TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following terms have the following meanings:
Company: Sign & Lighting Innovations Limited t/a A1deSIGNS;
Company Material: any documents, plans, drawings, designs, artwork, illustrations, discs, computer print outs, prototypes, models, tools, moulds, dies, patterns, and all data, materials or other information provided by the Company to the Customer relating to the Goods and/or Services, or otherwise used by the Company in supplying the Goods and/or Services to the Customer and including the Specification and the Design;
Conditions: the terms and conditions set out in this document;
Confidential Information: any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential or the information could reasonably be supposed to be confidential;
Contract: an agreement between the Company and the Customer for the supply of Goods and/or Services to the Customer, incorporating these Conditions;
Customer: the person, firm or company who wishes to purchase Goods and/or Services from the Company subject to these Conditions;
Deposit: the non-refundable deposit against the Price to be paid by the Customer in advance, where requested by the Company;
Design: the final design for the Goods to be produced by the Company for the Customer in accordance with the Specification;
Goods: the goods which the Company is to supply to the Customer under the Contract;
Input Material: any specification or other material, information or instructions to be furnished by the Customer to the Company for use by the Company in supplying the Goods and/or Services to the Customer in accordance with the Specification and including any trade mark or any words, images or designs to be applied to the Goods at the Customer’s request;
Intellectual Property Rights: any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
Lead Time: the time within which the Company estimates that the Goods will be delivered and/or the Services will be performed;
Main Contract: has the meaning given to it in clause 7.11;
Order: the Customer’s order for the supply of the Goods and/or Services;
Price: the price to be paid by the Customer under the Contract;
Quotation: the Company’s quotation for the supply of the Goods and/or Services;
Services: the services which the Company is to supply to the Customer under the Contract, including in particular installation of the Goods at the Supply Address;
Specification: the specification for the Goods and/or the Services agreed in the Contract to be provided by the Company to the Customer;
Supply Address: the address for delivery of the Goods and/or performance of the Services which shall be the Customer’s principal place of business unless specified otherwise;
Working Day: any day which is not a Saturday or a Sunday, nor a bank or public holiday in England;
Working Hours: 08:00 to 17:00 on a Working Day.
1.2 A reference to a clause is to a clause of these Conditions.
1.3 Clause headings shall not affect the interpretation of these Conditions.
1.4 Any reference to “parties” means the parties to the Contract and “party” shall be construed accordingly.
1.5 Words in the singular include the plural and in the plural include the singular.
1.6 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.
1.8 These Conditions shall apply both to Customers who are (a) business customers; and (b) consumers, save where otherwise stated. A Customer is a business customer if the Customer contracts with the Company for the purposes of the Customer’s business, trade or profession. All other Customers are consumers. Nothing in these Conditions affects the Customer’s statutory rights as a consumer.
2. BASIS OF CONTRACT
2.1 These Conditions shall apply to any Contract for the supply of Goods and /or Services entered into by the Company to the exclusion of all other terms and conditions, including any terms and conditions appearing on or referred to in any Order.
2.2 No variation to these Conditions shall be binding unless it is made in writing specifying both which clause is to be varied and the full details of such variation and is signed on behalf of each of the Customer and the Company.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. The Customer irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the use, application or storage of the Goods and/or Services which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.6 Any Customer wishing to purchase Goods listed on the Company’s website at a distance (by telephone or email) is hereby referred to clause 12 of these Conditions.
3. SALE AND PURCHASE
3.1 The Company will supply Goods and Services to the Customer subject only to these Conditions. Any Quotation is valid for a period of 60 days only from its date, provided that the Company has not previously withdrawn it.
3.2 Each Order shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions, but no Contract shall arise unless and until the Company has acknowledged the Order in writing.
3.3 Once a Contract has arisen pursuant to the provisions of clause 3.2, no Order may be cancelled by the Customer without the Company’s written consent and subject to the Customer’s payment of all costs, charges and expenses incurred by the Company, including a 20% administration fee. Without limiting any other provision of this clause 3.3, no Order may be cancelled once the manufacture of the Goods has begun.
3.4 The Customer shall ensure that the terms of its Order and any Input Material are complete and accurate and that the Customer complies with its obligations in sub-clauses 3.5.2 and 3.5.3 of clause 3.5 within any timeframe reasonably stipulated by the Company.
