1. DEFINITIONS AND INTERPRETATION
“Buyer” refers to the person who accepts an estimate of the Seller/Company for the sale of the goods or those Orders for the goods is accepted by the Seller/Company.
“Company” refers to “Signfab (UK) Limited” a Company incorporated under the laws of England and Wales with Company number 04093486 and/or any of its associated or subsidiary companies.
“Contract” refers to the Contract between the Seller/Company and the Customer.
“Customer” refers to the person firm or Company entering into the Contract with the Company.
“Export Contract” means a Contract where the goods are being sold to a purchaser whose place of residence is outside the United Kingdom of Great Britain and Northern Ireland.
“Goods” refers to any goods or materials to be manufactured by the Company and/or supplied to the Customer/Buyer under the terms of the Contract.
“Invoice” refers to the list of goods sent or services provided by the Company with a sum due for the listed goods or services. This will constitute a formal request for payment within the set terms.
“Order” means the confirmed placement of an Order for the Goods by the Customer.
“Quote” means an estimated price of the goods or services. A quote does not constitute a formal offer but is instead an invitation to treat.
“Signs” means signs and related equipment supplied by the Company
“Works” refers to the manufacture installation or maintenance of Signs or other equipment by the Company under the terms of the Contract.
Unless otherwise agreed in writing by one of the sales account managers of the Company all quotations are made and all Orders accepted subject to these conditions and shall override any conditions or stipulations incorporated or referred to by the Customer whether in the Order or in any negotiations verbally or in writing.
a) All tenders and quotations are exclusive of VAT, which will be charged at the rate applicable at the date of Invoice.
b) Unless otherwise expressly stated in the Contract the Customer will bear the costs of any delivery or installation charges.
c) All prices for delivery within the UK are quoted "ex-works". All prices or goods to be exported from the UK are quoted FOB, UK Port.
d) The Company may charge a surcharge and the Customer shall pay such increase in price if;
(i) any special access equipment is in the opinion of the Company during the course of the performance of the Contract necessary for proper performance of its part of the Contract;
(ii) any drawings plans or surveys whether prepared by or on behalf of the Company or the Customer require any amendment which is either requested by the Customer or which in the opinion of the Company is necessary for the proper performance of its part of the Contract;
(iii) any Part of the Contract whether at the request of the Customer or otherwise is to be performed outside the normal working hours 8.00am to 4.30pm Monday till Friday.
(iv) the cost to the Company of any materials to be used in the works increases as a result of circumstances outside the control of the Company; and
(v) any other circumstance which increases the cost to the Company, and the Company, acting reasonably, believes that these costs should be borne by the Buyer.
e) Unless specifically mentioned on the face of the quotation or any written Contract the price does not include the cost of removal and disposal of any old signs or other of the Customer’s property from the Customer’s premises. The cost of such removal and disposal will be an additional charge to the Quote and will be added to the Invoice.
f) Except as otherwise expressly stated and Contracted the Company reserves the right to vary prices at any time without notice to the customer. Stated prices are exclusive of all value added taxes or duties. Prices do not include the cost of freight, carriage, installation or packing, as that will be additionally charged to the customer.
g) Quotes are subject to withdrawal at any time before receipt of an Order.
h) Customers will receive written confirmation of their Order upon placement of their Order
i) It is the client’s responsibility to ensure that their Order is accurate and to the desired requirements. If the client has received written confirmation and not contested it within 24 hours, the Order will be processed and placed, as this will deem acceptance of the Contract. The Company excludes liability for any costs or implications over misunderstandings over the Order confirmation. This liability is held only with the customer.
a) The time of payment shall be of the essence of this Contract.
b) The foregoing provisions will be an addition and without prejudice to all other remedies available to the Company for non-payment.
c) Either remittance or two approved trade references and a banker’s reference should Company Orders from Buyers be from those who have no previous account with the Company.
d) There is a minimum Order value of £20.00 and Buyers are requested to consolidate their requirements whenever possible.
