TERMS AND CONDITIONS OF SALE
- Formation of Contracts and Variations to the Work.
(a) All contracts of sale made by SignmakerUK.com (referred to herein as “the Seller”) shall be deemed to incorporate these terms and conditions. No variation of or addition to these terms and conditions shall form part of any contract unless made or specifically accepted by the Seller in writing.
(b) These terms and conditions (together with those stated on the face hereof) are the only terms and conditions on which the Seller agrees to contract with the Buyer and they shall govern this Contract to the entire exclusion of any other express or implied conditions. Where there is an inconsistency between these conditions and those on the face hereof the conditions overleaf shall prevail.
(c) No contract shall come into effect until the Buyer’s order has been accepted in writing by the Seller.
(d) For the purposes of these terms and conditions a variation to the work to be carried out by the Seller pursuant to any contract shall include without limitation any alteration or modification of or to the design, quality or quantity of the work or goods the subject of the contract (including without limitation any addition to, omission from, or substitution of any work or alteration to the kind of materials to be used).
(e) Any request by the Buyer to the Seller to carry out a variation to the work to be carried out by the
Seller pursuant to the contract shall be in writing and if the Seller in its sole discretion is prepared and agrees to carry out the said variation such an agreement shall be on the basis that:-
(i) the cost of the variation shall be assessed by the Seller and any additional cost thereby caused shall be notified to the Buyer by the Seller and such additional cost shall be added to and shall form part of the price;
(ii) where the Seller is not able to assess all or any part of the cost of the variation before the work is carried out, the Seller is entitled to charge the Buyer on the basis of the materials and time involved (including without limitation any relevant overtime premium for any work undertaken outside normal office hours as defined in condition 2(v) and any sub-contractor’s costs which the Seller in its sole discretion deems it reasonable or necessary to incur).
Unless otherwise expressly stated in writing by the Seller orders are accepted on the basis that:
(i) The price quoted is the net price of the goods (after deduction of any discounts) for delivery in accordance with the contract:
(ii) The Seller is entitled without prior notice to adjust the price stated to take account of any change in specification made at the request of the Buyer or any alteration before the date of delivery in the cost to the Seller of import or export duties or tariffs or any relevant tax (including without limitation any Value Added Tax) which directly affects the cost to the Seller of supplying the goods.
(iii) Any price contained in the Seller’s quotation is valid for 30 days after the date of the quotation after which the Seller is entitled in its sole discretion to vary the said price.
(iv) In the case of any contract which is made subject to the obtaining of any Town and Country Planning or any other permission or approval whether required by or pursuant to statute or otherwise, the Buyer shall be responsible for all and any fees and costs incurred by the Seller in this connection including without limitation the costs of any application for such permission or approval made by the Seller on behalf of the Buyer. If, in the case of such a contract, the obtaining of such permission or approval is delayed for whatever reason for a period of more than six weeks from the date that the relevant application is made, the Seller shall be entitled without prior notice to the Buyer to adjust the price from time to time to take account of such delay.
(v) The Seller is entitled to adjust the price to include an overtime premium where, at the Buyer’s request, the Seller undertakes work on the Buyer’s behalf outside normal working hours on Monday to Friday inclusive but excluding Bank Holidays.
(i) Unless otherwise expressly stated prices are due and payable in United Kingdom sterling on the date of the invoice.
(ii) If the Buyer shall fail to make payment in full in accordance with sub-clause (i) of this Clause then (without prejudice to any other rights of the Seller including the right to recover the value of work in progress) the Buyer shall, without any need for the Seller to give notice, become liable to pay to the Seller interest on the amount for the time being unpaid at the rate which is four per cent per annum above the London Inter Bank Offered Rate from time to time calculated from the date of due payment until the date of actual payment as well after as before any judgement and:-
(a) the Seller shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Buyer and in such event the Buyer shall not in any respect be released from its obligations to the Seller under that or any such contract; or
(b) Instead of suspension in accordance with paragraph (a) above the Seller shall be entitled to terminate the relevant contract or any other contract with the Buyer in accordance with Condition 14 below and to claim damages from the Buyer.
(iii) Where carriage, packing, storage or other charges (including without limitation the fees and costs referred to in Condition 2(iv) above) are stated separately from the price they will nevertheless be payable by the Buyer at the same time as if they formed part of the price and shall be treated as such.
(iv) Time for payment is of the essence of these terms and conditions.
(v) We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
(vi) The customer is required to notify the Company within 30 days of the invoice being issued of any problems or issues with the signage installed or goods provided which can readily be identified by a normal inspection of the same. If such problem or issue is not notified to the Company in writing within that period the customer will be deemed to accept the goods as supplied by the Company. This clause does not affect the customers Statutory Rights nor any contractual terms relating to retentions or otherwise.