3.5 Nothwithstanding the provisions of clause 3.2, the Company shall be under no obligation to manufacture the Goods under the Contract until:
3.5.1 the Company shall have received the Deposit, where applicable, or shall have received payment of the Price in full in accordance with the provisions of clause 6.3; and
3.5.2 the Customer shall have provided all Input Material necessary for the Company to meet the Specification; and
3.5.3 the Customer shall have given the Company its written confirmation of approval of all aspects of the Specification, including each element of the artwork to be incorporated in the Design; any change to any element of the artwork made by the Company at the Customer’s request shall require the submission of a new confirmation of approval.
3.6 Without prejudice to the generality of clause 3.5.3, where the Customer has been presented with several options for a single product in one piece of artwork, the Customer’s confirmation of approval shall be deemed to apply to all elements of the artwork to be incorporated in the particular option chosen by the Customer.
3.7 Any changes requested by the Customer must be in writing and where any requested change to any artwork involves materials, sizes or changing colour ranges, the proposed change shall be subject to re-pricing and any additional payment requested by the Company must be paid before any work may continue.
3.8 The prospective date for commencement of the manufacture of the Goods shall be the next Working Day after the Company has received the Customer’s confirmation of approval of the Specification in accordance with clause 3.5.3, subject to clauses 3.6 and 3.7 and the remaining provisions of clause 3.5. Any changes requested by the Customer on or after this date will be incorporated at the Company’s sole discretion, subject to such further costs, charges and expenses as the Company may deem to be payable and any amendments to production timelines as the Company may deem to be required.
4.1 The quantity and description of the Goods and/or Services shall be as set out in the Company’s written acknowledgement of Order, subject to the provisions of clauses 3.5, 3.6, 3.7 and 3.8.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures or on the Company’s website are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract.
4.3 The Customer shall indemnify and hold the Company harmless against all damages, costs and expenses awarded against or incurred by the Company or agreed to be paid by the Company in settlement or in connection with any claim for infringement of any Intellectual Property Rights, misuse of Confidential Information, defamation or other similar claim directly or indirectly resulting from or arising from the Company’s use of any Input Material.
4.4 The Company reserves the right to make any changes in the Specification of the Goods and/or Services which are required to conform with any applicable safety standard or other requirements or which do not materially affect their quality or performance.
5. PERFORMANCE OF THE CONTRACT
5.1 The Company shall use its reasonable efforts to supply the Goods and/or Services to the Customer at the Supply Address within the Lead Time, but time of performance shall not be of the essence. The Lead Time shall not in any event be deemed to commence until each of the conditions in clause 3.5 have been satisfied. The Customer shall provide safe and clear unobstructed access to the Supply Address.
5.2 The Company shall be entitled to supply the Goods and/or Services in instalments in which case each instalment shall be treated as an entirely separate contract and any default or breach by the Company in respect of any such instalment shall not entitle the Customer to cancel any other instalment or treat the Contract as a whole as repudiated. Signature of the Company’s delivery note by a person reasonably appearing to be the Customer’s representative shall be conclusive proof of delivery.
5.3 The Customer shall inspect the Goods on delivery and if the Goods are damaged on delivery or less than the correct amount of the Goods is delivered then, unless the Customer puts a note to such effect on the delivery note and notifies the Company on the delivery date, confirming the notification in writing by letter to the Company within 5 Working Days of delivery, no claim against the Company may be made in respect of damage to or short delivery of such Goods. Except where such notification is given, the Customer shall be deemed to accept the Goods on delivery notwithstanding any late delivery by the Company.
5.4 The Customer will have no claim in respect of any alleged non-delivery of the Goods unless it gives written notice to the Company which is received by the Company within seven (7) Working Days of the date of the invoice in respect of those Goods.
5.5 If the Customer fails to take or accept delivery of the Goods or fails to give the Company adequate delivery instructions before any estimated delivery date, then, without prejudice to any other right or remedy available to the Company, the Company may:
5.5.1 store the Goods until actual delivery is made and charge the Customer for the costs (including insurance) of storage; and/or
5.5.2 dispose of the Goods to a third party at the best price readily obtainable and (after deducting all storage and selling expenses) charge the Customer for any shortfall below the Price.
5.6 Where the Company has inspected the Supply Address in order to assess any current conditions, circumstances or restrictions which may affect the supply of the Goods and/or Services, (or where the Company has been notified by the Customer regarding any conditions, circumstances or restrictions at the Supply Address, including its current condition), any adverse or material change or discrepancy in any such conditions, circumstances, or restrictions shall entitle the Company to charge the Customer for any additional costs or expenses incurred or likely to be incurred by the Company resulting directly or indirectly therefrom. Without prejudice to the generality of this clause 5.6 or clause 5.7 below, the Company shall be entitled to charge the Customer for any costs or expenses associated with any additional work resulting from any unforeseen conditions or circumstances at the Supply Address (whether or not the Company has inspected the Supply Address as aforesaid) and for any additional costs or expenses arising from any delay in supplying the Goods and/or Services which is caused or occasioned by the Customer.
