TERMS AND CONDITIONS

EL International Ltd (trading as Display Innovations) is a company incorporated in England & Wales (Company Registration No. 4446445), whose registered office address is at 27 Mortimer Street, London, W1T 3BL, UK, (the “Supplier").

1.             INTERPRETATION               

In this Agreement:
“Customer” means any person or corporate entity purchasing Products from the Supplier.
“Products” means the goods supplied to the Customer by the Supplier as detailed in the agreed Specification.
“Specification” means the agreed description and parameters of the Products at the time the Purchase Order is placed.
“Purchase Order” means an official order for Products placed pursuant to Clause 4.
“Confidential Information” means any non-public information concerning the business, financial, contractual, or operational arrangements of either Party, including but not limited to trade secrets, pricing, manufacturing methods, and client lists.
“Intellectual Property” means all copyright, patents, trademarks, registered designs, and any other intellectual property rights, registered or unregistered, globally.

2.            CONDITIONS OF SALE

2.1 All sales of Products shall be subject to these Terms and Conditions to the entire exclusion of any other terms provided by the Customer, unless explicitly varied in writing by both Parties.
2.2 Subject as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute or common law (including but not limited to the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

3.            PRICES

3.1 All prices quoted are strictly net, exclusive of Value Added Tax (VAT), and are valid for 30 days from issue (or 14 days after receipt of a prototype, if applicable), subject to final artwork and instructions.
3.2 Delivery prices, carton dimensions, and weights are estimates and will be finalized upon the Purchase Order being placed. The Supplier reserves the right to alter the quoted price if the Customer’s Purchase Order differs from the originally understood Specification.
3.3 Duty Rate Adjustment (DDP Orders): For orders placed on a Delivery Duty Paid (DDP) basis, the price is based on the duty rates in effect on the order date. The Customer shall be solely responsible for paying any additional costs resulting from increases in duty rates, taxes, tariffs, or other government-imposed charges prior to delivery.

4.            PURCHASE ORDERS

4.1 The Supplier requires an official Purchase Order (via company letterhead, email, or formal document) to commence production.
4.2 Once production commences, neither Party is obliged to accept any amendments to the Specification requested by the other Party, unless mutually agreed and authorized in writing.

5.             PAYMENT TERMS

5.1 For orders under £3,000 (or its equivalent in any other currency), 100% payment is required upon ordering, unless otherwise agreed in writing.
5.2 For orders over £3,000 (or its equivalent in any other currency), a 50% deposit is required upon ordering. The remaining 50% balance shall be paid within 7 days of delivery (for air freight) or within 7 days of the Supplier presenting the Bill of Lading (for sea freight), unless otherwise agreed.
5.3 Payments made via credit card will incur an additional 3% processing fee to cover merchant charges.
5.4 Cancellations: Purchase Orders cannot be cancelled, nor Specifications amended, once accepted. Payments are non-refundable and non-exchangeable. If the Customer cancels an order three (3) or more days after confirmation, the Customer remains fully liable for 100% of the order value. Cancellations within three (3) days of confirmation are strictly at the Supplier's discretion regarding any partial refund or credit.
5.5 The Supplier reserves the right to withhold delivery of Products or Warranty services until all outstanding payments from the Customer have been received in full.
5.6 Late Payments: Overdue balances shall incur statutory late payment charges and interest pursuant to applicable late payment legislation until paid in full. The Customer shall be fully liable for all administrative, debt collection, and legal costs incurred by the Supplier in recovering outstanding balances.

6.            DELIVERY

6.1 Production lead times commence only upon receipt of the Purchase Order, initial payment, and all necessary technical information.
6.2 Quoted production and delivery times are estimates only, and time shall not be of the essence. The Supplier shall not be liable for late deliveries, transit delays, customs delays, or any consequential losses arising thereof. Furthermore, the Supplier accepts no liability for any delays or resulting downtime in the event that additional time is required to repair, replace, or supply replacement parts for Products under the limited Warranty pursuant to Clause 7.
6.3 If the Customer fails or refuses to take delivery of the Products when ready, the Customer shall be liable for any resulting loss to the Supplier, including reasonable storage and care charges.

7.            WARRANTY AND FAULTY GOODS

7.1 The Supplier provides a limited warranty to repair or replace faulty Products for one (1) year from the date of shipment, unless otherwise specified. Batteries are strictly excluded from this Warranty.
7.2 The Customer’s sole remedy under this warranty is the repair, replacement, or provision of replacement parts for the defective Products, supplied free of charge at the Supplier’s sole discretion. The Supplier is not responsible for the physical installation of replacement goods or parts.
7.3 Exclusions: The Warranty is void if the Products are used outdoors (unless explicitly specified), or if the Supplier determines the fault was caused by Customer negligence, accidental damage, misuse, inadequate return packaging, or failure to adhere to provided instructions or Specifications. It is the responsibility of the Customer to request Product Specifications or technical information to ensure that the Product is used correctly according to Product parameters.
7.4 Transit Damages (Strict Compliance): The Customer must inspect the Products immediately upon delivery. The Supplier accepts no liability for transit damage unless the delivery is formally rejected or signed for as “DAMAGED” and reported to the Supplier with photographic evidence within three (3) working days. Signing for goods unchecked or without noting damage constitutes legally binding acceptance that the Products were received in good condition.
7.5 Return Costs: For valid claims, the Supplier shall cover delivery costs to collect and return the faulty Products from/to one single location (the original delivery address). If post-analysis reveals the fault is not covered under Warranty (per Clause 7.3), the Customer shall be fully liable for all collection, analysis, and return delivery costs.

