(1) This End-User Terms and Conditions of Sale Agreement (this “Agreement”) applies to all sales of the Products (as defined herein) to you by Ellison Europe, Ltd. (Company No. 06045703) located at Unit 3, Whitegate Industrial Estate, Wrexham, Wales LL13 8UG (referred to herein as “Ellison,” “Company,” “we,” “us” or “our”).

(2) An Officer of Ellison must confirm any variations to this Agreement in writing. By placing your Order (as defined herein), which is accepted by Ellison, you hereby signify your assent to and acceptance of the terms and conditions in this Agreement. If you do not agree to the terms and conditions in this Agreement, return the products that are the subject of the invoice to which this Agreement is incorporated and do not place any further orders to or make purchases of the Products from us.

(3) This Agreement supersedes any other Agreements between you and Ellison whether written or verbal, including but not limited to any terms and conditions you proffered or may proffer in connection with your Order except that this Agreement does not supersede any Ellison agreement and/or policies we incorporate herein by reference that you may have entered into with us.

(4) Definitions

“Order” - an order from the End-User for the Products which Ellison may, in its sole discretion, accept.

“End-User (“Buyer,” “you,” “your,” “End-User,” “Consumer,” or “Customer”)” - the entity, business and/or individual, as identified on the Order, which intends to use Ellison Products for its own use.

“Ellison (“us,” “our,” “we” or the “Company”)” - the Product vendor, which may be identified on your invoice as any of Ellison Educational Equipment, Ellison, Sizzix, Sizzix Outlet, ellisoneducation.com, Ellison.com, and Sizzix.com.

“Ellison Products” - products that are marked with the “Ellison” or “Sizzix” brands.

“Third Party Products” - all goods that are not Ellison Products but are sold by us.

“Accepted Order” - tacit acknowledgement of Products ordered by you and issued in accordance with Section 2 by beginning the order fulfillment process.

“Parties” - Ellison and the End-User and “Party” shall be construed accordingly.

“Price” - those prices stated in the Order after the Order becomes an Accepted Order in accordance with Section 2.

“Products” - Ellison Products and Third Party Products.

We will sell to you and you will purchase from us items subject to the Terms and Conditions of Sale. The contract in respect to the products supplied by us to you comes into existence in accordance with these terms and conditions. For avoidance of doubt, receipt of an order via our Site does not constitute acceptance. We will e-mail you prior to delivery to advise you of our acceptance of your order. That acceptance will be deemed complete and to have been effectively communicated to you at the time that we send the e-mail to you (whether or not you receive that e-mail). Only our communication of our acceptance of your order to you will engage us, in accordance with these terms and conditions of business. Non European Union orders will not be accepted except that Switzerland and Norway orders will be accepted.

(1) Prices. All prices are quoted in UK Pounds Sterling (£) and the European Euro (€) and are inclusive of Value-Added Tax (VAT), unless otherwise specified. All items are exclusive of delivery costs. We reserve the right to change prices listed without notice. Prices are correct at the time of order only. Prices are exclusive of duty, import fees and subject to applicable shipping and handling charges as provided on a per-Order basis. All orders for items are subject to availability.

 (2) Specials. Please note that any promotional and/or discount pricing is (a) exclusive to our website , (b) is only valid at the time of ordering, (c) and applied on a per-Order basis. ,

Payment must be made only by cheque, major credit, direct debit or debit cards as listed: VISA and Master Card. Payment must be received by us before products are delivered by us.

(1) Acceptance. You will inspect the Products within a reasonable time after their receipt and you will be deemed to have accepted them unless within three (3) days after their receipt you notify us that the Products are rejected.. If no such action is taken, we will consider the products as being accepted. You must contact us within three days from the date of delivery of the products by emailing us on EU Internet Customer Services. In cases where the rejection is due to an incorrect order from you or to dissatisfaction, you are entitled to a full refund less the delivery charges to us.

(2) Returns. If you feel you need to return or exchange an item based upon the guidelines below, we will gladly accommodate you. You may return your purchases with the original receipt and original packaging within fourteen (14) calendar days of the date of purchase. If the item is returned unopened, in the original box, we will exchange it or offer a credit note to the value minus shipping charges. It is your right to cancel your order within 7 working days of receipt of the goods by notifying us of your intentions. Please notify us by e-mail.

                                 i.            Returns. If you wish return an item, please contact Customer Services.

                                ii.            Return Credits. Once we receive your item, your account will then be credited. To receive a replacement for your items, you must place a new order online.

                              iii.            Return Questions. send your question to returns or email to us.

(a)     All items are subject to availability. We may notify you if an item is out of stock by indicating such during the ordering process. Any delivery period, if stated, is approximate, and time of delivery shall not be of the essence. Ellison shall make reasonable efforts to fulfill promises of dispatch and deliver to the address shown on the Order, but no liability for failure to do so can be accepted by Ellison. Dispatch will only be effected by your ship-to delivery address unless the Company has specifically agreed to the contrary. The Company reserves the right to dispatch Products in installments and, in this case, to tender a separate invoice in respect of each installment. Each separate installment shall be invoiced and paid for in accordance with the terms of this Agreement.

