Terms & Conditions
Parties
(1) Signs And Lines Limi ted, a company incorporated and registered in England and Wales wi th company number 06018983 whose registered of f ice is at 86 Ashley Road, Farnborough, Hampshire, GU14 7HD. (Suppl ier )
(2) The person who buys or agrees to buy the goods f rom the Suppl ier . (Customer )
Background
(A) The Supplier carries on the business of manufactur ing and sel l ing the Goods
(B) The Customer wishes to buy and the Suppl ier wishes to supply the Goods on the terms and condi t ions set out in this Agreement .
Agreed Terms
1. Definitions
"Conditions" the terms and conditions of sale as set out in this document and any special terms and condi t ions agreed in writing by the Suppl ier .
"Goods" the items which the Customer agrees to buy from the Supplier.
"Goods" the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
2. Conditions
2.1 These Condi t ions shal l form the basis of the cont ract between the Supplier and the Customer in relat ion to the sale of Goods, to the exclusion of all other terms and conditions including the Customer’s standard conditions of purchase or any other conditions which the Customer may purpor t to apply under any purchase order or conf irmat ion of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods from the Supplier pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Customers acceptance of these Conditions.
2.4 These Conditions may not be varied except by the writ ten agreement of [a director of] the Supplier .
2.5 These Conditions represent the whole of the agreement between the Supplier and the Customer. They supersede any other conditions previously issued.
2.6 The Supplier reserves the right to refuse an order.
3. Orders
3.1 Each Order shall be a separate of fer by the Customer to purchase the Goods on the terms of this Agreement , which the Supplier shall be free to accept or decline at its absolute discretion.
3.2 The Customer may cancel or amend an Order by written notice to the Supplier . If the Customer cancels an Order their liability to the Supplier will be limited to costs reasonable incurred infulfilling the Order up to the date of cancellation.
4. Price
4.1 The Price shall be ( the price quoted on the Supplier’s confirmation of order). The Price is exclusive of VAT which shall be due at the rate in force on the date of the Supplier ’s invoice. The Customer shall , on receipt of a valid VAT invoice from the Supplier , pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of Goods.
4.2 The Price is exclusive of the costs of packaging, insurance and carriage of the Goods which shall be paid by the Customer.
4.3 The prices quoted within the quotation are valid for 90 days from the date of the document , after which they may be subject to change.
5. Payment and Interest
5.1 The Supplier shall be entitled to invoice the Customer for each order on or at any time af ter Delivery.
5.2 Payment of the Price and VAT shall be due within [30] days of the date of the Supplier ’s invoice. Payment shall be made to the bank account nominated in writing by the Supplier /by cheque, the cheque must clear before the expiry of 30 days of the date of the Suppl ier ’s invoice.
5.3 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a dai ly basis until the date of payment at the rate of [8%] per annum above the Bank of England base rate from time to t ime in force. Such interest shall accrue on a daily basis f rom the due date until the date of actual payment of the overdue amount , whether before or after any judgment . The Customer shall pay the interest together with the overdue amount.
5.4 The Customer shall pay all accounts in full and not exercise any rights of set -off or counter -claim against invoices submi t ted by the Supplier .
5.5 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall at tempt to resolve the dispute promptly.
5.6 Where only par t of an invoice is disputed, the undisputed amount shal l be paid on the due date as set out in clause 5.2.
6. Goods
The quant i ty and description of the Goods shall be as set out in the Supplier ’s confirmat ion of order.
7. Warranties
7.1 The Goods suppl ied by the Suppl ier to the Customer under this Agreement shal l , at the t ime of del ivery, cor respond to the descr ipt ion given by the Suppl ier in the conf irmat ion of order .
7.2 (Except as set out in this Agreement all warranties, conditions and other terms implied by statute or common law or terms relating to fitness for purpose, quality or condition of the Goods are, to the fullest extent permitted by law, excluded from this Agreement (except where the Customer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977)).
7.3 The Supplier shall not be liable under clause 9.4 below if :
(a) The Customer makes any further use of such Goods after giving not ice in accordance with clause 9.2; or
(b) The defect arises because the Customer failed to follow the Supplier’s order or wr i t ten inst ruct ions as to the storage, commissioning, instal lat ion, use and maintenance of the Goods or ( i f there are none) goods t rade pract ice; or
(c) The defect arises as a result of the Supplier following any drawing, design or specificat ion suppl ied by the Customer ; or
(d) The Customer al ters or repairs such Goods wi thout the wr i t ten consent of the Supplier ; or
(e) The defect arises as a result of fair wear and tear , willful damage, negligence, or abnormal storage.
8. Deliverhy of the Goods
8.1 Delivery of the Goods shal l be made to the Customer’s address. The Customer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Supplier for delivery.
8.2 The Supplier under takes to use its reasonable endeavours to dispatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract .
8.3 The Supplier shall not be liable to the Customer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. I f short delivery does take place, the Customer under takes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
8.4 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier wi th adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
9. Acceptance of the goods
9.1 The Customer shall be deemed to have accepted the Goods [48 hours] after delivery to the Customer .
9.2 The Customer shall carry out a thorough inspection of the Goods within [48 hours] of delivery and shall give written notification to the Supplier within 5 working days of del ivery of the Goods of any defects which a reasonable examinat ion would have revealed.
9.3 If the Customer fails to give written notification in accordance with clause 9.2 it shall be deemed to have accepted the Goods.
9.4 If the Customer rejects the Goods under clause 9.2 above the Customer shal l be entitled to:
(a) require the Suppl ier to repair or replace the rejected Goods; or
(b) require the Suppl ier to repay the pr ice of the rejected Goods in full.
Once the Supplier has complied wi th clause 9.4, i t shal l have no further liability to the Customer in respect of the rejected Goods failure to comply with clause 7 above.
9.5 Where the Customer has accepted, or has been deemed to have accepted the Goods the Customer shall not be entitled to reject Goods which are not in accordance wi th the contract.
9.6 The terms of this Agreement shall apply to any repaired or replacement Goods supplied by the Supplier .
10. Acceptance of the goods
10.1 Risk shall pass to the Customer on delivery of the Goods to the Customer ’s address.
10.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain wi th the Suppl ier and shall not pass to the Customer until the amount due under the invoice for them ( including interest and costs and any other sums due) has been paid in full (cleared funds) .
10.3 Untiltitle passes to the Customer , the Customer shall hold the Goods as bai lee for the Supplier and shall store or mark them so that they can at all times be identified as the property of the Supplier .
10.4 Untiltitle passes to the Customer, the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the goods. The Customer shall maintain such Goods in sat isfactory condition and keep them insured on the Supplier ’s behalf for their full replacement cost against all risks.
10.5 The Supplier may at any time before title passes and without any liabil ity to the Customer:
10.5.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and
10.5.2 for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer .
10.6 The Supplier may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer .
11. Carriage of the Goods
11.1 Carriage will be chargeable on all sales.
12. Severance
12.1 If any provision of this agreement (or part of a provision) is found by any Court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal the other provisions shall remain in force.
12.2 If any invalid unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal valid and enforceable.
13. Governing Law and jurisdiction
13.1 This Agreement and any dispute or claimarising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with English Law.
13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or its formation (including non contractual disputes or claims).