistance requested by Ekollon or its employees or contractors is provided. Ekollon shall have the
right to terminate the provision of any Service at its absolute discretion and make a charge to the
Customer for any costs incurred and (for Customers who are businesses, its loss of profit) where the
Customer does not fulfil its obligations under this Clause.
6.7 Where Ekollon requires information to perform the Services and this is incorrect or not provided
by the time agreed for provision of the Services then Ekollon may terminate the Contract or make an
additional charge of a reasonable sum to compensate Ekollon for any extra work that is required as a
result. Ekollon will not be responsible for providing the Services late or not providing any part of
them if this is caused by a Customer failing to provide the information required within a reasonable
time of it being requested by Ekollon.

7. Terms of Payment – Consumers
7.1 Unless otherwise agreed in writing, payment shall be due on a Consumer placing an Order.
7.2 Ekollon shall only accept payment by such payment methods as are listed on its website.
7.3 If the Customer fails to make payment on the due date then without prejudice to any other right
or remedy available to Ekollon, Ekollon shall be entitled to:-
7.3.1 Cancel the Contract or suspends any further deliveries
7.3.2 Appropriate any payment made by the Customer to such of the Goods (or the Goods
supplied under any other Contract between Ekollon and the Customer) as Ekollon may think
fit (notwithstanding any purported appropriation by the Customer); and
7.3.3 Charge the customer interest (both before and after any judgement) on the amount
unpaid, at the rate of 4% above the Bank of England base rate from time to time until
payment in full (including interest) is made (a part of a month being treated as a whole
month for the purposes of calculating interest).
7.4 Ekollon is entitled to maintain an action for the Price notwithstanding that property in the Goods
has not passed to the Customer.

8. Returns, Complaints and Cancellations – Consumers
8.1 Complaints, questions or concerns can be addressed to Ekollon in writing at Unit 28 Highfield
Business Park, Tewkesbury Rd, Deerhurst, Gloucester GL19 4BP
8.2 For most Goods bought online a Consumer has a legal right to cancel within 14 days of delivery
and receive a refund under the Consumer Contracts Regulations 2013. If a Consumer wish to cancel
the Contract pursuant to this, it must inform Ekollon in writing by completing and sending the form
attached at Schedule 1 to Ekollon at Unit 28 Highfield Business Park, Tewkesbury Rd, Deerhurst,
Gloucester GL19 4BP. Such cancellation shall only be effective if the Consumer is legally entitled to
do so.

8.3 A Consumer shall have no right to cancel a Contract following the provision of Services or in
relation to Goods where the Goods have been created specifically for the Customer, customised for
the Customer, are used, are not in the original condition or the Consumer’s wish to cancel the
Contract is communicated to Ekollon later than 14 days after delivery of the Goods.
8.4 If a Consumer cancels the Contract after Goods have been delivered to it or otherwise wishes to
return Goods it has received:
8.4.1 it must return the Goods to Ekollon prior to receiving any refund.
8.4.2 Where a Consumer returns Goods which are not defective it shall be obligated to pay for the
costs of delivery to Ekollon and shall retain risk and title to the Goods until the same have been
safely delivered to Ekollon. Ekollon may deduct from any refund provided a reasonable restocking
fee for the goods of 15% of the Price and any other reasonable deductions for repackaging and/or
resale of the Goods as it at its reasonable discretion deems fit.
8.5 Ekollon shall be under no obligation to refund Goods which are not returned in saleable
condition or are otherwise damaged or show signs of use except where any such use or damage is
caused by the Consumer.
8.6 Ekollon shall pay for the costs of return of Goods only where the Consumer is entitled to reject
the Goods and such payment shall be made within 30 days of receipt of the Goods by Ekollon by
such payment method as Ekollon deems appropriate at its absolute discretion. No rejection of
Goods shall be effective unless the Goods are returned to Ekollon.
8.6 To the extent permitted by law, Ekollon may deduct from any monies due to a Consumer by way
of set-off any monies due to Ekollon.
8.7 For certain Goods, Ekollon may provide additional warranties from the original manufacturer.
Ekollon shall take reasonable commercial endeavours to ensure Customers have the benefit of these
warranties however Ekollon shall have no liability if the original manufacturer fails to honour the
same.
8.8 Ekollon is not liable for any loss or damage that is not foreseeable.
8.9 Ekollon is not liable for the cost of repairing any pre-existing faults or damage to your property
that is discovered while providing the Services or any damage which is occasioned in providing the
Services by said pre-existing faults or damage.
8.10 Ekollon is not liable for any business loss or damage caused when dealing with a Consumer.
8.11 Ekollon does not exclude liability for death or personal injury caused by Ekollon’s negligence or
the negligence of Ekollon’s employees, agents or subcontractors; for fraud or fraudulent
misrepresentation; for breach of Consumer’s legal rights in relation to the Goods and Services
including the right to receive products which are: as described and match information provided and
any sample or model seen or examined; of satisfactory quality; fit for any particular purpose made
known to Ekollon; supplied with reasonable skill and care and, where installed by Ekollon, correctly
installed; and for defective products under the Consumer Protection Act 1987
8.12 Ekollon is under a legal duty to supply Goods and Services that are in conformity with this
Contract and are as described, fit for purpose and of satisfactory quality. Nothing in these terms will
affect Consumers’ legal rights.