e) Unless credit terms have been agreed payment is to be made in full by the Customer at the time of placing the Order. The customer must pay for the goods within 30 days following an issue of an Invoice in respect of the Goods. The Company also reserves the right to claim from the Customer its reasonable costs of recovery of any monies due pursuant to The Late Payment of Commercial Debts (interest) Act 1988, to which interest rate will be applied at 8% above the Bank of England base rate.
f) Payments of accounts should be made to our office at Byford Rd, Leicester LE4 0DG, and should be made payable to Signfab (UK) Ltd.
g) Overdue accounts paid for by card will be charged an additional 2% over and above the outstanding amount.
h) No Order that has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
i) No Order that has been accepted by the Company may be placed on hold by the Buyer, except with the agreement in writing of the Company and on a payment plan as approved by the Company.
j) In Order to keep administration costs to a minimum, all Orders below £500.00 + VAT must be paid for on placement of Order & will not be subject to normal credit terms.’
k) Cancellation of installation and associated costs;
100% of the full amount will be payable if an installation is cancelled/delayed on the day of the scheduled installation.
75% of the full amount will be payable if cancelled/delayed 24 hours prior to the scheduled installation date.
50% of the full amount will be payable if cancelled/delayed 48 hours prior to the scheduled installation date.
25% of the full amount will be payable if cancelled/delayed 72 hours prior to the scheduled installation date.
a) The Company agrees at its own cost and at its sole discretion to repair or replace any of the goods or parts thereof and to repair or rectify any defects in the works which in each case are proved to the Company to be faulty due to bad workmanship or materials providing in such case that such fault is notified to the Company in writing within, unless agreed in accordance with clause 2 a), a period of 36 months from the date of delivery of the goods or completion of the Works. Works prior to January 2021 are subject to a 12 month warranty at discretion.
b) The Company specifically exempts from the provisions of this clause 5, any part or parts of the goods that were not manufactured by the Company (“Externally Manufactured Goods”). In the case of such Externally Manufactured Goods, the Customer shall be entitled to the benefit of any rights obtained by the Company in the Company’s Contract to purchase the Externally Manufactured Goods or parts thereof.
6. LIMITATION OF LIABILITY (THE BUYERS ATTENTION IS SPECIFICALLY DRAWN TO THIS CLAUSE)
A Special Provisions for Limitation of Company’s Liability
It is entirely the responsibility of the Customer to undertake a detailed feasibility study, survey and risk assessment (“Investigation and Assessment”) in relation to each location to which the Company supplies Signs (“Location”) and all structures at the Location relevant to installation of the Signs. The Company will rely upon the Investigation and Assessment in its manufacturing and installing the Signs including the level of resilience of the structure of the Signs. In the event that the Signs suffer any damage due to defects or omissions in the Customer’s Investigation and Assessment, the Customer shall be wholly liable to indemnify the Company for the whole of the resulting cost of repair or replacement of the Signs or any of them.
Bearing in mind the matters in Clause 6Aa) above and the Customer’s full responsibility for the Investigation and Assessment, the Company will not accept any liability whatever for any loss or damage of any kind including delays in provision of the Signs failure of or interruption in the supply of the Signs or damage to the Location or any structure of the Customer thereon that may result from the installation and/or removal of the Signs, whether for overnight storage or for maintenance or other reason.
The Signs provided to each Location and the related equipment belonging to the Company (“the Company’s Equipment”) may be stored on each Location for the duration of the supply and maintenance in question required by the Customer. There is likely to be a substantial security risk as to damage or theft/removal of the Company’s Equipment. If the Customer so requests, the Company will provide such security arrangements and insurance cover as are practicable in the circumstances, but this shall be at the cost of the Customer. The Customer is required in any event to put and maintain in place its own insurance against fire flood theft damage and other insured risks and to note on its insurance policy, for the duration of the Company’s provision of the Signs, the presence on site of the Company’s Equipment. If so requested by the Company, the Customer shall provide a copy of the policy in question as referred to in this clause 6Ac).
