The Sign Crew Ltd

Standard Terms and Conditions

1. INTERPRETATION

•  The following definitions and rules of interpretation apply in these conditions

Buyer: the person, firm or company who purchases the Goods from the Company.

Company: The Sign Crew Ltd

Contract: any contract between the Company and the Buyer for the sale and purchase of the goods, or the supply of Services incorporating these conditions.

Goods: any Goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). Use of the term Goods shall also include any services agreed in the Contract to be supplied to the Buyer by the Company

•  A reference to a 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.

•  Words in the singular include the plural and in the plural include the singular

•  Clause and schedule headings do not affect the interpretation of these conditions

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyers purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Sales Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for the Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to Purchase the Goods subject to these conditions.

2.5 No order placed by the Buyer shall be deemed accepted by the Company until a written acknowledgment of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.

2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3. DESCRIPTION  

3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.

3.2 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 are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY

4.1 Unless otherwise agreed in writing by the Company, delivery of the goods shall take place at the Buyers place of business.

4.2 The Buyer shall take delivery of the Goods within three working days of the Company giving it notice that the Goods are ready for delivery.

4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time and delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly of indirectly by any delay in the delivery of the Goods, nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.

4.5 if for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

(a) risk in the Goods shall pass to the Buyer;

(b) the Goods shall be deemed to have been delivered; and

(c) the Company may store the Goods until delivery, whereupon the Buyer shall     be liable for all related costs and expenses (including, without limitation, storage     and insurance)

4.6 The Buyer shall provide at the delivery point adequate and appropriate equipment and manual labour for loading and installing the Goods at the Buyers expense.

4.7 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel and other Contract or instalment.

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence to the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (except if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within seven days of the date when the Goods would in the course of events have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1 Ownership of the Goods remains with the Company and will not pass to the Buyer until one of the following events occurs:

•  the Buyer pays the Company for all of the Goods and owes no other amounts to the Company in respect of other goods supplied by the Company;

•  the Buyer sells the Goods in accordance with the Contract in which case ownership of the Goods will pass to the Buyer immediately before the Goods are delivered to the Buyers customer.

6.2 Where the Goods are attached to or incorporated in other goods or are altered by the Buyer, ownership of the Goods shall not pass to the Buyer by virtue of the attachment, incorporation or alteration if the Goods remain identifiable and, where attached to or incorporated in other goods, can be detached or removed from them.

6.3 The Buyer must store the Goods separately from any other goods until:

•  they become the Buyer's property; or

•  they are attached to or incorporated in other goods; or

•  they are delivered to a purchaser from the Buyer.

6.4 If the Buyer is overdue in paying for the Goods or any other goods supplied by the Company, the Company may, if still the owner of the Goods, recover and resell them. The Company may enter the Buyer's premises for this purpose and may, if necessary, detach or remove the Goods from any other goods. This does not affect any other right of the Company.

6.5 Until the Buyer has paid the Company for the Goods and all other goods which the Company has supplied to the Buyer:

•  if the Buyer sells the Goods, the Buyer shall hold the proceeds of sale on trust for the Company in a separate bank account;

•  the Company may trace the proceeds of sale that the Buyer receives into any bank or other account which the Buyer maintains;

•  if the Buyer sells the Goods, the Company may, by written demand, require the Buyer to assign to the Company the Buyer's rights to recover the price from its purchaser; and

•  the Buyer must not assign to any other person any rights arising from a sale of the Goods without the Company's written consent.

6.6 Risk in the Goods passes to the Buyer on delivery in accordance with condition 4.

6.7 The Buyer must insure the Goods against all insurable risks for the price due to the Company for the Goods.

6.8 If the Goods are destroyed by an insured risk before the Buyer has paid for them, the Buyer shall hold the insurance proceeds as the Company's trustee.

6.9 The Company hereby asserts its intellectual property rights to all work done under the terms of this or any other contract.

6.10 The Buyer shall not be able to make use or profit from any Goods or property over which the Company has hereby asserted its intellectual property rights until the title of such Goods has passed to the Buyer.

7. PRICE

7.1 Unless otherwise agreed by the Company in writing, the price of the Goods shall be the price set out in the Company's confirmation of order.

7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

8. PAYMENT

8.1 Subject to condition 8.4, payment of the price of the Goods is due in pounds sterling on the last working day of the month following the month in which the Goods are delivered or deemed delivered.

8.2 Time for payment shall be of the essence.

8.3 No payments shall be deemed to have been received until the Company has received cleared funds.

8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring and amount equal to such deduction to be paid by the Company to the Buyer.

8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of (pick a bank), accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. INSOLVENCY

If the Buyer:

9.1 being a company,

•  has a petition presented for its winding up; or

•  passes a resolution for voluntary winding-up (other that for the purpose of a bona fide amalgamation or reconstruction); or

•  enters into a voluntary arrangement with its creditors; or

•  becomes subject to an administration order; or

•  has a receiver appointed of all or any of its assets; or

9.2 being a individual or firm,

•  becomes bankrupt or insolvent; or

•  enters into a voluntary arrangement with its creditors,

then the Company shall be entitled to treat the Contract as being at an end or suspend any further deliveries under the Contract. If the Goods have been delivered but not paid for, the price shall become due immediately regardless of any previous agreement to the contrary.

10. QUALITY

10.1 The Company warrants that (subject to other provisions of these conditions) upon delivery the Goods will:

•  be of satisfactory quality within the meaning of the Sale of Goods Act 1994;

•  be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made it known the purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.

10.2 if any of the Goods do not conform with any of the warranties in condition 10.1 the company shall at its option repair or replace such Goods or refund the price of such Goods provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Gods or the part of such Goods which is defective to the Company.

10.3 If the Company complies with condition 10.2 it shall have no further liability for a breach of any warranties in condition 10.1 in respect of such Goods.

11. LIMITATION OF LIABILITY

11.1 Subject to condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

•  any breach of these conditions; and

•  any representation, statement or tortious act or omission arising under or in connection with the Contract.

11.2 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) are to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.

11.4 Subject to conditions 11.2 and 11.3:

•  the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Goods; and

•  the Company shall not be liable to the buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12. ASSIGNMENT

The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

13. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of is 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, epidemic or restraints or delays affecting carriers.

14. WAIVER

14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under Contract or not.

14.2 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be constructed as a waiver of any of its rights under the Contract.

14.3 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15. SEVERANCE

15.1 If any provision of the Contract (or any 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.

15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal is some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. THIRD PARTY RIGHTS

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.