9. Terms of Payment – Business Customers

9.1 Unless otherwise agreed in writing Ekollon shall be entitled to invoice the Customer for the Price
on or at any time after delivery of the Goods or performance of the Services.
9.2 The Customer shall pay the Price (less any discount to which the Customer is entitled but without
any other deduction) within thirty days of the date of Ekollon’s invoice, which shall be the due date
for payment, notwithstanding that delivery may not have taken place and the property in any Goods
has not passed to the Customer. The time of payment of the price shall be of the essence of the
Contract. Receipts for payment will be issued only upon request.
9.3 If the Customer fails to make payment on the due date then without prejudice to any other right
or remedy available to Ekollon, Ekollon shall be entitled to:-
9.3.1 Cancel the Contract or suspends any further deliveries
9.3.2 Appropriate any payment made by the customer to such of the Goods (or the Goods
supplied under any other Contract between Ekollon and the Customer ) as Ekollon may think
fit (notwithstanding any purported appropriation by the Customer); and
9.3.3 Charge the Customer interest (both before and after any judgement) on the amount
unpaid, at the rate of 8% above the Bank of England base rate from time to time until
payment in full (including interest) is made (a part of a month being treated as a whole
month for the purposes of calculating interest).
9.4 Ekollon is entitled to maintain an action for the Price notwithstanding that property in the Goods
has not passed to the Customer.

10. Risk and Property
10.1 Risk of damage to or loss of the Goods passes to the Customer:
10.2.1 in the case of Goods to be delivered at Ekollon’s premises, at the time when Ekollon
notifies the Customer that the Goods are available for collection; or
10.2.2 in the case of Goods to be delivered otherwise than at Ekollon’s premises, at the time
of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when
Ekollon has tendered delivery of the Goods.
10.3 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these
Conditions, the property in the Goods shall not pass to the Customer until Ekollon has received
payment in full of the price of the Goods and all other Goods agreed to be sold by Ekollon to the
Customer for which payment is then due.
10.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold
the Goods separate from those of the Customer and third parties and properly stored, protected and
insured and identified as Ekollon’s property.
10.5 Until such time as the property in the Goods passes to the Customer, the Customer shall be
entitled to resell or use the Goods in the ordinary course of his business, but shall account to Ekollon
for the proceeds of sale of the Goods and shall keep all such proceeds separate from any moneys or
property of the Buyer and third parties.
10.6 Until such time as the property in the Goods passes to the Customer (and provided the Goods
are still in existence and have not been resold) Ekollon shall be entitled at any time to require the
Customer to deliver up the Goods to Ekollon and if the Customer fails to do so immediately to enter

upon any premises of the Customer or any third party where the Goods are stored and repossess the
Goods.
10.7 The Customer shall not be entitled to pledge or in any way charge by way of security for
indebtedness any of the Goods which remain Ekollon’s property but if the Customer does so all
monies owing by the Customer to Ekollon shall (without prejudice to any other right or remedy of
Ekollon) immediately become due and payable.
10.8 No Goods delivered to the Customer which are in accordance with the Contract will be
accepted for return without the prior written approval of Ekollon on terms to be determined at the
absolute discretion of Ekollon.