5.7 Where the Services include installation of the Goods, the Customer shall provide safe and clear unobstructed and uninterrupted access to the place of installation and such other supplies and facilities as the Company requires in order to perform the Services and shall in advance of performance obtain all required consents, approvals and permissions at its own cost. If requested by the Company, the Customer shall provide a suitable electrical feed within 2 metres of the place where the Goods are to be installed. The Customer shall undertake such tests of the Goods as may reasonably be required by the Company. The Customer shall ensure that the building, structure or surface to which the Goods are to be attached or affixed is suitable for that purpose and where the Goods are to be affixed to an existing subfascia that the subfascia is suitable and of sound construction and condition. When installing the Goods onto an existing subfascia the Company will not intrude into or dismantle the subfascia but will install the Goods onto the subfascia on the basis that the subfascia is sound and suitable. Where the Customer fails to comply with any of its obligations set out in this clause 5.7, the Company shall be entitled at its option to:
5.7.1 terminate the Contract in relation to the relevant Services; or
5.7.2 continue with the supply of the Services and charge for such additional costs as it has incurred in relation to installation.
5.8 With respect to the installation of the Goods:
5.8.1 the individual deployed by the Company to undertake the installation work may, in his sole discretion, allow further changes to the approved location of the installation;
5.8.2 upon substantial completion of the installation works, the Company will give the Customer notice of its intention to hand over the installation works and will give the Customer the opportunity to inspect the installation works prior to handover. The Company will confirm the date of handover to the Customer. The sole responsibility of the Company will be to remedy minor defects for which it is responsible and which are notified to it prior to handover;
5.8.3 signature of the Company’s installation note by a person reasonably appearing to be the Customer’s representative shall be conclusive proof of the satisfactory installation of the Goods; and
5.8.4 the Customer acknowledges that without adequate maintenance, there is a risk over time that the Goods may become detached from the building, structure, surface or subfascia to which they have been attached or affixed and the Customer accordingly undertakes to have the Goods properly maintained by a qualified engineer at least once every 12 months in order to mitigate this risk.
5.9 Where the Services include maintenance of the Goods, the following clauses 5.10 to 5.17 shall govern the supply of such maintenance services, without prejudice to the provisions of any other clause of these Conditions.
5.10 Preventative maintenance service visits to the Supply Address shall be undertaken over such period of time and at such intervals as are indicated in the Company’s written acknowledgement of Order.
5.11 Dates for performance of the preventative maintenance services shall be suggested by the Company to the Customer and mutually agreed in advance. The Company reserves the right to levy a re-scheduling charge should the Customer wish to change any agreed dates for performance of the preventative maintenance services less than 7 days prior to any date so agreed.
5.12 During the preventative maintenance visit, the Company shall check various aspects of the Goods and replace or repair any faulty parts.
5.13 The Company will provide reactive (call-out) maintenance cover in order to fix faults which may arise in relation to the Goods. Reactive (call-out) maintenance cover will be provided at the times indicated in the Company’s written acknowledgement of Order. Any response time indicated in the Company’s written acknowledgement of Order is an estimate only and time shall not be of the essence for performance of the maintenance services.
5.14 All surveys undertaken in respect of any breakdown of or fault with the Goods will incur a standard call-out charge which shall be payable before an initial survey is performed; any work required to fix the Goods will incur additional charges subject to the details of the survey.
5.15 In order to be eligible for maintenance under the Contract, the Goods must at all times be in a condition suitable for regular planned maintenance and if the Company, in its sole discretion, at any time deems the Goods not to be in such a condition, the Company may, without liability to the Customer, refuse to undertake maintenance services in relation to the Goods.
5.16 All defective parts removed from the Goods by the Company shall become the property of the Company and their replacements shall become the property of the Customer.
