Ellis Electrical Distribution Manufacturers Ltd – Terms and Conditions

Introduction

Ellis Electrical Distribution Manufacturers Ltd (hereafter “the Company”) provides products
and services in the field of lighting pillars. These Terms and Conditions (“Terms”) govern all
sales of products, deliveries, and design services by the Company to any purchaser
(hereafter “the Customer”). By placing an order with the Company or accepting a quotation,
the Customer agrees to be bound by these Terms. No other terms or conditions (including
any the Customer may seek to impose) shall apply unless expressly agreed in writing by a
duly authorized representative of the Company.

Products and Services

The Company specializes in the design, manufacture, and sale of lighting pillars and other
electrical distribution products, along with associated services such as delivery and the
provision of design drawings. All products supplied (including lighting pillars and related
components) will substantially conform to the specifications provided in the Company’s
product descriptions or as agreed in writing with the Customer.

The Company may provide design drawings or plans related to its lighting pillars or their
installation. Such drawings are intended as general guides to assist the Customer and are
not guaranteed to be exact engineering specifications. The Company reserves the right to
revise or update these drawings as needed. It is the Customer’s responsibility to ensure they
are using the most current version of any design drawing and to treat all drawings as for
reference purposes unless otherwise stated by the Company.

Quotations and Orders

Any quotation or estimate issued by the Company (whether in writing or electronically) is
valid for a period of 30 calendar days from the date of the quote, unless otherwise specified.
After this period, the Company reserves the right to revise or withdraw the quotation.
Quotations are provided based on the information available at the time and may be subject
to adjustment if the Customer’s requirements change.

To proceed with an order, the Customer should provide a confirmation (such as a purchase
order or written acceptance of the quote) within the validity period of the quotation. A
binding contract between the Customer and the Company is formed only when the
Company confirms acceptance of the Customer’s order (for example, by issuing an order
confirmation or invoice). All orders and agreements are subject to these Terms, which shall
take precedence over any terms proposed by the Customer. The Company will assign an
order number or reference to each accepted order, which should be referenced in all
related communications.

The Company will invoice the Customer for all work performed and products supplied under
any order. By placing an order, the Customer acknowledges that they will receive an invoice
for the agreed price and any applicable charges, and that payment will be due against that
invoice in accordance with the Payment terms set out below.

Prices and Payment

Pricing: All prices for products and services are as stated in the Company’s quotation or as
otherwise agreed in writing. Prices are typically quoted in GBP (Pound Sterling) unless stated
differently. Quoted prices exclude any applicable taxes (such as VAT) and delivery charges,
unless the quotation specifically includes them. Any applicable taxes or duties will be added
to the invoice at the rate and in the manner prescribed by law at the time of invoicing.

Invoicing: The Company’s policy is to conduct sales and services on an invoice basis only.
This means payment is by invoice only – the Company will issue an invoice to the Customer
once products have been dispatched or delivered, or upon completion of services (such as
design drawings), as appropriate. Invoices will contain details of the products/services
provided, the amount due, payment instructions, and the due date for payment. The
Customer agrees to provide correct billing details and to promptly notify the Company of
any billing address or contact changes.

Payment Terms: Payment of each invoice must be made in full, without any set-off or
deduction, by the due date stated on the invoice. Unless otherwise specified on the invoice
or agreed in writing, payment is due within 30 days from the invoice date. Payment shall be
made via the method indicated on the invoice (for example, bank transfer to the account
provided by the Company). The Company does not typically accept immediate payment
methods such as cash or credit card; all transactions are handled through the invoicing
process. The Customer is responsible for ensuring that payment is received by the Company
in cleared funds by the due date. If the Customer anticipates any delay in payment, they
must inform the Company as soon as possible to discuss possible arrangements – however,
any allowance or extension is at the Company’s discretion and must be agreed in writing.