11. Warranties and Liability – Business Customers
11.1 Subject to the conditions set out below Ekollon warrants that the Goods will at the time of
delivery correspond to the description given by Ekollon (changes in specification pursuant to clause
3.7 excepted). All other warranties, conditions or terms relating to fitness for purpose,
merchantability or condition of the Goods and whether implied by statute or common law or
otherwise are excluded to the extent that this is reasonable and permissible in law and Ekollon shall
not (save as provided in clause 11.7 below) have any liability to the Client in contract tort or for
breach of statutory duty for loss or damage of any type whatsoever and whether direct, indirect,
consequential or otherwise.
11.2 For certain Goods, Ekollon may provide additional warranties from the original manufacturer.
Ekollon shall take reasonable commercial endeavours to ensure Customers have the benefit of these
warranties however Ekollon shall have no liability if the original manufacturer fails to honour the
same.
11.3 The above warranties are given by Ekollon subject to the following conditions:
11.3.1 Ekollon shall be under no liability in respect of any defect arising from fair wear and
tear, wilful damage, negligence, abnormal working conditions, failure to maintain and/or
service the Goods and/or otherwise to follow Ekollon’s instructions (whether oral or in
writing), misuse or alteration or repair of the Goods without Ekollon’s approval.
11.3.2 Ekollon shall be under no liability under the above warranty (or any other warranty,
condition or guarantee) if the total price for the Goods has not been paid by the due date for
payment;
11.3.3 The above warranty does not extend to parts, materials or equipment not
manufactured by Ekollon, in respect of which the Customer shall only be entitled to benefit
of any such warranty or guarantee as is given by the manufacturer to Ekollon.
11.4 Subject as expressly provided in these conditions and except where the Goods are sold to a
person dealing as a Consumer all warranties, conditions or other terms implied by statute or
common law are excluded to the fullest extent that is reasonable and permitted by law.
11.5 Any claim by the Customer which is based on any defect in the quality or condition of the
Goods or their failure to correspond with the specification shall (whether or not delivery is refused
by the Customer) be notified to Ekollon within seven days from the date of delivery or (where the
defect or failure was not apparent on reasonable inspection) within a reasonable time after
discovery of the defect or failure. If delivery is not refused, and the Customer does not notify Ekollon
accordingly, the Customer shall not be entitled to reject the Goods and Ekollon shall have no liability

for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been
delivered in accordance with the Contract.
11.6 Where any valid claim based on any defect in the quality or condition of the Goods or their
failure to meet specification is notified to Ekollon in accordance with these Conditions, Ekollon shall
be entitled at its sole discretion either to replace the Goods (or the part in question) free of charge
or, to refund the customer the price of the Goods (or a proportionate part of the price), but Ekollon
shall have no further liability to the customer.
11.7 The Customer agrees to indemnify Ekollon against any damages, losses, costs, claims or
expenses incurred by Ekollon in respect of any liability of Ekollon towards a third party arising out of
or in connection with any of the Goods or their use or operation and whether arising by reason of
negligence of Ekollon or otherwise insofar as liability arises as a result of any dealing with the Goods
otherwise than as expressly instructed or as would reasonably be expected in the normal course of
business.
11.8 Except in the case of death or personal injury caused by Ekollon’s negligence and, so far as is
reasonable and permissible in law, Ekollon shall not be liable to the Customer by reason of any
representation or any implied warranty, condition or other term, or any duty at common law, or
under the express terms of the Contract for any consequential loss or damage (whether for loss of
profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever
(and whether caused by the negligence of Ekollon, its employees or agents or otherwise), which
arises out of or in connection with the supply of the Goods or their use or sale by the Customer,
except as expressly provided in these Conditions.
11.9 Ekollon shall not be liable to the customer or be deemed to be in breach of the contract by
reason of any delay in performing, or any failure to perform any of Ekollon’s obligations in relation to
the Goods, or Services if the delay or failure was wholly or mainly due to any act or default of the
Customer or to any cause beyond Ekollon’s reasonable control. Without prejudice to the generality
of the foregoing, the following shall be regarded as causes beyond Ekollon’s control:
11.9.1 Act of God, explosion, flood, tempest, fire or accident;
11.9.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
11.9.3 Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the
part of any governmental, parliamentary or local authority;
11.9.4 Import or export regulations or embargoes;
11.9.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving
employees of the Seller or of a third party;
11.9.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
11.9.7 Power failure or breakdown in machinery.
11.10 In circumstances where Ekollon accepts a return of goods which are not defective, Ekollon
may deduct from any monies returned by way of refund or otherwise a reasonable restocking fee for
the goods of 15% of the Price and any other reasonable deductions for repackaging and resale of the
Goods as it at its reasonable discretion deems fit.