 

(b)     Except as stated herein, we offer delivery services to the European Union, Switzerland and Norway. For deliveries outside these areas and the United States, please contact us at Customer Services. We will be happy to help provide delivery options for you.

 

(c)     The charges that apply to cover postage, delivery and packing are subject to change without notice. You can find these delivery details here.

 

(d)     Risk. All items purchased from us and delivered by a third party carrier are made pursuant to a shipment contract. This means that all risk of loss passes to you upon our delivery to the third party carrier or, if collected by your agent, all risk of loss passes upon our delivery to your agent.

(1) Ellison Products. Ellison Products come with various limited end-user warranties, as set forth in general below. For complete details of Ellison Product warranties, click on the Ellison Product name. If you do not see your product below, contact us.

·   Ellison AllStar Machine – Limited 3-Year Warranty

·   Ellison AllStar Dies – Limited 3-Year Warranty

·   Ellison RollModel Machine – Limited Lifetime Warranty

·   Ellison Prestige Pro Machine – Limited Lifetime Warranty

·   Ellison Prestige Select Machine – Limited Lifetime Warranty

·   Ellison Prestige SpaceSaver Machine – Limited Lifetime Warranty

·   Ellison SureCut Dies – Limited 3-Year Warranty

·   Ellison ClearCrop Dies – Limited 2-Year Warranty

(2) Third Party Products. Third Party Products are sold "as is." Please consult the manufacturer for its express warranty provisions.

WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY ORDER PLACED WHETHER OR NOT ACCEPTED BY US, INCLUDING BUT NOT LIMITED TO 1) LOSS OF BUSINESS PROFITS, SALARY, REVENUE, SAVINGS, 2) DAMAGE REMEDIED BY ELLISON WITHIN A REASONABLE TIME, 3) LOSS AVOIDABLE BY YOU THROUGH REASONABLE CONDUCT, 4) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR RELIANCE DAMAGES, OR 5) ALL ITEMS EXCLUDED FROM THE WARRANTY OR BY FORCE MAJEURE, ARISING OUT OF OR IN CONNECTION WITH THE ELLISON PRODUCTS OR THIS AGREEMENT, UNDER ANY LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY OR THE LIABILITY OF ANY OTHER PERSON FOR DEATH OR PERSONAL INJURY RESULTING FROM OUR OR THEIR NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION. EXCEPT AS SET OUT ABOVE AND IN RELATION TO OUR CONTRACTUAL OBLIGATIONS TO SUPPLY PRODUCTS FOLLOWING ACCEPTANCE OF ORDERS PLACED, NEITHER WE NOR ANY OF OUR AGENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE FOR ANY LOSS OR DAMAGE WHATSOEVER IN ANY WAY CONNECTED WITH YOUR ORDER OR THIS AGREEMENT.

You agree to indemnify us and our agents and officers, directors and employees, immediately on demand, against all claims, liability, damages, costs, expenses, including legal fees, arising out of any breach of this Agreement by you.

We own various proprietary and intellectual property rights in connection with the Products, including but not limited to patents, copyrights, domain names and trademarks ("Content"). No Content owned or licensed by us may be copied, reproduced, republished, uploaded, downloaded, posted, transmitted, distributed, resold, modified or registered without prior, written permission from us. In the circumstance that you buy die Products from us and you would like to use certain die design images in your own hand-made craftwork that you produce to sell, such usage will be subject to the terms and conditions set forth in the Angel Policy, corresponding to the brand of die Product you purchase from us. The Angel Policy is incorporated herein by reference.

Ellison is not liable for delays in performance (including delivery and dispatch) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, supplier, transport, production problems, exchange fluctuation, governmental or regulatory action and natural disasters. If this lasts more than two (2) months, this Agreement may be terminated by either Party without compensation.

Ellison may terminate this Agreement with immediate written notice if you:

1) fail to pay sums due under the Agreement in accordance with the terms of the Agreement; or

2) violate any provision of this Agreement. 

(1) If any part of this Agreement is found to be invalid or unenforceable by a court, the rest of the provisions of the Agreement shall be unaffected. Ellison may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations.

(2) All notices must be in writing (by hand, email, fax or mail [deemed delivered 48 hours after posting]) and sent to the Company Secretary of either Party or such person as the Parties confirm to each other shall be the relevant person to whom the notices should be sent.

(3) This Agreement supersedes all prior agreements, arrangements and understandings, transactions or statements between the Parties and constitutes the entire agreement between the Parties relating to the subject matter hereof, except that this Agreement does not supersede any agreement and/or policies expressly incorporated herein by reference that you may have entered into with us. Neither Party is entering into this Agreement or any of the arrangements contemplated by this Agreement in reliance upon any representation or warranty not expressly set out in this Agreement.

(4) The English language version of this Agreement shall govern and control any translations of this Agreement into any other language.