Late Payment

Timely payment is of the essence. If the Customer fails to pay any invoice by the due date,
the Company reserves the right to take one or more of the following actions:
 Interest on Overdue Sums: The Company will charge interest on any overdue
amount at the rate of 8% per annum above the Bank of England’s base rate. Interest
will be calculated on a daily basis (accruing monthly) from the day after the payment
was due until the date payment is received in full. Each month, any accrued interest
may be added to the outstanding balance. This interest charge is in line with
statutory rights for late commercial payments and is intended to compensate the
Company for the delay in payment. The Customer shall be liable for paying the
accrued interest along with the principal overdue sum. (For example, if payment is 2
months late, interest for those 2 months at the agreed rate will be applied to the
invoice amount.)
 Suspension of Services or Deliveries: The Company may suspend any further
deliveries of products or halt the provision of any ongoing services to the Customer
until all overdue invoices (including any interest and additional charges) are paid in
full. This includes the right to withhold any design drawings, technical support, or
future shipments of lighting pillars and other products that have not yet been
delivered under any contract with the Customer. The Company shall not be liable for
any consequences or damages arising from such suspension due to the Customer’s
non-payment.
 Debt Recovery: The Company reserves the right to initiate formal debt recovery
procedures if an invoice remains unpaid beyond a reasonable grace period. The
Company may engage a debt collection agency or pursue legal action to recover the
overdue amounts. The Customer will be responsible for all costs of recovery incurred
by the Company, including but not limited to reasonable legal fees, court costs,
administrative costs, and any fees charged by a debt collection agency, to the extent
permitted by law. The Company may also claim any fixed late payment fees or
compensation that it is entitled to under applicable law for late commercial
payments.

In addition to the above, the Company may, at its discretion, revoke any discounts that were
applied to the overdue invoice or reconsider the Customer’s credit terms for future orders.
The rights and remedies in this Late Payment section are in addition to any other rights the
Company may have under law or these Terms.

Delivery

The Company will use reasonable efforts to deliver products within the lead times or on the
delivery dates discussed with or indicated to the Customer. However, all delivery dates are
estimates and are not guaranteed. Time is not of the essence for delivery or performance,
and the Company shall not be liable for any loss or damage resulting from any reasonable or
unavoidable delay in delivery.

Deliveries may be fulfilled by the Company’s own logistics or by third-party delivery service
providers. As such, delivery schedules can be affected by factors outside the Company’s
direct control, including carrier delays, transportation disruptions, import/export
procedures, or other logistical issues. The Customer acknowledges that delays can occur and
agrees that the Company is not liable for any consequences of delayed delivery, including
any costs, losses, or damages arising from the delay.

If the Company becomes aware of a potential delay in delivery, it will endeavour to inform
the Customer and provide a revised estimated delivery date. The Customer must ensure
that the delivery location is accessible and that they (or an authorized recipient) are
available to receive the goods on the scheduled delivery attempt. If a delivery cannot be
completed due to the Customer’s absence or lack of preparedness, the Company may
arrange a re-delivery at the Customer’s expense or require the Customer to collect the
goods from a designated location.

Delivery shall be deemed successful (and the goods considered “delivered”) when the
lighting pillars or other products are delivered to the address specified by the Customer, or
when they are collected by the Customer or the Customer’s appointed carrier from the
Company’s premises. Minor discrepancies or variations in quantity (within reasonable limits)
shall not be a valid reason for the Customer to refuse delivery, but any such discrepancies
should be noted on the delivery record and reported to the Company without delay.

While the Company will pack and ship products in a manner adequate for normal transit, it
is the Customer’s responsibility to promptly inspect the goods upon delivery. Any damage to
packaging or products, or shortfall in delivered quantity, should be documented and notified
to the Company (and to the carrier, if applicable) as soon as possible, ideally within 3
business days of delivery. This allows the Company to assist in filing claims with carriers or
to arrange for repair/replacement of any damaged items as per the Warranty provisions or
carrier insurance.

Transfer of Risk and Title

Risk: Risk in the products (meaning responsibility for loss, damage or deterioration of the
goods) passes to the Customer immediately upon delivery. Once a lighting pillar or other
product has been delivered to the Customer’s specified delivery location or handed over to
the Customer or their authorized carrier, the Customer assumes full responsibility for its
protection and insurance. In practical terms, this means that any loss of or damage to the
products after the point of delivery is the Customer’s liability, not the Company’s, even if
payment has not yet been made in full. The Customer should take all necessary measures to
safeguard the products from that moment, including proper handling, storage, and
installation in accordance with the Company’s guidelines.

Title (Ownership): Ownership of the products remains with the Company until the Company
has received full payment for those products and any other outstanding amounts owed by
the Customer. Only when all sums due to the Company (for the given order and any other
orders by the Customer) have been paid in cleared funds does the title to the delivered
products pass to the Customer. This retention of title is a security measure for the Company
in case of non-payment.