5.17 The maintenance services shall not include:
5.17.1 any work in relation to anything which does not form a part of the Goods;
5.17.2 any maintenance or repair work with respect to any modification of, or addition to, the Goods, if any such modification or addition has been undertaken without the Company’s prior consent;
5.17.3 the repair of any damage to the Goods caused by fire, water, frost, lightning, wind, damage in transit, burglary, vandalism, or explosion; or
5.17.4 the remedy of any defect resulting from any misuse of, neglect of, tampering with, or wilful or accidental damage to the Goods, or from any failure to follow any instructions contained in any operation or maintenance manual published for use in conjunction with the Goods, or from any failure to follow any written or oral instructions of the Company, or from any failure to maintain a suitable environment for the Goods at the Supply Address.
6. PRICE AND PAYMENT
6.1 The Price shall be the price stated in the Company’s written acknowledgement of Order (subject to any additional or increased costs, charges and expenses as may be payable pursuant to these Conditions). The Price shall be exclusive of any applicable VAT and the cost of carriage, packaging and insurance if not expressly included in the Price, which the Customer shall be additionally liable to pay to the Company.
6.2 The Company will invoice the Customer for the Price upon issuance of the Company’s written acknowledgement of Order.
6.3 Unless otherwise stipulated by the Company in writing, payment of the Price in full shall be made in advance of commencement of supply of the Goods and/or Services upon submission by the Company of a pro-forma invoice. Time of payment shall be of the essence.
6.4 The Company reserves the right, by giving notice to the Customer at any time before delivery of the Goods and/or commencement of performance of the Services, to increase the Price to reflect any increase in the cost to the Company which is due to any factor beyond its control, including any foreign exchange fluctuation, alteration of import or export duties or tariffs or any relevant tax, increase in the cost of labour, materials or costs of manufacture, or for any matter attributable to the Customer, including any change in delivery dates, quantities or specifications for the Goods and Services which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate access, information or instructions.
6.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
6.6 If at any time the credit standing of the Customer has in the reasonable opinion of the Company been impaired, the Company may suspend the further provision of Goods and/or Services to the Customer without incurring any liability until arrangements as to payment or credit have been established which are reasonably satisfactory to the Company.
6.7 If any payment is not received by the Company by its due date then without prejudice to its other rights and remedies the Company shall be entitled:
6.7.1 to sue for the entire Price; and/or
6.7.2 to suspend the further provision of Goods and/or Services to the Customer without incurring any liability; and/or
6.7.3 to terminate the Contract without incurring any liability; and/or
6.7.4 to charge statutory interest (both before and after any judgment) as provided for in the Late Payment of Commercial Debts (Interest) Act 1998 on the outstanding balance; and/or
6.7.5 to require the immediate return to the Company of all Goods agreed to be sold by the Company to the Customer in which the property has not passed to the Customer; and/or
6.7.6 to recover its reasonable costs incurred in recovering payment from the Customer together with its costs and expenses in recovering the Goods.
7. WARRANTIES, LIABILITY AND INDEMNITY
7.1 The Company warrants that the Goods will correspond in all material respects with the Specification and will be free of defects in material and workmanship at the date of delivery (or, where the Company has installed the Goods, at the date of installation), provided that:
7.1.1 the Company shall have no liability in respect of any defects in the Goods arising from any Input Material;
7.1.2 the Company shall have no liability in respect of any defect arising from fair wear and tear, wilful damage or negligence by the Customer or persons using the Goods, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), or misuse, or alteration or repair of the Goods without the Company’s approval;
7.1.3 the Company shall have no liability if the Price has not been paid in full by the due date for payment;
7.1.4 the warranty in respect of all portable signs which are sent by courier or which are hand-delivered shall be limited to a return to base warranty, at the Customer’s cost;
7.1.5 the warranty in respect of all Goods which have not been installed by the Company shall be limited to a return to base warranty, at the Customer’s cost; and
7.1.6 any failure to meet the Specification or the existence of a defect in the Goods shall be notified to the Company in writing within 3 days from the time that the Customer discovered or ought to have discovered the non-conformity or defect, as applicable.
7.2 The Company warrants that the Services will be performed in accordance with the Specification by appropriately qualified and experienced personnel with reasonable care and skill, provided that:
7.2.1 the Company shall have no liability in respect of any deficiency in the Services arising from any Input Material;
7.2.2 the Company shall have no liability in respect of failures or problems resulting from faults with the building, structure, surface or subfascia to which the Company attached or affixed the Goods where such faults were not apparent at the time of installation and had not been notified to the Company in writing by the Customer;
7.2.3 the Company shall have no liability in respect of any installation work undertaken pursuant to clause 5.7.2;
7.2.4 the Company shall have no liability in respect of any loss or damage (howsoever and to whomsoever arising) which results from any breach of the Customer’s undertaking in clause 5.8.4;
7.2.5 the Company shall have no liability if the Price has not been paid in full by the due date for payment;
7.2.6 the warranty in respect of maintenance services undertaken by the Company shall only cover parts replaced as new and shall not cover all components of the Goods nor any additional faults which may be discovered or which may arise after the initial repair; and
7.2.7 any failure to meet the Specification or to undertake the Services with reasonable care and skill shall be notified to the Company in writing within 3 days from the time that the Customer discovered or ought to have discovered the non-conformity or deficiency, as applicable.
