Terms of Service
STANDARD CONDITIONS OF CONTRACT (2017)
The following Terms and Conditions constitute the entire agreement between the parties and supersede any previous agreements, warranties, representations, undertakings or understandings between the parties and may not be varied except in writing.
a. "Seller" means the party providing the goods or services under these terms and conditions.
b. "Buyer" means the party contracting with the Seller to acquire the good and services supplied under these terms and conditions.
c. "Work" means all goods (by way of intermediate or finished product) and services supplied by the Seller to the Buyer.
d. “Intermediates” means all products produced during the manufacturing process including non-exhaustively discs, film, plate, intellectual property.
e. "Preliminary Work" means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, colour matching).
f. "Electronic File" means any text, illustration or other matter supplied or produced by either Party in digitised form on disc, through a modem, or by ISDN or any other communication link.
g. "Periodical Publications" means publications produced at (normally regular) intervals.
h. "Insolvency" means the Buyer is in a position where it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him.
a. Estimates are based on the Seller's current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery.
b. Estimates are given exclusive of tax and the Seller reserves the right to charge and the Buyer will pay any VAT or other tax payable.
c. All work carried out shall be charged. This includes all Preliminary Work whether or not the Buyer agrees to that work being taken forward to production.
d. Any additional work required of the Seller by reason of the Buyer supplying inadequate copy, incomplete or incorrect instructions or insufficient materials; or late delivery of the same shall be charged.
e. Payment shall become due before delivery of the Work. The Seller, at his absolute discretion, may ask for part or full payment in advance of starting the Work.
f. If Credit Facilities have been granted, payment is due by the end of the month following the month of Invoice. If any item(s) remain unpaid by that due date charges will apply, in accordance with s5A and/or s6 of the Late Payment Commercial Debt (Interest) Act 1998 or any subsequent enactment. In addition, all invoices will become due and payable immediately and will be treated as overdue items, with appropriate charges applied and all costs reasonably incurred in collecting the debt payable by the Buyer.
g. Unless otherwise agreed in writing, the price of the Work will be "ex-works" and delivery shall be charged extra.
h. Should the Work be suspended or delayed by the Buyer for any reason the Seller shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used.
i. Should the suspension or delay in 2(h) above extend beyond 30 days the Seller shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.
3. Credit Facilities
Credit facilities may be granted to applicants who complete the Seller’s Credit Account Application Form and who satisfy the Seller’s criteria as set out from time to time. Where facilities are granted the Seller reserves the right to withdraw them at any time, without having to give their reasons and, in such a case, all outstanding invoices become due and payable immediately.
a. Delivery of the Work shall be accepted when tendered.
b. Unless otherwise agreed in writing completion and delivery times are a guide only and, whilst the Seller will make every effort to adhere to proposed timescales, time is not of the essence in any contract with the Buyer.
c. Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to kerbside at the Buyer's address and the Buyer will make arrangements for off-loading and for any additional transportation to its storage facility.
d. Subject to any agreement as per 4(c) above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle the Seller to make an extra charge to reflect its extra costs.
e. Should expedited delivery be agreed the Seller shall be entitled to make an extra charge to cover any overtime or any other additional costs.
5. Materials supplied or specified by the Buyer
5.1 Electronic Files
a. It is the Buyer's responsibility to maintain a copy of any original Electronic File provided by the Buyer.
b. The Seller shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.
c. Without prejudice to clause 5.2(b), if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Seller may make a charge for any resulting additional cost incurred or may reject the file without prejudice to his rights to payment for work done/material purchased.
5.2 Other Materials
a. Metal, film and other materials owned by the Buyer and supplied to the Seller for the production of type, plates, film-setting, negatives, positives, electronic files and the like shall remain the Buyer's exclusive property. However where the content is generated by the Seller, the Seller may, in order to protect his intellectual property rights and at his absolute discretion, replace such material with unused material of a similar or better quality.
b. The Seller may reject any film, discs, paper, plates, electronic files or other materials supplied or specified by the Buyer which appear to him to be unsuitable for the purpose intended. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Seller in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer.
c. Without prejudice to clause 5.2.b, where materials are so supplied or specified, and the Seller so advises the Buyer, and the Buyer instructs the Seller in writing to proceed anyway, the Seller will use reasonable endeavours to secure the best results, but shall have no liability for the quality of the end-product(s).
d. Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including re-starting jobs, duplicating masters etc will be charged in addition to the estimated price.
5.3 Risk and storage
a. Buyer's property and all property supplied to the Seller by or on behalf of the Buyer shall while it is in the possession of the Seller or in transit to or from the Buyer be deemed to be at Buyer's risk unless otherwise agreed in writing and the Buyer should insure accordingly.
b. The Seller shall be entitled to make a reasonable charge for the storage of any Buyer's property left with the Seller before receipt of the order or after notification to the Buyer of completion of the work.