Until the title passes to the Customer:
 The Customer must hold the products on a fiduciary basis as the Company’s bailee
(custodian). This means the Customer should take care of the products and keep
them in good condition.
 The Customer must store the products separately from other goods (if feasible) and
ensure they are clearly identifiable as the Company’s property. The Customer must
not remove, deface, or obscure any identifying labels or marks on the products or
their packaging.
 The Customer must not sell, transfer, lease, or grant any security interest in the
products to any third party, except with the Company’s express written consent. The
Customer may use the products in the ordinary course of its business (for instance,
install them as part of a project), but if the Customer sells the products before title
has passed, any proceeds of such sale shall belong to the Company and must be kept
separate and held on trust for the Company to the extent of the unpaid price of the
products.

If the Customer is in breach of the payment terms or if the Company reasonably believes
that any outstanding amount will not be paid when due, the Company has the right to
require the Customer to return any products in which title has not yet passed. In such an

event, the Customer must immediately return the products at their cost. Or the Company
(or its agents) may, after giving reasonable notice, enter the Customer’s premises where the
products are stored and repossess them. This right of repossession is without prejudice to
any other claim or remedy the Company may have for unpaid amounts or breach of
contract.

Design Drawings and Intellectual Property

As part of its services, the Company may provide the Customer with design drawings,
schematics, specifications, or other technical documentation (collectively, “drawings”)
related to lighting pillars or their installation and usage. All such drawings are provided for
the Customer’s general guidance and to facilitate the planning or installation of the
Company’s products. These drawings may not be final or definitive, and the Company
reserves the right to make changes or improvements to the designs. It is the Customer’s
responsibility to ensure that they have the latest version of any drawing and to verify that
any design conforms to the project’s requirements before implementation. The Customer
should treat any dimensions, load ratings, or other details in the drawings as approximate
unless the Company has explicitly certified a drawing as final for construction.

All design drawings and related documents provided by the Company remain the
intellectual property of the Company. This includes any copyrights, design rights,
trademarks, or other intellectual property rights inherent in those materials. By supplying
drawings to the Customer, the Company does not transfer ownership of any intellectual
property rights in those drawings. Instead, the Customer is granted a limited, non-exclusive,
non-transferable license to use the drawings solely for the purpose of evaluating, installing,
or using the Company’s products for the specific project or order for which the drawings
were provided.

The Customer shall not do any of the following without the Company’s prior written
consent:
 Reproduce or copy the drawings (except as necessary for backup or for use by the
Customer’s project team on the specific project).
 Modify, adapt, or create derivative works based on the drawings. (For example, the
Customer should not alter the design of a lighting pillar drawing and then use or
share that altered drawing.)
 Distribute, publish, disclose, or otherwise make the drawings available to any third
party, except to persons (such as contractors or consultants) who need to see them
for the purpose of the Customer’s project and who are made aware of the
confidential and proprietary nature of the drawings. In any case, the Customer must
ensure that any third party given access to the drawings similarly does not reproduce
or misuse them and keeps them confidential.

Any unauthorized use of the Company’s drawings or other intellectual property is strictly
prohibited. If the Customer uses the drawings beyond the scope of the granted license – for

example, using them for a different project or providing them to a third party for
competitive purposes – such action may constitute a breach of contract and an infringement
of the Company’s intellectual property rights. The Company reserves the right to take legal
action in the event of unauthorized use of its intellectual property. This may include seeking
injunctive relief (to stop further use or distribution) and claiming damages or compensation
for any losses incurred.

The Customer must promptly return or destroy any copies of the Company’s drawings upon
request if an order is cancelled or completed, or if the license to use the drawings is
otherwise terminated. The provision of drawings by the Company does not imply any
warranty as to their accuracy or suitability for the Customer’s intended purpose beyond
what is stated in the Products and Services section or any specific design agreement. The
Customer should perform their own due diligence or consult a qualified engineer/architect
as needed when using the drawings for any construction or installation to ensure
compliance with local regulations and project requirements.

Warranty

The Company stands behind the quality of its lighting pillars and related products and offers
a 12-month warranty against defects in materials and workmanship. This warranty period is
twelve (12) months from the date of delivery of the product to the Customer. Under this
warranty, the Company warrants that the products supplied will, under normal use and
service, be free from material defects and will conform in all material respects to the
specifications provided by the Company.

If during the 12-month warranty period the Customer discovers a defect in materials or
workmanship in a lighting pillar or other product supplied by the Company, the Customer
must notify the Company as soon as reasonably possible upon discovering the defect.
Notification should ideally be in writing (for record purposes) and include details of the
issue, the product serial or identification number (if applicable), and proof of purchase or
delivery date. The Company will then guide the Customer through troubleshooting steps
and, if necessary, arrange for the product to be inspected.