7.3 In the event of any valid claim under clauses 7.1 or 7.2 above being made by the Customer, the Customer shall afford the Company a reasonable opportunity to inspect the Goods or the results of the Services at a time convenient to the Company and the Company shall be entitled to replace or repair the Goods (or the part in question) or re-perform the Services free of charge or, at the Company’s sole discretion, refund to the Customer the Price (or a proportionate part of the Price as appropriate). The Company shall have no further liability to the Customer.
7.4 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
7.5 The Company does not seek to exclude or limit its liability for fraud or fraudulent misrepresentation or death or personal injury resulting from negligence, or for any other matter in respect of which it would be unlawful for the Company to exclude or limit its liability.
7.6 Except pursuant to clause 7.5 above, the Company shall not in any event be liable for:
7.6.1 any loss of profits;
7.6.2 loss or depletion of goodwill;
7.6.3 loss of anticipated savings, business opportunity or data; or
7.6.4 any indirect, special or consequential loss or damages; howsoever arising in connection with or arising out of the provision, performance, functioning or use of the Goods and/or Services, whether in contract, strict liability, tort (including negligence) and whether the Company knew or had reason to know of the same, and shall not be liable for any other damages except as provided in the Contract.
7.7 Except pursuant to clause 7.5 above, in no event shall the Company’s liability in respect of any of the Goods and/or Services where such a claim is for breach of contract, strict liability or tort (including negligence) or otherwise exceed the price paid for those Goods and/or Services.
7.8 Without prejudice to the foregoing provisions of this clause 7, if the Customer is contracting with the Company as a consumer, clauses 7.9-7.10 summarise the Customer’s key legal rights in relation to the Goods, which are subject to certain exceptions.
7.9 The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of the Goods the Customer is entitled to the following:
7.9.1 up to 30 days: if the Goods are faulty, then the Customer can get a refund (less the Deposit, where applicable);
7.9.2 up to six months: if the faulty Goods cannot be repaired or replaced, then the Customer is entitled to a refund of up to the full amount, in most cases (less the Deposit, where applicable);
7.9.3 up to six years: if the Goods can be expected to last up to six years the Customer may be entitled to a repair or replacement, or, if the Goods cannot be repaired or replaced, the Customer may be entitled to some of the Customer’s money back (less the Deposit, where applicable).
7.10 If the Customer wishes to exercise its legal rights to reject the Goods the Customer must either return them in person to where it bought them, post them back to the Company, or (if they are not suitable for posting) allow the Company to collect them from the Customer. The Company will pay the reasonable costs of return by post or collection.
7.11 Where the Company acts as a subcontractor in supplying the Goods and/or Services to a contractor, no provision of the main contract between the contractor and the contractor’s client (the Main Contract) shall be deemed to be incorporated into the Contract and no act, error or omission of the Company shall be deemed to cause or contribute to any breach by the contractor of any provision of the Main Contract, or to any failure by the contractor to undertake any works under the Main Contract, for which the contractor shall, in either case, be solely and exclusively liable.
7.12 Without limiting any other indemnity of the Customer under these Conditions, the Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract or breach thereof, subject to the Company confirming such costs, charges and losses to the Customer in writing.
8. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
8.1 The Customer and the Company agree that in the course of the Company providing Goods and/or Services to the Customer, the parties may disclose to each other certain Confidential Information. The Customer and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party. The Customer and the Company further agree not to use any Confidential Information for any purpose other than the discharge of their respective obligations under the Contract.
8.2 The Customer acknowledges the Company’s sole and exclusive ownership of any Intellectual Property Rights in any Company Material and in any Goods and/or Services supplied to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. The Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that any and all Intellectual Property Rights developed by the Company in supplying any Goods and/or Services to the Customer shall become vested and shall vest in the Company absolutely and shall also be subject to the other provisions of this clause 8.2. The Customer shall not copy or reproduce any Company Material without the Company’s prior written consent and the Customer shall immediately return any and all Company Material to the Company upon request.
