CONDITIONS OF SALE FOR GOOD AND SERVICES
This contract is made between Impact Sign Solutions Ltd (“we” and “our”), and the Customer as stated in the order form (“you”). The terms of this contract will override terms that you may have sent or may send to us or any other written correspondence or verbal communication including any advice or recommendation made before we accept the order. Any typographical clerical or other errors or omissions in the catalogue, quotation, price list order or any other document may be changed without us incurring any liability.
2.1 The description of the goods in any literature whether by photograph, written statement, diagram, illustration or other such means is only included for the purpose of demonstration and information and does not form part of the contract terms in any way whatsoever.
2.2 We reserve the right to supply you with alternative goods if a supplier marginally alters the item or we change supplier to one that supplies items of a similar design to the same specification or description so that there is no material effect on the quality or performance.
3. Pitch and Preparatory Work
3.1 Where specific project work is to be undertaken (a “Project”) under the contract we will hold an initial contact free of charge to discuss and agree the Project requirements.
3.2 We will provide the following Services in respect of each Project to be undertaken for Client:-
3.2.1 At the time when you have approved the artwork we will both agree a timetable for the production of all the necessary Materials depending on your lead time;
3.2.2 We will produce the intermediate and final artwork and text of the Materials for your approval by the date set out in the timetable.
3.2.3 We reserve the right to charge for preparatory work to produce initial designs. [This fee will be chargeable if you decide not to proceed with the Project. Ownership of any Rights in the preparatory designs will only pass to you on payment of this fee.]
4.1 An order for goods will be accepted once it has been received in our offices, either in writing or verbally. We will not send any written confirmation of order but all orders are subject to these contract terms. An order for Services will be accepted once we received the order confirmation.
4.2 We will not accept the cancellation of an order unless the cancellation is made in writing and you agree to pay us in full for all our costs and losses resulting from such cancellation.
5.1 Once you have agreed for us to proceed with the Services you are only entitled to vary the Project details or the Services to be provided by giving us prior written notice. You will be responsible for any extra costs incurred as a result of such variation.
5.2 You will provide us promptly free of charge, with all information and materials that we reasonably requested to enable us to provide the Services. We cannot be responsible if you delay in providing us with this information or replying to any of our questions.
5.3 If we are required at work at your premises then access will be agreed in advance to ensure that if necessary access to the premises is fully monitored.
6.1 We will act as your agent when making all the arrangements for the Services. You will be responsible for direct payment of all third party invoices, and all third party contracts will be between you and the third party. When we present you with the invoices of the third parties suitably receipted, you will reimburse us with the monies to pay the third parties. We will not be responsible for any monies owing to third parties and you will indemnify us against any non-payment of third party invoices.
7. Price of Goods and Services
7.1 All goods will be supplied at a price ex factory in pounds sterling as set on the date of dispatch. Value added tax (VAT) and postage and packing will be added at the rate current on that date.
7.2 Prices are only provided as a guideline. We reserve the right to vary the prices at any time.
7.3 If we do provide you with a written quotation, then the prices quoted will be held for the time period written in the quotation or if no period is stated then the time period will be set at 30 days.
7.4 We will maintain accurate accounts and records of hours spent in performing the Services keep all payment and receipts relevant to the contract.
7.5 We reserve the right to charge an additional charge in respect of travel, entertainment and out-of-pocket expenses.
8. Payment Terms
8.1 For deliveries within Mainland UK, we will issue you with an invoice on delivery of the goods. All invoices must be paid within 30 days of the date of invoice. In addition to any other rights we may have under this contract, we reserve the right to charge interest on any sum overdue at a rate of 4% above the base rate of National Westminster Bank PLC (or its equivalent) from the date the sum becomes due until the date we receive payment in cleared funds (such dates inclusive.)
8.2 Unless other arrangements are agreed at the time of the order, if you are making an order outside of the Mainland UK, then before we will accept the order and arrange delivery we will require you to either pay for the order in advance, or by credit card or arrange for an irrevocable letter of credit through a reputable bank.
8.3 In any event, if you fail to pay an invoice, then at our discretion we may cancel the order together with any future orders and/or suspend delivery immediately until we are in receipt of the outstanding moneys. We may also add to the outstanding invoice any additional costs (including but not limited to any legal costs) that we may have to incur as a result of your default.