Remedies: If a product is confirmed by the Company to be defective in materials or
workmanship within the warranty period, the Company will, at its option, either: (a) repair
the product (on-site or by providing replacement parts) at no charge to the Customer; or (b)
replace the product with a new or refurbished product of equal specification; or (c) if repair
or replacement is not feasible, refund the purchase price of the defective product. The
choice of remedy will be at the Company’s discretion, and any repaired or replaced item will
continue to be warranted for the remainder of the original warranty period or for 90 days
from the date of repair/replacement, whichever is longer.

Conditions and Exclusions: This 12-month warranty is subject to the following conditions
and exclusions. It does not cover any of the following circumstances or damages:
 Misuse or Abuse: Damage, failure, or defects resulting from improper use, misuse,
abuse, or use of the product for purposes other than its intended normal purpose.
(For example, using a lighting pillar to carry electrical loads beyond its rated capacity
would void the warranty.)
 Incorrect Installation: Any defect or damage caused by incorrect, improper, or
unqualified installation of the product. If the product is not installed following the
Company’s guidelines or not installed by a qualified professional where required, any
resulting damage or failure is not covered.
 Alterations or Unauthorized Repairs: Any changes, modifications, or alterations
made to the product by the Customer or third parties without the Company’s prior

written approval. Similarly, any repair or attempt to repair the product by the
Customer or an unauthorized service provider will void the warranty.
 Normal Wear and Tear: Cosmetic damage or normal wear and tear that does not
affect the functionality of the product. Minor surface imperfections, weathering, or
paint fading over time can be expected and are not covered by warranty.
 External Factors: Damage or failures caused by external influences not related to a
manufacturing defect. This includes, for example, damage due to accidents,
vandalism, fire, flood, extreme weather conditions (such as lightning strikes, storm
damage), or other acts of nature.
 Electrical Issues Not Caused by the Product: Problems arising from the electrical
supply or ancillary electrical components. For instance, if a lighting pillar’s
performance is affected or it is damaged due to issues in the electrical circuits or
power supply (e.g., power surges, faulty wiring, incorrect voltage) that were not
supplied by the Company, such issues are outside the scope of this warranty.
 Improper Maintenance or Storage: Failure or damage resulting from the Customer’s
or end-user’s failure to maintain the product (e.g., not tightening bolts or neglecting
recommended inspections) or from storing the product in unsuitable conditions
(e.g., corrosive environment without appropriate protection) prior to installation.

If a returned or examined product is found not to be covered by the warranty (for example,
if the issue is determined to fall under one of the above exclusions, or if the warranty period
has lapsed), the Company may offer to repair or replace the item at the Customer’s expense
or return the item to the Customer unrepaired. In such case, the Company will advise the
Customer of the likely costs before proceeding.

Except for the express 12-month warranty stated above, to the fullest extent permitted by
law, the Company disclaims all other warranties, conditions, or representations, express or
implied, regarding the products and services. This includes any implied warranties or
conditions of merchantability, satisfactory quality, or fitness for a particular purpose, and
any warranties arising from a course of dealing or usage of trade. The Company provides the
products and any related services “as is” and only guarantees them to meet the
specifications and quality expressly stated by the Company. No employee or agent of the
Company is authorized to make any modification, extension, or addition to this warranty
unless made in writing and signed by an authorized representative of the Company.

It is important to note that if the Customer is a consumer (an individual purchasing the
product for personal use rather than for business use), then the Customer may have certain
statutory rights under consumer protection laws that cannot be excluded or limited by
contract. In such cases, the 12-month warranty provided by the Company is in addition to
those statutory rights and does not affect them. For example, consumers may have rights
regarding products that are faulty or not as described, which apply regardless of what is

stated in these Terms. Nothing in this warranty section (or elsewhere in these Terms) is
intended to exclude or limit any rights the Customer may have under applicable law that
cannot be waived or limited by contract.

Limitation of Liability

General Limitation: To the maximum extent permitted by applicable law, the Company’s
total liability to the Customer for any and all claims, losses, or damages arising out of, or in
connection with, the contract between the Company and the Customer (including any
breach of these Terms, tort (such as negligence), misrepresentation, or other cause of
action) shall be limited to the total amount actually paid by the Customer to the Company
for the specific products or services that give rise to the claim. In other words, the
Company’s financial responsibility for any claim will not exceed the value of the order or
service in question.