B Further Provisions as to Limitation of the Company’s Liability
Subject to the provisions of clause 5 and 6A hereof it is hereby specifically agreed:
If the Customer has examined a sample of goods produced by the Company, the goods shall be deemed to correspond with their description if they correspond with the sample not withstanding the goods may have been described by the Company. On delivery, the goods shall conform in all material aspects with their description subject to any qualification or representation contained in any advertisement, brochure or other documentation.
If the Customer has examined the goods or has been provided with plans drawings or specifications or other information by the Company relating to the goods or the works the Customer must make his own judgment as a result of such examination or plans specification and other information.
No warranty, condition, description or representation on the part of the Company is given or implied by these conditions nor is any warranty condition description or representation to be taken to have been given or implied from anything said or written in negotiations between the parties or their representatives by or on behalf of the Company prior to the Contract. All statutory or other warranties conditions descriptions or representations express or implied as to the state quality of fitness of the goods or the works the subject of the Contract are hereby expressly excluded so far as their exclusion is permitted by law.
Without prejudice to the generality of the foregoing it is specifically agreed that the Company will in no circumstances be liable for any loss or damage suffered by the Customer arising out of any defects in the walls timbers or other structures to which any sign or other goods may have been affixed unless the Company has been asked by the Customer to advise and as advised in arrears on the suitability of such walls timbers or other structure. Such consultation, if requested will hold an additional surcharge. Without prejudice to the generality of the foregoing it is specifically agreed that the Company will in no circumstances be liable for any loss (including consequential loss) or damage suffered by the Customer, whether direct or indirect, arising out of any defect in any goods supplied and / or manufactured by the Company. For the avoidance of doubt, this includes any costs incurred by a 3rd party on behalf of the Customer
Nothing in these conditions shall restrict the liability of the Company arising out of any defect in the goods or the works due to the negligence of the Company that causes death or personal injury.
The Company’s liability shall in any event cease if:
The Customer shall not have paid in full any invoices from the Company on the due date.
The Company’s representatives are denied full and free right of access to the goods and/or the site where the works have been affected.
The Customer permits persons other than those approved or authorized by the Company to effect any replacement of parts maintenance adjustments or repairs to the goods or the works.
The Customer has not properly maintained the goods in accordance with the instructions pamphlets or directions given or issued by the Company from time to time.
The Customer has used any spare parts or replacements not manufactured by or on behalf of the Company and supplied by it or fail to follow the Company’s instructions for the use of same.
The Customer permits any additions or alterations to be made to the goods of whatever kind without the Company’s approval in writing.
In the event of any claim being made against the Customer by reason of any matter referred to and in respect of which the Company is liable under these conditions the customer shall notify the Company in writing within thirty days of receipt by him of notice of such claim. In these circumstances the Company may on its election conduct all negotiations for the settlement of the said claim and any litigation that may arise there from. The Customer shall not unless and until the Company shall have failed to take over the conduct of such negotiations or litigation make any admission that might be prejudicial thereto.
The Company will make every effort to ensure that all goods are manufactured and/or supplied to specification but it is in all cases for the Customer to ensure that goods are fit and suitable for the purpose for which they are required. All conditions and warranties expressed or implied, whether by statute, common law or other- wise as to the conditions or fitness for any purpose of the goods are expressly excluded so far as their exclusion is permitted by law and the Company shall not be liable for any direct or consequent loss howsoever arising which may be suffered by the customer by reason of any defect or failure to perform on the part of the goods.
In the event that that Customer is dissatisfied with the Goods only as a result of them being of unsatisfactory quality or not fit for purpose, the Customer must return the Goods to the Company for analysis. If upon analysis the Company accepts liability for any defects, the Company shall at its own cost repair / replace the defective Goods in accordance with clause 6 k). If upon analysis the Company does not accept liability for the defects, the Goods shall be remedied / replaced on the express written agreement by the Customer that it will bear the costs of remedial / replacement work and any delivery charges and any other charges incurred in respect of this extra work. If the Goods are not returned to the Company for analysis or are repaired / replaced by the Customer or any other party without the Company’s written consent, the Company shall in no circumstances be liable for any costs incurred by the Customer or any other party.