8.3 Without prejudice to the generality of clause 8.2, where the parties have agreed in the Contract that the Design shall be separately chargeable, then subject to the prior payment to the Company of the Price in full, the Company will transfer the Intellectual Property Rights in the Design to the Customer, unless the Contract has been terminated by either party.
9. RISK AND TITLE
9.1 The Goods are at the risk of the Customer from the time of delivery.
9.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) the Price for the Goods. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
Clauses 9.3, 9.4, 9.5 and 9.6 shall only apply to Customers who are business customers.
9.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
9.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
9.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;
9.3.3 grant the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them;
9.3.4 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
9.3.5 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
9.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
9.4.1 any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
9.4.2 any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
9.5 The Customer’s right to possession of the Goods shall terminate immediately and the Company may recover the Goods if:
9.5.1 payment of the Price is not received in full by the due date for payment; or
9.5.2 the Company is entitled to terminate the Contract under clauses 10.1.3 – 10.1.8 below.
9.6 The Company shall be entitled to re-sell or otherwise dispose of recovered Goods in any way that the Company in its absolute discretion, thinks fit.
10.1 The Company shall be entitled to terminate the Contract immediately by notice in writing to the Customer if:
10.1.1 the Customer fails to make any payment due under clause 6.2 or clause 6.3 by the due date for payment or fails to comply with any of the provisions of clause 3.4;
10.1.2 the Customer perpetrates an irremediable breach of the Contract, or perpetrates any remediable breach and fails to remedy it within 30 (thirty) days of receipt of notice of the breach requiring remedy of the same; or
10.1.3 the Customer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
10.1.4 the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it; or
10.1.5 the Customer ceases or threatens to cease to carry on business; or
10.1.6 the Customer encumbers or in any way charges any of the Goods; or
10.1.7 there is at any time a material change in the management, ownership or control of the Customer; or
10.1.8 the Company reasonably apprehends that any of the events specified in clauses 10.1.4 to 10.1.8 are about to occur and notifies the Customer accordingly.
10.2 In the event of termination by the Company pursuant to clause 10.1 above then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to suspend any further supply of Goods and/or Services under the Contract and under any other contract between the parties without any liability to the Customer and, if the Goods and/or Services (or any part thereof) have already been supplied but not paid for, the Price shall become immediately due and payable in full notwithstanding any previous agreement or arrangement to the contrary.
11. FORCE MAJEURE
The Company reserves the right to defer the date of supply of the Goods and/or Services or to cancel the Contract without incurring any liability or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, sabotage, storm, earthquake, subsidence, adverse weather conditions, pestilence, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), legal restrictions, non-availability of transport, cessation or interruption of operation of any plant or process, failure of supply of raw materials or components or breakdown of machinery, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
12. ORDERS FOR GOODS LISTED ON THE COMPANY’S WEBSITE
12.1 www.a1designs.co.uk (the site) is a website owned and operated by Sign & Lighting Innovations Limited t/a A1deSIGNS. The Company is registered in England and Wales under company number 5815076 with the Company’s registered office being located at 180 London Road, Kingston Upon Thames, Surrey KT2 6QW and main trading address being located at 4 Sandy Lane North, Wallington, Surrey SM6 8JX. The Company’s VAT number is 848538286.
12.2 If the Customer wishes to purchase Goods listed on the site at a distance (by telephone or email), the Customer is agreeing to comply with and be bound by the terms and conditions contained in this clause 12, which together with the other terms and conditions incorporated in these Conditions shall govern all sales made at a distance (save that in the event of any conflict, the terms and conditions contained in this clause 12 shall prevail).
12.3 The content of the pages of the site is for the Customer’s general information and use only and is subject to change without notice.
12.4 All Goods are offered by the Company subject to availability and the Company reserves the right to cancel any Order placed by the Customer if the Company has insufficient stock to deliver the Goods the Customer has ordered.
12.5 By placing an Order at a distance, the Customer warrants that:
12.5.1 the Customer is legally capable of entering into binding contracts; and
12.5.2 the Customer is at least 18 years old.
12.6 All Orders are subject to acceptance by the Company, and the Company will confirm such acceptance to the Customer by sending the Customer an e-mail dispatch notification together with a delivery note verifying that the Goods are ready to be dispatched (the Dispatch Notification). The Contract between the Customer and the Company will only be formed when the Company sends the Customer the Dispatch Notification.
12.7 The Contract will relate only to those Goods whose dispatch the Company has verified in the Dispatch Notification. The Company will not be obliged to supply any other Goods which may have been part of the Customer’s Order until the dispatch of such Goods has been verified in a separate Dispatch Notification.