Cards we accept, (American Express / Visa / MasterCard).
The goods will not be delivered until the customer’s funds that have been paid to Zell-Em Group or its subsidiary companies and have cleared in full.
We currently only accept the following currency – GBP (Great British Pound).
(i) Whilst the Seller will use all reasonable endeavours to keep to any stated despatch or delivery date it accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused.
(ii) The Seller is entitled in its sole discretion to despatch the goods in more than one shipment or different days and to install the goods on more than one visit.
(iii) The Seller is entitled at its sole discretion and without prior notice to the Buyer to store and insure at the Buyer’s cost goods which are ready for delivery:
(a) where the Buyer advises the Seller or the Seller in its sole discretion deems that the premises for which the goods were ordered will not be ready for their installation pursuant to the contract on the agreed date; or
(b) where in the Seller’s sole discretion the Seller deems that the Buyer has failed to give adequate or reasonable instructions and/or sufficient notice to the Seller for delivery and/or installation; or
(c) where due to payment by the Buyer being overdue condition 3(ii) applies: or where goods are sold ex-works by the Seller and are not collected by the Buyer by the agreed time.
(iv) The insurable risk in the goods shall pass to the Buyer upon the agreed delivery or installation date save that where the contract is stated to be c and f., or f.o.b., the risk shall pass to the Buyer when the goods are delivered onto the ship or aircraft or sent by parcel post.
(v) If the goods are not delivered or upon delivery are found to be damaged or short the Seller shall not in any event be liable unless:
(a) the Buyer gives written notice to the Seller (and where relevant to the carrier) within seven days of delivery or in the case of non-delivery within fourteen days of the expected date of delivery; and
(b) in the case of short or damaged delivery the Buyer gives the Seller or its representative(s) every opportunity to inspect the goods concerned in the state and condition and location in which they were delivered.
- Low Voltage Supply
Unless otherwise stated the price includes connection to an existing low voltage supply not more than two metres from the proposed place of installation or transformer (whichever is relevant). Connection to a low voltage supply further than two metres from the promised place of installation or transformer (whichever is relevant) will involve an additional cost to the Buyer which shall be assessed by the Seller and which shall be based on the time and materials involved.
- Reservation of Title
Until all sums due to the Seller on any account whatsoever have been paid to the Seller;
(i) all legal equitable title to the goods shall remain with the Seller and the Seller shall be entitled to repossess the goods or any of them if at any time in the opinion of the Seller the credit-standing of the Buyer has been impaired and the Seller may and is hereby permitted by the Buyer to enter any premises of the Buyer for the purpose of repossessing the goods.
(ii) should the goods be converted in a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever, the conversion shall be deemed to have been effected on behalf of the Seller.
(iii) any proceeds from any disposal of the goods or of any such new product by the Buyer shall to the extent of any sums due to the Seller be held on trust for the Seller absolutely in a separate bank account and the Seller shall have the right to trace such proceeds according to the principles in In re Hallett’s Estate (1880) CH D 696.
- General Liabilities
(i) The Seller warrants goods supplied (to a specification it has accepted) against failure for a period of six months from the date of despatch or installation on account of any defect in materials or workmanship. If such a failure should occur the Buyer shall forthwith advise the Seller in writing and the Seller shall, if it is satisfied that the defect has arisen during the warranty period, at its sole discretion either replace or repair the defective goods without charge.
(ii) The warranty contained in Condition 7(i) above is given in lieu of and shall be deemed to exclude all other warranties and conditions whether arising by common law statute or otherwise other than relating to title to the goods. In particular but without limitation of the foregoing the Seller shall not be liable for the failure of any of the goods supplied to be fit for any particular purpose, other than that for which they were originally supplied.
(iii) Where any other breach of contract occurs howsoever caused the Seller’s liability shall not exceed the purchase price of the goods.
(iv) The Seller shall not be liable under any circumstances for any loss damage or injury of any nature whatsoever whether direct or indirect or consequential arising out of or in connection with any goods supplied.
(v) The complete or partial invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of such provision for any other purpose or the remaining provisions hereof.
(vi) Any warranties or other benefits capable of being granted to the Buyer under the terms of this Agreement are and will only ever be available to the Buyer if and so long as the Buyer adheres strictly to all and each of the terms hereof including (but not limited to) the contractual terms for payment for the work agreed to be undertaken by the Seller for the Buyer or for goods sold by the Seller to the Buyer under the terms hereof.