12. Insolvency of Customer.

12.1 This clause applies if:
12.1.1 the customer makes any voluntary arrangement with its creditors or becomes subject
to an administration order or (being an individual or firm) becomes bankrupt or (being a
company) goes into liquidation (otherwise than for the purposes of amalgamation or
reconstruction); or
12.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property
or assets of the Customer: or
12.1.3 the customer ceases, threatens to cease, to carry on business: or
12.1.4 Ekollon reasonably apprehends that any of the events mentioned above is about to
occur in relation to the Customer and notifies the Customer accordingly.
12.2 If this clause applies then, without prejudice to any other right or remedy available to Ekollon,
Ekollon shall be entitled to cancel the Contract or suspends any further deliveries under the Contract
without any liability to the Customer and if the Goods have been delivered but not paid for the price
shall become immediately due and payable notwithstanding and previous agreement or
arrangement to the contrary.

13. Export.
13.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade
terms of the International Chamber of Commerce as are in force at the date when the Contract is
made. Unless the context otherwise requires, any term or expression which is defined in or given a
particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions,
but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall
prevail.
13.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this
Clause 13 shall (subject to any special terms agreed in writing between the Customer and Ekollon)
apply notwithstanding any other provision of these Conditions.
13.3 The Customer shall be responsible for complying with any legislation or regulations governing
the importation of the Goods into the country of destination and for the payment of any duties
thereon.
13.4 Unless otherwise agreed in writing between the Customer and Ekollon, the Goods shall be
delivered ex-works and Ekollon shall be under no obligation to give notice under Section 32(3) of the
Sale of Goods Act 1979.
13.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at Ekollon’s
premises before shipment. Ekollon shall have no liability for any claim in respect of any defect in the
Goods which would be apparent on inspection and which is made after shipment, or in respect of
any damage during transit.
13.6 Payment of all accounts due to Ekollon shall be made by irrevocable letter of credit opened by
the Customer in favour of Ekollon and confirmed by a bank in England acceptable to Ekollon or, if
Ekollon has agreed in writing on or before acceptance of the Customer’s order to waive this
requirement, by acceptance by the Customer and delivery to Ekollon of a bill of exchange drawn on
the Customer payable sixty days after sight to the order of Ekollon at such branch of Barclays Bank as

may be specified in the bill of exchange or such other bank based in England as Ekollon shall
nominate by written notice to the Customer from time to time.

14. Cancellation. – Businesses
Ekollon shall not be liable for any loss or damage whatever arising from the cancellation of a
Contract.

15. Large Orders
15.1 Notwithstanding any provision to the contrary, where an Order is placed which is in excess of
£100,000 or otherwise requires the design or manufacture of specific parts (a “Large Order”) the
following terms shall prevail:
15.1.1 Ekollon shall have the absolute right to cancel any Large Order at any time prior to delivery
without loss or liability other than a refund of any monies paid
15.1.2 no warranty is given by Ekollon as to the time of performance and the Customer
acknowledges Ekollon’s time for performance of the Contract may be affected by the need to source
additional parts and components or procure the supply of design services to fulfil the contrary
15.1.3 If a Large Order is cancelled by a Customer for any reason other an act or default of Ekollon
then the Customer shall pay to Ekollon such sum as Ekollon shall reasonably invoice for the costs and
expenditure of Ekollon in relation to the Large Order including but not limited to the time of
Ekollon’s staff in relation to the Order at the agreed sum of £100 per hour for directors of Ekollon
and £50 per hour for other staff.

16. General.
16.1 Any notice given under this Contract must be in writing addressed to:
(a) Ekollon at Unit 28 Highfield Business Park, Tewkesbury Rd, Deerhurst, Gloucester
GL19 4BP
(b) the Customer at its registered office or principal place of business or such other
address have been provided together with the Order or otherwise notified pursuant
to this provision to the party giving notice

and such notice shall be deemed to be received on the day of personal delivery, two days from the
date of posting within the United Kingdom or else in due course to the post.
16.2 The Contract shall be deemed to have been made in England. English Law is the proper law of
the Contract and all disputes arising in connection with it are subject to the exclusive jurisdiction of
the English Courts.
16.3 No waiver by Ekollon of any breach of the Contract by the Customer shall be considered as a
waiver of any subsequent breach of the same or any provision of the Contract.
16.4 If any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these Conditions and the
remainder of the provisions in question shall not be affected hereby.
Nothing in these conditions affects the statutory rights of a Customer who is a Consumer
Terms and Conditions © Ekollon, August 2021.