If any goods prove to be defective, the liability of the Company shall for all purposes, be limited to the cost of making good the defects or, at our discretion, replacement of the goods. The Company will only consider crediting in part or in full in cases where it has been given a proper opportunity to make good any defects or to replace the goods and only where the Company has accepted liability.
We take no responsibility for the infringement of any patent or copyright or registered design or trade mark of any third party in the execution of the Buyer’s instructions and it is the Buyer’s entire responsibility to obtain any necessary licenses or permissions and to indemnify us against all claims, actions, proceedings, costs and losses arising out of such an infringement.
Orders for the installation and erection of Goods are undertaken on the understanding that the Buyer has complied with the requirements of the local planning and other interested official departments and the responsibility for obtaining any planning permission and permits is entirely that of the Buyer. All charges levied by authorities before, during and/or after installation and erection are to be borne by the Buyer.
Where the Goods are to be erected in the ground, the responsibility for ensuring that no services such as water, gas, electricity, telephones or pipelines are likely to be interfered with, damaged or obstructed is the responsibility of the Buyer as is any interference damage or obstruction caused thereto by our staff or sub-Contractors in the event of the position of such services not being revealed (or being incorrectly revealed) to us. Furthermore, where the Goods are to be erected on a structure, it is the Buyer’s responsibility to ensure that the structure is of adequate strength and in good condition to bear the additional loads imposed thereon by the installation of the sign and fittings.
The Company’s pantone colour matching system is an interpretation of a printed ink colour chart and may in some instances not be as bright or as clean as when reproducing the colour on a different substrate using alternative materials and applications. It may also vary by a number of shades, due to using industrial materials, as opposed to using screen printing inks for which the pantone colour system was intended. If we are to supply a match to something already produced in a pantone match, we will require a sample of the item on the same substrate that we are being asked to match to. Otherwise we can only supply our interpretation and best match to the printed colour chart version. We can produce a sample for approval prior to manufacture, however this could be chargeable depending on the colour and required urgency (any cost will be advised by our sales staff at the point of request of the sample by the Customer).
Any returns requested by the Company as part of any ongoing investigation into the products under these terms and conditions shall arrive no later than 14 days from the receipt of notification from the Company to the Customer. Failure for the Customer to comply with this clause 6 (o) shall result in the Customer being charged for any relevant additional work on the Goods unless an alternative arrangement has been agreed in writing between the Company and the Customer.
C Overall Limitations of the Company’s Liability
Without prejudice to the provisions in this clause 6 above, the following clauses shall apply to limit the Company’s liability absolutely in any event.
The Company has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10m per claim. The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange, so that the Company’s liability to the Customer is in any event and without prejudice to the provisions in this clause below limited to the Company’s said insurance cover limit. The Customer is responsible for making its own arrangements for the insurance of any excess loss.
Subject to the exception specified in Clause 6Be) above, the Company’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the Cap defined in clause 6Cc) below (“the Cap”).
In Clause 6Cb) above:
Cap. The Cap is a maximum of twenty per cent (20%) of the total charges in the contract year in which the breaches occurred;
contract year. A contract year means a 12-month period commencing with the date of the Contract or any anniversary of it;
total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by the Company, whether or not invoiced to the Customer; and
total liability. The Company’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
Any amounts awarded or agreed to be paid under the Contract shall count towards the Cap on the Company’s liability under Clause 6Bb) above.
Without prejudice to the matters set out in Clauses 6C a) to d) inclusive above, this Clause 6C e) sets out specific heads of excluded loss in any event and exceptions from them:
(a) Subject to Clause 6 e) of the Standard Terms, the types of loss listed in Clause 14 c) below are wholly excluded by the parties, but the types of loss and specific losses listed in Clause 14 d) below are not excluded.
(b) If any loss falls into one or more of the categories in Clause 14 c) below and also falls into a category, or is specified, in Clause 14 d) below then it is not excluded.
(c) The following types of loss are wholly excluded:
(i) Loss of profits
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Indirect or consequential loss.
(d) The following types of loss and specific loss are not excluded:
(i) Sums paid by the Customer to the Company pursuant to the Contract, in respect of any Goods or Services not provided in accordance with the Contract.