No Indirect or Consequential Losses: The Company shall not be liable for any indirect,
special, or consequential losses or damages. This includes, but is not limited to, any loss of
profit, loss of revenue, loss of business or contracts, loss of anticipated savings, loss of
goodwill or reputation, or any other economic or financial loss that is not a direct result of
the Company’s breach or negligence. For example, if a lighting pillar is delivered late or is
defective, the Company will not be responsible for any consequential costs such as fines the
Customer incurs from a third party, penalties under a project contract, or the cost of hiring
substitute equipment, beyond the remedies expressly provided for the product itself under
the warranty or as otherwise stated.

Post-Delivery Responsibility: Once delivery has occurred (as defined in the Delivery section
above), the Customer assumes full responsibility and liability for the product. The Company
will not be liable for any damage, loss, or problems that occur to the product or because of
the product’s use after delivery, except to the extent that such damage is directly caused by
a defect that was present at the time of delivery (and then, the Company’s obligation is as
per the Warranty section). Specifically, the Company will not be liable for any issues arising
from:
 Improper Handling or Storage: Any damage to the products caused by the
Customer’s or any third party’s handling, transportation, or storage after the point of
delivery. (For instance, if the Customer drops the lighting pillar during installation,
the Company is not responsible for that damage.)
 Alterations by the Customer or Third Parties: Any alterations, adjustments, or
modifications made to the product by the Customer or others after delivery. The
Company is not responsible for performance issues or defects introduced by such
alterations.
 Installation and Integration: Any damage to the products or other property, or any
injury or loss, resulting from the installation process or the integration of the
products into the Customer’s site or electrical system, unless the installation was
carried out by the Company. It is the Customer’s responsibility to ensure that

installation is carried out safely and by qualified professionals. The Company shall
not be liable for, as examples, the lighting pillar falling due to improper mounting by
the Customer’s contractor, or electrical failures caused by wiring the pillar
incorrectly into the circuit.
 Electrical System Issues: Problems or malfunctions related to the interaction
between the lighting pillar and the Customer’s electrical circuits or infrastructure
that are not due to a defect in the product. For example, if a circuit overload or a
fault in the Customer’s power supply causes a lighting pillar to fail or not operate
correctly, the Company is not liable for that failure. The Customer should employ
appropriate surge protection and circuit management as needed for their electrical
system.

Third-Party Components or Services: In some cases, the Customer might request that the
Company incorporate specific components or materials supplied or specified by the
Customer, or the Customer might use third-party products in conjunction with the
Company’s lighting pillars. The Company will not be liable for defects or failures attributable
to third-party components, equipment, or services that the Company did not design or
manufacture. Any warranty or liability for third-party items lies with their respective
manufacturers or service providers, unless otherwise expressly assumed by the Company in
writing.

Indemnity: The Customer agrees to indemnify and hold the Company harmless from any
claims, liabilities, damages, and expenses (including legal fees) arising out of the Customer’s
own negligence or misuse of the products or services, or from the Customer’s violation of
any instructions or safety protocols in using the products. For instance, if the Customer or
their contractor uses the product in a way that causes damage to property or injury to
persons, and a claim is brought against the Company as a result, the Customer should
indemnify the Company for those costs, to the extent the law allows.

Non-Excludable Liability: Nothing in these Terms shall operate to exclude or limit the
Company’s liability for (i) death or personal injury caused by the Company’s negligence or
the negligence of its employees or agents; (ii) fraud or fraudulent misrepresentation; or (iii)
any other liability which cannot be excluded or limited under applicable law. If the Customer
is a consumer, nothing in these Terms will exclude or limit any consumer rights which by law
cannot be waived. Any limitations in these Terms are subject to and will be adjusted to
ensure compliance with such mandatory laws.

The limitations of liability set out in this section are a fundamental part of the agreement
between the Company and the Customer, and the pricing of products and services is based

on the assumption that these limitations will apply. The Customer acknowledges that the
Company would not be able to offer products and services on an economical basis without
such limitations. This section shall survive the termination or expiration of the contract
between the parties.