12.8 The Customer’s Order will be fulfilled by the delivery date set out in the Dispatch Notification or, if no delivery date is specified, then within a reasonable time of the date of the Dispatch Notification.
12.9 The Company will deliver the Goods ordered by the Customer to the address the Customer gives the Company for delivery when the Customer places its Order. It is the Customer’s responsibility to ensure that the delivery address is accurate and complete; the Customer must also ensure that there will be somebody to sign for and take delivery of the Goods upon delivery.
12.10 All deliveries will be made by a reputable courier company. Once the Goods have been collected from the Company, the Company cannot be held liable for any delay caused to the delivery of the Goods by the courier company or by third parties. However, the Company will make all reasonable efforts to monitor deliveries and keep the Customer informed of estimated delivery times.
12.11 The cost of delivery will not be included in the Contract price unless otherwise specified by the Company in writing.
12.12 The Customer may be required to pay extra for delivery to certain destinations and it might not be possible for the Company to deliver to some locations. If the Company is unable to deliver to the Customer’s location the Company will notify the Customer of this by email and invite the Customer to choose a different delivery location; if the Customer is unable or unwilling to do this, the Company reserves the right to cancel the Customer’s Order and refund the Customer’s payment.
12.13 If the Customer’s Order is returned to the Company because the courier could not complete delivery to the Customer for any reason, the Customer will be responsible for the additional delivery charges if the Goods are re-delivered. The Company will contact the Customer upon the return of the Goods to the Company by the courier and the Company can either arrange re-delivery of the Goods, or the Customer will have the option of cancelling the Customer’s Order and the Company will refund the Customer’s payment, less delivery charges.
12.14 For small Orders, the Company will be entitled to make an additional charge.
12.15 In the event that the Customer is in breach of the Contract, the Company reserves the right to refuse to supply the Customer with any additional Goods, or to suspend the delivery of any Goods, without limiting any other remedy available to the Company. The Company may exercise this right until such time as the breach has been remedied, where such breach is remediable.
12.16 All quoted prices exclude VAT (where applicable) unless otherwise stated. VAT will be added to invoices at the appropriate rate.
12.17 The price of the Goods will be as quoted on the site from time to time, except in cases of obvious error.
12.18 All prices and charges shown on the site are in UK pounds sterling, which is the currency in which the Customer will be billed.
12.19 Prices are liable to change at any time, but changes will not affect Orders in respect of which the Company has already sent the Customer a Dispatch Notification.
12.20 The site contains a large number of Goods and it is always possible that, despite the Company’s best efforts, some of the Goods listed on the site may be incorrectly priced. The Company will normally verify prices as part of the Company’s dispatch procedures so that, where the correct price of the Goods is less than the Company’s stated price, the Company will charge the lower amount when dispatching the Goods to the Customer. If the correct price of the Goods is higher than the price stated on the site, the Company will normally, at the Company’s discretion, either contact the Customer for instructions before dispatching the Goods, or reject the Customer’s Order and notify the Customer of such rejection.
12.21 The Company is under no obligation to provide the Goods to the Customer at the incorrect (lower) price, even after the Company has sent the Customer a Dispatch Notification, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mispricing.
12.22 Payment in full for all Goods is required at point of sale. Goods will not be dispatched until full payment has been received; this will not be deemed to have occurred until the credit or debit card used by the Customer to make payment has been verified. The Company accepts payment with all major credit and debit cards, with the exception of American Express.
12.23 Subject to the rights of any Customer who contracts with the Company as a consumer (see clauses 12.24-12.32 below) no cancellation, suspension or variation of the Contract requested by the Customer shall be valid unless agreed with the Company in writing and such agreement will only be given, subject to adequate compensation or expenses incurred in connection with the Contract and for any loss of profit. In addition to the above compensation, the Company reserves the right to impose a cancellation, restocking and administrative charge at its discretion.
12.24 A Customer shall be deemed to be placing their Order for Goods from the Company as a consumer if the Customer is not acting for the purposes of their business, trade or profession in purchasing Goods from the Company. All other Customers shall be deemed to be business customers.
12.25 A consumer may cancel a Contract entered into with the Company at a distance (without giving any reason for cancellation) at any time within the period:
12.25.1 beginning upon the submission of the Customer’s Order; and
12.25.2 ending at the end of 14 days after the day on which the Goods come into the Customer’s physical possession or the physical possession of a person identified by the Customer to take possession of them (or, if the Contract is for delivery of multiple Goods, lots or pieces of something, 14 days after the day on which the last of those Goods, lots or pieces comes into the Customer’s physical possession or the physical possession of a person identified by the Customer to take possession of them).