8.4 We will only issue a receipt if you request so in writing.
9.1 We will use our reasonable endeavours to arrange delivery to the delivery address given on the order form. Delivery dates are only given as estimates and we will not be liable for any delay in delivery of the goods. You will not be entitled to cancel the order or refuse payment for late delivery.
9.2 If we deliver the order in instalments, each delivery will be regarded as separate contract to be covered by the contract terms, and our failure to deliver one instalment will not give you the right to reject the whole order.
9.3 If you do not allow us to deliver the goods, or you fail to give us an address adequate to allow delivery and without just cause (and provided this is not due to anything we have done or failed to do) then without jeopardising any other right that we may have under this contract, we will be allowed to:
9.3.1 Store the goods until actual delivery and charge you additional storage costs provided that the costs are reasonable. We may also charge you for the cost of insurance; or
9.3.2 After one month dispose of the goods, and charge you for any shortfall (or pass to you any excess payment).
6.4 You must notify us of any shortfall in the delivery of your order within 5 working days of receipt of the order. Notification may be made by telephone if followed up in writing, or by fax.
10. Risk and Title to the Goods
10.1 Risk in the goods will pass to you either:
10.1.1 On delivery to the delivery address on the order form;
10.1.2 On delivery to an authorised third party that you have notified to us;
10.1.3 When we attempt to make delivery but you wrongly fail to take delivery;
10.1.4 If delivery is outside Mainland UK, on delivery ex factory into the hands of the party making the delivery on our behalf.
10.2 Even though risk may have passed under Clause 10.1, the right of title in the goods will not transfer to you until we have received full payment in cash or cleared funds into our bank account.
10.3 Until the time that full title has passed to you, you must do the following on our behalf:
10.3.1 Hold the goods on our behalf as bailee, and keep the goods separate from your own property and properly protected, insured and identified as our property.
10.3.2 Allow us to enter your property or that of a third party where the goods are stored and take repossession of the goods on an all moneys due basis. This means that we do not have to show that the particular item was delivered by us at some point.
10.4 Until full title has passed you will not be entitled to mortgage or charge the goods and if you do this then all the moneys that you owe us will become immediately due for payment. You are allowed to re-sell the goods in the normal course of business but if you do so you will hold the proportion of any proceeds received on trust on our behalf as payment for the outstanding debt still owed to us.
11.1 We will use reasonable skill and care in the performances of any Services;
11.2 It is your responsibility to check for any typing mistakes and typographical errors in the design of any goods that we may produce for you as part of the Services, and your signature on the final design approval form will be evidence of this. We will not rectify any further errors without further payment once the final design approval form has been signed.
11.3 We agree that at our option and taking into account fair wear and tear, we will repair or replace any goods that we have manufactured which you are able to establish are not working due to defective workmanship or materials or any failure to take reasonable skill and care in the performance of any Service.
11.4 Where the Services are time-bound such as an exhibition, you must notify us of fault immediately and we will at our discretion either use our reasonable efforts to rectify the failure if it is due to our negligence or we will reimburse you the Fee. In all other claims we will investigate any claim provided that you inform us in writing within [3 days] of the time of delivery or collection, and our only remedy required under this contract will be to re-perform the Services. Once this period has expired you will lose any further right to return the goods. Any goods returned and replaced will become our property.
11.5 Any goods that we sell to you that are manufactured by a third party are sold with only the manufacturers’ warranty (if any) and you will have to take up such issue with the manufacturer directly. We do not offer warranties or guarantees on these goods in any way whatsoever.
11.6 We will not replace or repair the goods under Clause 11 if:
11.6.1 You have not paid for the goods in full;
11.6.2 The defect has occurred because of your wilful damage, your negligence, abnormal working conditions, failure to follow the normal instructions of installation or use of the goods, mis-use, alteration or repair of the item without first obtaining our prior written approval or such other similar type of act or omission.
11.7 Subject to clause 11.4 above and Clause 11.8 below, our entire liability in respect of any act or omission as specified above will be limited in respect of each such claim or series of claims to:
11.7.1 £500,000 in respect of physical damage to or loss of tangible property; and
11.7.2 In the case of any other permitted claim under this Clause to the total Fee payable under this contract.
11.8 If you leave your vehicles at our premises, then you do so entirely at your own risk and we accept no liability or responsibility for those vehicles under this contract.