Governing Law and Jurisdiction

These Terms and Conditions, and any contract or transaction to which they apply, shall be
governed by and construed in accordance with the laws of England and Wales. The
Company and the Customer agree that any disputes or claims (including non-contractual
disputes or claims) arising out of or in connection with these Terms, or the breach,
termination, or validity thereof, shall be subject to the exclusive jurisdiction of the courts of
England and Wales. The Customer and the Company hereby irrevocably submit to the
jurisdiction of such courts.

If the Customer is located in a different country than the Company, the parties may
mutually agree to a different jurisdiction or to arbitration for resolving disputes, but such
arrangement must be agreed in writing separately from these standard Terms.

Miscellaneous Provisions

Entire Agreement: These Terms, together with the contents of any quotation, order
acknowledgment, or invoice from the Company and any documents expressly referred to
therein, constitute the entire agreement between the Company and the Customer with
respect to the subject matter. They supersede and replace any prior or contemporaneous
understandings, agreements, or representations, whether written or oral, relating to the
same subject. The Customer confirms that in entering into the contract, they have not relied
on any representation or promise except as expressly stated in these Terms or in the written
contract with the Company. If any external terms were discussed or proposed (for example,
in the Customer’s purchase order or in negotiations), they do not apply unless specifically
incorporated with the Company’s written agreement.

Amendments or Changes: No change, amendment, or modification of these Terms shall be
binding unless it is in writing and signed by an authorized representative of the Company.
The Company may update or modify these Terms for future transactions from time to time,
but any such change will not affect an order that has already been accepted and confirmed
under a previous version of the Terms.

No Waiver: If the Company fails to enforce any provision of these Terms or delays in
enforcing any right or remedy, this shall not be construed as a waiver of its rights. Any single
or partial exercise of a right or remedy by the Company does not prevent it from exercising
that right or remedy in the future or any other right or remedy. To be effective, any waiver
of the Company’s rights with respect to a breach or default by the Customer must be explicit
and in writing; a written waiver of one breach shall not be deemed a waiver of any later
breach of the same or another provision.

Severability: If any provision (or part of a provision) of these Terms is found by a court or
other competent authority to be invalid, illegal, or unenforceable, that provision or part-
provision shall, to the extent required, be deemed deleted or modified to the minimum
extent necessary to make it valid and enforceable. The validity and enforceability of the
other provisions of these Terms shall not be affected. In the event that any provision is
deemed unenforceable due to its scope or breadth, the parties agree that the court may
modify that provision to the extent necessary to make it enforceable, and it shall then be
enforced as modified.

Assignment: The Company may assign, transfer, or sub-contract its rights and obligations
under these Terms to another entity (for example, an affiliated company or a purchaser of
the business) by providing notice to the Customer, provided that this does not reduce any
guarantees or warranties benefiting the Customer. The Customer may not assign or transfer
any of its rights or obligations under the contract or these Terms to any third party without
the prior written consent of the Company (any attempted assignment without consent will
be void). These Terms are binding on the Customer’s successors and permitted assigns.

Third-Party Rights: A person or entity who is not a party to the contract between the
Company and the Customer shall have no rights to enforce any term of these Terms. This
means that only the Company and the Customer (or their permitted successors/assignees)
have the right to enforce the contractual terms; no third party (such as an end user of the
Customer or a subcontractor) can claim any benefit or rights under this contract. (Where the
laws similar to the UK Contracts (Rights of Third Parties) Act 1999 apply, the application of
that act or similar legislation is expressly excluded to the extent permissible.)

Notices: Any formal notice or communication required under these Terms should be given
in writing. Notices to the Company should be sent to its registered business address (or the
official email address, if provided by the Company for such communications), and notices to
the Customer will be sent to the address or email provided with the Customer’s order or as
later updated by the Customer. Notices will be deemed received: if sent by hand, on
delivery; if sent by recorded postal delivery, on the date the delivery receipt is signed; if by
first-class mail, two business days after posting; and if by email, on the day of transmission
(or the next business day if sent outside of business hours), provided no bounce-back or
error message is received.

Headings: The section headings in these Terms are for convenience and clarity only and shall
not affect the interpretation of these Terms.

Language: These Terms are drawn up in the English language. If they are translated into
another language, the English text shall prevail in the event of any conflict or ambiguity in
interpretation.

By engaging in business with Ellis Electrical Distribution Manufacturers Ltd – including
accepting a quotation, placing an order, or receiving products or services – the Customer
acknowledges that they have read, understood, and agree to these Terms and Conditions.
These Terms shall apply to each transaction between the Company and the Customer unless

and until they are superseded by updated terms, or a separate written contract is executed
by both parties.