12.26 In order to cancel a Contract on the basis described in clause 12.25, the Customer must inform the Company of the Customer’s decision to cancel. The Customer may inform the Company by means of any clear statement setting out the decision. To meet the cancellation deadline, it is sufficient for the Customer to send the Customer’s communication concerning the exercise of the right to cancel before the cancellation period has expired.
12.27 The Customer must send the Goods back to the Company or hand them over to the Company or a person authorised by the Company to receive them. The Customer must comply with the Customer’s obligations referred to in this clause 12.27 without undue delay and in any event not later than 14 days after the day on which the Customer informs the Company of the Customer’s decision to cancel the Contract. The Customer must pay the direct cost of returning the Goods.
12.28 If the Customer cancels a Contract on the basis described in clause 12.25, the Customer will receive a full refund of the amount the Customer paid to the Company in respect of the Order including the costs of delivery to the Customer.
12.29 If the value of the Goods returned by the Customer is diminished by any amount as a result of the handling of those Goods by the Customer beyond what is necessary to establish the nature, characteristics and functioning of the Goods, the Company may recover that amount from the Customer up to the full amount of the Price. The Company may recover that amount by deducting it from any refund due to the Customer or require the Customer to pay that amount direct to the Company. Handling which goes beyond the sort of handling that might reasonably be allowed in a store will be “beyond what is necessary to establish the nature, characteristics and functioning of the Goods” for these purposes.
12.30 Unless the Company has offered to collect the Goods, the Company will process a refund due to the Customer as a result of a cancellation on the basis described in clause 12.25 within the period of 14 days after the day on which the Company receives the returned Goods or (if earlier) after the day on which the Customer supplies to the Company evidence of having sent the Goods back. If the Company has not sent the Goods to the Customer at the time of cancellation or has offered to collect the Goods, the Company will process a refund due to the Customer without undue delay and, in any case, within the period of 14 days after the day on which the Company is informed of the cancellation.
12.31 The cancellation right described in clause 12.25 is in addition to any other right that the Customer might have to reject the Goods, for instance because they are faulty or defective.
12.32 The Customer will not have the right to cancel a Contract on the basis described in clause 12.25 in respect of any custom made Goods. All of the Goods listed on the site are custom made Goods, unless otherwise advertised. If the Customer requires clarification regarding the nature of the Goods which it wishes to purchase, the Customer should contact the Company’s customer services team by telephone on 020 8646 9886 or by email at [email protected] for details before the Customer’s Order is placed.
12.33 Subject to the rights of any Customer who contracts with the Company as a consumer (see clauses 12.24-12.32 above) any Goods returned to the Company by the Customer will be examined by the Company and the Customer will be notified via e-mail within a reasonable time of any refund to which the Customer is entitled. The Company will usually process the refund as soon as possible thereafter. Goods may not be returned without prior notification and an Order number must be obtained from the Company prior to returning the Goods. A restocking charge will be payable on each Order which will be outlined in full to any Customer wishing to make a return. Any custom made Goods may not be returned unless the Goods are found to be damaged and/or faulty. The return of goods is entirely at the Company’s discretion.
12.34 The Company will normally refund any money received from the Customer using the same method originally used by the Customer to pay for the Customer’s purchase.
13.1 The remedies available to the Company under the Contract shall be without prejudice to any other rights, either at common law or under statute, which it may have against the Customer.
13.2 The failure or delay of the Company to enforce or to exercise, at any time, or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect its right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
13.3 The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
13.4 Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party to such address as has previously been notified to the sending party and shall be deemed to have been given on the day of delivery.
13.5 The Contract is personal to the Customer and the Customer may not assign, transfer, sub- contract or otherwise part with the Contract or any right or obligation under it without the prior written consent of the Company. The Company shall be entitled to assign, transfer, sub-contract or otherwise part with the whole or any part of the Contract or any right or obligation under it to any third party.
13.6 The Contract contains all the terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation, undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract.
13.7 No variation or amendment to the Contract shall be effective unless it is in writing and signed by authorised representatives of the parties. The Customer shall be liable to pay the Company any costs, charges or expenses which arise from any such variation or amendment and which are notified to the Customer by the Company.
13.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.9 The formation, existence, construction, validity and performance and all aspects of the Contract (including any associated non-contractual disputes or claims) are governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.