(vii) Any work agreed to be undertaken by the Seller for the Buyer in accordance with these terms and conditions shall be deemed to be completed if substantially complete and minor items not materially affecting the completion of any such work amounting in value to not more than 10% of the contract price (exclusive of VAT) remain to be done. In this respect the valuation of the Seller’s Surveyor as to the value of such outstanding work (if any) and his opinion as to whether or not the work is substantially complete shall be absolutely conclusive and binding on the Buyer who shall not be entitled either to delay payment of the contract price or any part thereof beyond the due date for payment under the terms hereof or to make any retention whatsoever in respect thereof but who shall accept the Seller’s undertaking to complete the same within 28 days of the Buyer notifying the Seller in writing of any such matters outstanding.
- Health and Safety
The goods are sold on condition that
(i) the Buyer 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 and
(ii) the buyer shall, if so requested by the Seller, enter into a written undertaking to take such steps as may be specified by the Seller relating to such tests or examination.
(iii) the Buyer shall indemnify the Seller against any loss, liability or expense arising from the Buyer’s failure to carry any such tests or examinations required under (i) and (ii) above.
(i) All drawings, designs, specifications, prototypes, models, plans, illustrations, discs, computer print outs, and other documents prepared by the Seller shall remain the property of the Seller and shall be returned by the Buyer on demand and the copyright therein shall at all times remain that of the Seller.
All such drawings, designs, specifications, prototypes, models, plans, illustrations, discs, computer print outs, and other documents shall be treated by the Buyer as confidential and the Buyer shall not copy or reproduce or disclose them to any third party without the prior written consent of the Seller.
(ii) In the event the Seller prepares any drawing, design, specification, prototype, model, plan, illustration, disc, computer print out, or other document at the request of the Buyer and for whatever reason the contract is not proceeded with, the Seller shall be entitled to charge to the Buyer and the Buyer shall pay to the Seller the costs of such work as assessed by the Seller and such costs shall for the purposes be treated as the price payable by the Buyer so that, inter alia, conditions 2 and 3 above shall be applicable thereto.
The Buyer shall indemnify and keep indemnified the Seller against any and all claims, actions, proceedings, demands, damages, penalties, costs, expenses, damages or liability whatsoever to which the Seller may become liable as a result of work carried out by the Seller in accordance with any specification, design, drawing, illustration, plan, model, prototype, disc, computer print out or any other document of or supplied by the Buyer which does or may involve the infringement of any letters patent, registered design, copyright, trademark or any other intellectual property right owned by a third party.
Unless otherwise agreed in writing all tools, moulds, dies, patterns, or other data produced by the Seller or the Seller’s agents or sub-contractors shall remain the property of the Seller. The Seller reserves the right to destroy any such tools, moulds, dies, patterns or other data after the completion of the contract for which they were made or prepared.
- Force Majeure
The Seller shall not be liable for any loss or damage caused by delay in performance or by non-performance of any of its obligations hereunder 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 material or components or breakdown of machinery. Should any such event occur the Seller 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 Buyer in writing of the cause of the cancellation or rescission or suspension.
(i) The Seller reserves the right at its sole discretion to place any part or parts of the work with one or more sub-contractors of its sole choice.
(ii) The Buyer shall not assign any contract or any rights hereunder in whole or in part without the prior written consent of the Seller.
(i) The Seller may by notice in writing to the Buyer terminate any contract forthwith if: –
(a) the Buyer shall commit any breach of any of the terms (including without limitation terms concerning the time for payment of the purchase price) of that or any other contract with the Seller and on its part to be observed or performed PROVIDED that if such breach is remediable the Seller has previously given to the Buyer notice thereof and the same has not been remedied in seven days thereafter;
(b) the Buyer compounds with or negotiates for any composition with its creditors generally or permits any judgement against it to remain unsatisfied for seven days;
(c) being an individual the Buyer shall die or have a receiving order made against him or
commit any acts of bankruptcy; or
(d) being a company the Buyer shall call any meeting of its creditors or have a receiver of all or any of its assets appointed or enter into any liquidation.
(ii) ln the event of any such termination:-
- the Seller shall be entitled to repossess any goods which are in the possession or
- control of the Buyer and the property in which remains with the Seller and for such purpose to enter by its servants or agents into and upon the premises of the Buyer; and (b) the Seller shall be entitled by notice in writing to the Buyer to declare (and there shall forthwith become) immediately due and payable any amounts outstanding from the Buyer to the Seller under that or any other contract and all such amounts shall bear interest at the rate which is four per cent per annum above the London Inter Bank Offered Rate from time to time calculated from the date of the notice until actual payment.
(iii) The provisions of (i) and (ii) above and the exercise by the Seller of its rights
there under are without prejudice to any other rights of the Seller.
- Governing Law
These terms and conditions and any contract between the Seller and the Buyer 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.