(ii) Wasted expenditure.
(iii) Additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not provided in accordance with the Contract. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.
(iv) Losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of the Company. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Company’s personnel, regulators and customers of the Customer.
7 PRIVACY AND DATA PROTECTION
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998. The following is agreed
Both parties will comply with all applicable requirements of the provisions of Data Protection Legislation. This clause 15 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Company is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
Without prejudice to the generality of the above provisions of this Clause 7 above the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Company for the duration and purposes of the contract between the parties hereto (“the Contract”).
Without prejudice to the generality of the above provisions in this Clause 7, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Contract:
(a) process that Personal Data only on the written instructions of the Customer unless the Company is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Company to process Personal Data (Applicable Data Processing Laws). Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Company from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Company has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Data Processing Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 7.
The Customer consents to the Company appointing the Company’s nominated agent providing software for the Signs as a third-party processor of Personal Data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 7.
Either party may, at any time on not less than 30 days’ notice, revise this Clause 7 replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
a) Where a period is named for performance of the Contract unless such period is extended by mutual consent in writing the Customer shall accept performance within that period.
b) Any time or date for performance of the Contract named by the Company is an estimate only and the Company shall not be liable for the consequences of any delay.
c) The Customer shall provide to the Company such details as may be necessary or may be required by the Company to enable the Company to perform the Contract. If for any reason the Customer fails to provide such information, or if any reason not related to any act of default by or on the part of the Company, the Customer is unable to accept the performance of the Contract at the time when the Company is ready and willing to perform the Contract the Customer shall indemnify the Company in respect of any losses occasioned to the Company by reason of such failure on the part of the Customer.
d) Should any default be made by the Customer in paying any sum due under this or any Contract between the parties as and when it becomes due the Company shall have the right either to suspend all further performance of the Contract until such default is made good to cancel the Contract so far as any goods remain to be delivered or work remains to be done there under.
e) Customers understand the following method of creating and performing the Contract:
i. Enquiry is made by customer through email, fax or in writing.
ii. Job set up and quoted with quotation reference number
iii. Order received. This can be done through email or fax.
iv. Confirmation of Order emailed to customer.
v. Confirmation signed and returned by customer.
vi. Job Sheets raised and job put into production.
vii. Job completed and delivery note sent.
viii. Invoice sent.
a) Any loss or damage to the goods in transit must be noted on the delivery note of the carrier and notified to the Company within 24 hours of receipt of the consignment. In the event of non-delivery of the goods, the Customer must notify the Company within 24 hours of delivery due date.
b) No claims for shortages of delivery will be entertained by the Company unless notice in writing is given to the carrier concerned and to the Company and a complete claim in writing is submitted within 5 days of the date of consignment being received.
c) Any expenses incurred due to adverse weather conditions rest solely with the customer. This can include but is not limited to additional transportation costs and additional installation costs.
d) All deliveries shall be part of a shuttle delivery service, with a 3-day slot so to allow a multiple drop facility within a given route/area for that day.
e) Free deliveries are only to all major cities within England. Any remote locations or other countries within the UK are to be negotiated independently. For clarification on whether your city will be eligible for free delivery, please contact the Company.
f) The Company is unable to work to a fixed time delivery service. The Company will not accept responsibility for any delays incurred in respect of orders placed or delivery timelines.
g) The Company may, at its sole discretion, repair / replace any goods manufactured by the Company that are faulty due to poor workmanship but shall under no circumstances be liable for any consequential (or other) loss arising out of such defect (as set out in detail in our terms and conditions, which can be found at ).
10. RETENTION OF TITLE
a) The risk in the goods supplied by the Company shall pass to the Customer when the Company delivers the goods to the Customer and the Company shall have no responsibility in respect of the safety of the said goods thereafter and accordingly the Customer shall insure the goods thereafter against such risks (if any) as it thinks appropriate. However the ownership of the goods and any goods previously supplied under any other Contract with the Company shall remain with the Company which reserves the right to dispose of the goods until payment in full for all the materials has been received by it in accordance with the terms of this Contract or any other Contract or until such time as the Customer sells the goods to its customers by way of a bona-fide sale at full market value.
b) The Customer shall ensure that the goods belonging to the Company should be kept separate from those that have been paid for. The Customer is licensed by the Company as an agent to agree to sell the goods on behalf of the Company subject to the Express condition that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the money of the Company.