11.9 We offer no other warranties on the goods, that is to say we do not warrant that the goods are of satisfactory quality or that the goods are fit for a particular purpose or subject to a particular description or quality standard. We exclude to the fullest extent permitted by law all warranties conditions or other terms implied by statute or common law.
11.10 Except in the event of death or personal injury caused by our negligence, as defined in section 1 of the Unfair Contract Terms Act 1977 we will not be liable to you in any way whatsoever (and this will include any losses as a result of failing to deliver under Clause 11.11 below), whether that be under contract, tort or otherwise, for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation (even if due to our negligence)) that you may suffer as a result of the supply of the goods or their use or re-sale.
11.11 In any event we will not be liable for any breach of this contract if the breach is caused by an event beyond our reasonable control.
12. Intellectual Property Rights and Confidentiality
12.1 You will not use or deal with any of our brochures, catalogues, or price lists, in such a way as to infringe any intellectual property rights that we may have in such items. You will also not infringe such rights in any goods supplied by us whether they are manufactured by us or by a third party.
12.2 If you have supplied us with any designs or information you will underwrite us in full against any infringement of any third party’s rights and any liability that we may incur as a result of such infringement. You warrant that you have the right to disclose to us any third party information.
Other than specified in Clause 12.4 below, we are and will remain the absolute owner of all intellectual property rights in any work, which is made, conceived, created, developed, written, devised or acquired by us in the course of the provision of the Services under this contract. We will grant Client a non-exclusive, non-11.1 If the goods are exported outside of Mainland UK you will responsible for obtaining any licences and for complying with any legislation or regulations required for the importation of the goods to the requested destination, and for payment of any duties or taxes. For full details on export orders please discuss this with the order office at time of order.
13.1 In the event that a petition is presented or a meeting is convened for the purpose of either winding-up your company, or a petition for an administration order is made or a receiver (including if an administration receiver) is appointed on your behalf, or a voluntary arrangement or a petition for bankruptcy is made against you, or any such similar action is taken against your company or business, then we will have the immediate right to cancel the contract or suspend performance of the contract and all moneys will become due for immediate payment.
13.2 transferable and personal licence to use such intellectual property rights for the period of this contract or while the goods continues to be used (whichever period is longer).
13.3 On payment of the Fee and provided that we have agreed to this up-front in writing, we may assign all intellectual property rights in any artwork designs specifically developed or created by us while performing the Services under this contract and which are directly associated with the Services. We will do such administration as is necessary to assign such rights to you at your cost. We will deliver the artwork to you on your request but we reserve the right to make a charge depending on the format that it was produced.
13.4 Each party will keep all details of this contract and the Services surrounding this contract confidential. This will not apply if the details were known to that party before entering into the contract, were told by a third party who was not under an obligation of confidentiality, or where the details are required to be disclosed by law or statute.
14.1 On termination of this Contract for whatever reason
14.1.1 we will be entitled to payment for all undisputed Services and any goods that we have properly provided or incurred prior to the date of termination;
14.1.2 we will immediately return all your records, or if you instruct otherwise we will arrange for their immediate destruction;
14.1.3 you will immediately cease to use our intellectual property rights (if any) in any goods or Materials.
15. Non-Poaching and Publicity
15.1 You will not attempt to employ either directly or as consultants any our employees or third party sub-contractors to provide the same or similar services as provided by us under this contract for a period of six months after the date of the delivery of the Services without our prior written permission. We will be entitled to charge a fee equivalent to the fees charged under this contract by way of compensation.
15.2 We will be allowed to refer to you in publicity after the completion of the contract.
16.1 Notices to be given under this contract must be made in writing to the address written on the order form or such other address as you or we may notify to the other from time to time. Notices will be sent by recorded delivery, hand delivered or sent by facsimile transmission, provided that the original of the fax is then sent by post within 24 hours of the facsimile transmission having been sent.
17.1 If either of us choose to waive or ignore a breach of the contract, then this will not prevent us from taking action in respect of the same type of breach at a future date.
17.2 We will not be liable for any breach of the contract as a result of any circumstance beyond our reasonable control. We will notify you immediately if such a circumstance arises and work with you to alleviate the issue, but this will be the total extent of our liability under this contract.
17.3 The contract will be governed by English Law and will come under the exclusive jurisdiction of the English Courts.