7.6 Manufacturer Warranties and Product Liability: In addition to the limited Supplier Warranty provided in Clause 7.1, the Supplier shall, to the maximum extent permitted by law, assign and pass through to the Customer the full benefit of any warranties, guarantees, or indemnities provided by the original manufacturer of the Products. For any faults, product recalls, or product liability claims attributable to the manufacturing process that fall outside the scope or duration of the Supplier's limited warranty, the Customer acknowledges that strict liability rests with the manufacturer and the Customer's sole recourse shall be directly against the manufacturer in accordance with Clause 12.4.

8.            CERTIFICATION FOR CUSTOMISED PRODUCTS

8.1 The Supplier will endeavour to construct customised Products using certified parts where possible. However, the decision and legal obligation to pursue third-party regulatory, safety, or quality certification for finished custom electronic Products rests entirely with the Customer.

8.2 The Supplier accepts no liability for any consequences, fines, or delays arising from the absence of localized product certifications.

9.            INTELLECTUAL PROPERTY

9.1 By submitting materials or designs to the Supplier, the Customer warrants that they hold all necessary copyrights and permissions. The Customer agrees to fully indemnify the Supplier against any resulting third-party intellectual property claims.
9.2 The Customer must retain copies of all digital materials submitted. The Supplier accepts no liability for the loss or corruption of original materials.

10.          CONFIDENTIALITY

Both Parties agree to use all reasonable efforts to prevent the disclosure of any Confidential Information to third parties. This restriction survives the termination of this Agreement indefinitely, save for information that enters the public domain or is required to be disclosed by law.

11.          FORCE MAJEURE

11.1 The Supplier shall not be liable for any delay or failure to perform its obligations if such delay or failure results from events beyond its reasonable control, including but not limited to Acts of God, war, civil disturbance, governmental restrictions, import/export embargoes, industrial disputes, or power/machinery breakdowns.
11.2 If Force Majeure occurs, then the Supplier will arrange to produce and deliver the Products to the Customer.  In the event of Force Majeure rendering production impossible, the Supplier shall refund any funds paid relating to the unfulfilled order, and shall have no further liability to the Customer.

12.          LIMITATION OF LIABILITY FOR THIRD-PARTY GOODS AND SERVICES, AND RIGHTS OF RECOURSE

12.1 Acknowledgement of Supply Chain Role: The Customer acknowledges and agrees that the Supplier acts strictly as a distributor of the purchased Products and as a facilitator of local installation services. The Supplier is neither the manufacturer of the Products nor the executor of structural engineering, fabrication, or installation services.

12.2 Statutory Limits: Nothing in these Terms and Conditions shall limit or exclude the supplier's liability for death or personal injury caused by the Supplier's own direct negligence, fraud, or fraudulent misrepresentation, or any other liability which cannot be legally excluded or limited under applicable law.

12.3 Exclusion of Consequential Loss: Subject to Clause 12.2, the Supplier shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, or any indirect, special, or consequential loss arising under or in connection with the Contract.

12.4 Pass-Through of Manufacturer Liability: The Supplier assumes no liability whatsoever for claims, losses, or damages arising from any fault or defect in the Products attributable to the manufacturing process. Except for the specific Supplier Warranty expressly outlined in Clause 7, the Customer’s sole and exclusive remedy for defective Products shall be strictly limited to the manufacturer’s warranty. To the maximum extent permitted by law, the Supplier hereby assigns and passes through to the Customer the benefit of any warranties, guarantees, or indemnities provided by the original manufacturer.

12.5 Exclusion of Liability for Third-Party Contractors: Where the Supplier facilitates, sub-contracts, or recommends Third-Party Contractors (including but not limited to structural engineers, metalwork fabricators, and local installers), such parties act as independent contractors. The Supplier expressly excludes all liability for any loss, damage, delay, defective workmanship, or injury caused by their negligence.

12.6 Direct Recourse and Subrogation: In the event of a claim, loss, or damage arising from manufacturing defects, installation, structural integration, or physical placement of the Products, the Customer agrees that liability rests solely with the party at fault. Consequently, the Customer agrees to direct all legal proceedings and demands for compensation directly against the at-fault Manufacturer or Third-Party Contractor, and/or their respective insurers. To the extent the Supplier holds contractual rights against a Manufacturer or Third-Party Contractor, the Supplier agrees (upon the Customer’s written request and strictly at the Customer’s expense) to subrogate, assign, or transfer such rights to the Customer to enable direct legal recourse.

12.7 Goodwill Facilitation and No Admission of Liability: In the event of a dispute or defect involving a Manufacturer or Third-Party Contractor, the Supplier may, at its sole discretion and as a gesture of goodwill, attempt to facilitate a resolution or liaise with the third party on the Customer's behalf. The Customer expressly agrees that any such assistance provided by the Supplier shall not constitute an admission of liability, nor shall it be deemed a waiver of the Supplier’s limitations of liability or the Customer’s obligation to seek direct recourse under this Clause 12.

13.          ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes any previous agreements relating to the subject matter herein. Neither Party has relied on any representation or warranty except as expressly set out in this Agreement. No variation of this Agreement shall be valid unless agreed in writing between the parties. 

14.          GOVERNING LAW AND JURISDICTION

This Agreement, and any disputes arising out of or in connection with it, shall be governed by the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.

For any queries relating to the Terms and Conditions, please contact us.