11. TITLE AND RISK
a) The risk in the goods shall pass to the Customer on completion of delivery
b) Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for:
(i) ‘the Goods’, and
(ii) any other goods that the Company has supplied to the Customer in respect of which payment has become due
(iii) Until title to the Goods has passed to the Customer, the Customer shall:
(A) hold the Goods on a fiduciary basis as the Company’s bailee;
(B) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
(C) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(D) maintain the Goods in satisfactory condition and keep them insured against all risks for the full price on the Company’s behalf from the date of delivery;
(E) notify the Company immediately if it becomes subject to any of the events listed in clause 20; and
(F) give the Company such information relating to the Goods as the Company may require from time to time;
c) But the Customer may resell or use the Goods in the ordinary course of its business provided that:
(vi) any sale monies are held in trust for the Company, are not mixed with other money of the Customer or paid into an overdue account and are at all times identifiable as the Company’s money
(v) the Customer is not in default of its payments obligations in respect of the Goods for Period in excess of 7 days; and/or
(vi) the Company has not notified the Customer that it revokes the right to resell or use the Goods because the Company reasonably believes that the Customer is liable to become subject to any event listed in clause 20.
c) If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 20 or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and if the Customer fails to do so promptly, enter any premises of the Customer (without trespass) or of any third party where the Goods are stored in Order to recover them.
12. HEALTH & SAFETY
Any liability for ensuring compliance with any requirement statutory or otherwise concerning health, safety or welfare on the premises of the Customer or the client of the Customer or any premises that are required to be visited on behalf of the Customer rests exclusively with the Customer.
a) The Customer shall inspect the goods and/or works immediately on delivery or completion and shall within 7 days from such inspection give notice in writing to the Company of any matter or thing by reason whereof it alleges the goods or works are not in accordance with the Contract.
b) If the Customer fails to give such notice the goods and work shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for them accordingly.
14. APPROVAL AND CONSENT
a) Unless otherwise agreed in writing by the Company the responsibility for obtaining all approval or consents for the works as may be required by statute Contract landlord permission or otherwise shall be the responsibility of the Customer.
b) Where the Company agrees to make all necessary occasions for planning permission under the Town & Country Planning acts the Customer will pay to the Company a fee either at the rates of the British Sign Association applicable at the time of the application or at such other rates as may be agreed between the parties whether or not the application is successful.
c) Where the Company at the request of the Customer commences performance of the Contract before any required approvals or consents have been obtained the Customer will indemnify the Company against any liability arising from such performance and in the event of such permission or consent being refused the Customer shall indemnify the Company against all losses arising from such refusal.
a) All tools, dyes and patterns used in the manufacture of the goods shall remain the exclusive property of the Company as any surcharge for such tools, dyes or patterns is agreed upon by both parties as a rental charge.
16. LETTERS PATENT
a) The Customer agrees not without the previous consent in writing of the Company to manufacture or sell any third party any goods the manufacture or sale of which would infringe any Letters Patented of which the Company is patentee, licensee or under which the Company is authorized to manufacture or sell.
b) The Customer shall fully indemnify the Company against all damages penalties costs and expenses to which the Company may be liable if any work done on the Customers instructions involves an infringement of a registered design trade mark copyright or Letters Patent.
a) All drawings plans specifications technical information and estimates supplied by the Company and the Copyright therein remain the property of the Company and they will be returned by the Customer to the Company forthwith in the event of any Order for goods or works of a similar type being placed with another Company and in any event not later than 6 months after they are supplied in the event of no Contract having being entered into between the Customer and the Company in relation thereto.
b) All such plans drawings specifications and estimates are confidential and shall be used by the Customer only for the purpose of considering any quotation or tender the performance of the Contract or the operation of the goods may not be divulged in any circumstances without the written authority of the Company.
c) Where drawing plans and technical information are supplied by the Customer the provisions of sub’ paragraphs hereof shall apply to the Company mutatis mutandis.
(i) Without prejudice to clause 6 hereof the Company will accept no liability for any loss caused to the Customer that arises wholly or partly from any defect or error or in omission from the said drawing plans and technical information.
(ii) Company will accept no liability for any loss caused to the Customer that arises wholly or partly from any defect or error or in omission from the said drawing plans and technical information.
The Company reserves the right to subcontract the performance of the whole or part of the Contract.
The Customer should ensure access by the Company to the site for the purpose of surveying and inspecting the premises and installing signs or other equipment. Any cost incurred by the Company in the event of delay in obtaining access arranged by the Customer shall be charged to and be paid by the Customer.
a) The Company shall be entitled to terminate the Contract in the following situations:
i) if the Customer shall make default in or commit a breach of any of its obligations to the Company or
ii) if any judgment shall be entered against the Customer or distress or execution shall be levied upon the Customer, its properties or assets or
iii) if the Customer shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy or
iv) if any petition or receiving Order shall be presented or made against him or
v) if the Customer being a Limited Company any resolution or petition to wind up such a Company shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver of the Customers undertaking property or assets or any part thereof shall be appointed by the Customer
b) The Company shall have the right forthwith to determine any Contract then subsisting and upon written notice of determination being posted to the Customer at the last known address of the Customer any subsisting Contract shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.
Any difference or dispute arising between the Company and the Customer in respect of a Contract governed by these conditions shall if the Company so determines to be referred to the arbitration of a person to be mutually agreed. The submission shall be deemed to be a submission to arbitrate within the meaning of the Arbitration Act 1950 or any statutory modification or re-enactment thereof.
22. LEGAL CONSTRUCTION AND JURISDICTION
These terms and conditions and any Contract between the Company and the Customer are subject to and shall be construed in accordance with English Law and the English Courts shall have jurisdiction in relation to any disputes or claims arising there from.
Any prototypes, models, plans, illustrations, drawings, descriptions and specifications are intended to give a general outline of the Company’s proposals and are not binding as to details nor to final sizes or arrangements. They shall remain the property of the Company and not be copied or communicated to a third party without the Company’s written consent. The Company reserves the right to charge for any prototype, models, plans, illustrations and drawing supplied at the Customers request. The Company also reserves the right to charge for attendance at site meetings.
24. BULK SUPPLY
Goods Ordered and manufactured in bulk under an arrangement whereby they are to be delivered on a call off basis shall unless otherwise agreed in writing be invoiced to the Customer at the total price current when manufactured.
25. HEALTH & SAFETY
The goods are sold on condition that;
a) The Customer carries out such tests and examination of the goods as are reasonably practicable to ensure that when used the goods are safe and without risk to health and comply with all local laws and regulations.
b) The Customer shall, if so requested by the Company, enter into a written undertaking to take such steps as may be specified by the Company relating to such tests and examination.
c) The Customer shall indemnify the Company against any loss, liability or expense arising from the Customer’s failure to carry out any such tests or examinations required under (a) and (b) above.
26. FORCE MAJEURE
The Company shall not be liable for any loss or damage caused by any delay in performance or by non-performance of any of its obligations where the same is occasioned by any cause whatsoever which is beyond its control including, but not limited to, acts of god, war (whether or not declared), riots, civil commotions, fire, explosion, sabotage, storm, flood, earthquake, fog, subsidence, adverse weather conditions, pestilence, epidemics, legal restrictions, or acts of any Government or branch or agency thereof (including without limitation any local Government), non-availability of transport, strikes, lockouts or trade disputes of whatever kind, cessation or interruption of operation of any plant or process, failure of supply of raw materials or components of or breakdown of machinery. Should any such event occur the Company shall be entitled to cancel or rescind or suspend the Contract or suspend any delivery without liability for loss or damage resulting there from but only after advising the Customer in writing of the cause of the cancellation or rescission or suspension.