5.4 Finished Goods
a. The risk in the Work and all goods delivered in connection with the Work shall pass to the Buyer on delivery and the Buyer should insure accordingly.
b. On completion of the Work, the Seller will store the Buyer’s materials and Work for a maximum of one month, after which time they will be destroyed without further notice.
6. Materials and equipment supplied by the Seller
a. Metal, film and other materials owned by the Seller and used in the production of intermediates, type, plates, film-setting, negatives, positives, electronic files and other production processes, together with items thereby produced, shall remain the Seller's exclusive property.
b. Type shall be distributed and film and plates, tapes, discs, electronic files or other work destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage shall be charged.
c. The Seller shall not be obliged to download any digital data from his equipment or supply the same to the Buyer on disc, tape or by any communication link.
7. Retention of Title
a. The Work remains the Seller's property until the Buyer has paid for it and discharged all other debts owing to the Seller.
b. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer's premises to do so, or to inspect and/or label the goods so as to identify them clearly.
c. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.
d. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to approach the Buyer's customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.
8. Proofs and variations
a. The Seller shall incur no liability for any errors not corrected by the Buyer where the Buyer has been provided with proofs. The Buyer's alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Seller's judgement, changes therefrom made by the Buyer shall be charged extra.
b. Where the Buyer specifically waives any requirement to examine proofs the Seller is indemnified by the Buyer against any and all errors in the finished Work.
c. Colour proofs Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed in writing.
d. Variations in quantity Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work being allowed for overs or unders the same to be charged or deducted, unless otherwise agreed in writing.
9. Quality and Warranty
9.1 The Seller agrees at its own cost and at its sole discretion to repair or replace any of the Goods or parts thereof and to repair or rectify any defects in the works which in each case are proved to the Seller to be faulty due to bad workmanship or materials providing in such case that such fault is notified to the Seller in writing within, unless agreed otherwise in the Order, a period of 6 months from the date of delivery of the Goods or completion of the works.
9.2 The Seller shall not be liable for Goods' failure to comply with the warranty set out in Condition 9.1 in any of the following events:
a. the Buyer makes any further use of such Goods after giving notice in accordance with Condition 9.2;
b. any defect is caused by or arises from fair wear and tear, neglect, misuse, improper storage, failure to follow the Seller’s instructions (if any), unauthorized reconditioning or repair or, in respect of any hydraulic component use of hydraulic fluid other than that approved by the Seller;
c. the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer;
d. the Buyer alters or repairs such Goods without the written consent of the Seller.
9.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.4 In the case of Goods which are not of the Seller's manufacture, the Seller shall use its reasonable endeavours to pass on to the Buyer the benefit of the manufacturer's warranty (if any).
9.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
10. Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
d. any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
10.2 Subject to Condition 10.1, without prejudice to the generality of the foregoing it is specifically agreed that the Company will in no circumstances be liable for the loss or damage suffered by the Buyer arising out of any defects in the walls, timbers, or other structures to which any sign or other goods may have been affixed unless the Seller has been asked by the Buyer to advise and as advised in arrears on the suitability of such walls, timbers or other structures. Such consultation, if requested, will hold an additional surcharge.
10.3 The Seller’s liability shall in any event cease if:
a. the Buyer shall not have paid in full any invoices from the Seller on the due date
b. the Seller’s representatives are denied full and free right of access to the Goods and/or the site where the Works have been affected.
c. the Buyer permits persons other than those approved or authorized by the Seller to effect any replacement of parts maintenance adjustments or repairs to the Goods or the Works.
d. The Buyer has not properly maintained the Goods in accordance with the instructions or directions given or issued by the Seller from time to time.
e. The Buyer has used any spare parts or replacements not manufactured by or on behalf of the Seller and supplied by it or fail to follow the Seller’s instructions for the use of same.
f. The Buyer permits any additions or alterations to be made to the Goods without the Seller’s approval in writing.
10.4 In the event of any claim being made against the Buyer by reason of any matter referred to and in respect of which the Seller is liable under these conditions the Buyer shall notify the Seller in writing within thirty days of receipt by him of notice of such claim. In these circumstances the Seller may on its election conduct all negotiations for the settlement of the said claim and any litigation that may arise there from. The Buyer shall not, unless and until the Seller shall have failed to take over the conduct of such negotiations or litigation, make any admission that might be prejudicial thereto.
10.5 The Seller will make every effort to ensure that all Goods are manufactured and/or supplied to Specification but it is in all cases for the Buyer to ensure that goods are fit and suitable for the purpose for which they are required. All conditions and warranties expressed or implied, whether by Statute, Common Law or otherwise as to the conditions or fitness for any purpose of the goods are expressly excluded so far as their exclusion is permitted by law and the Seller shall not be liable for any direct or consequent loss howsoever arising which may be suffered by the Buyer by reason of any defect or failure to perform on the part of the Goods.
10.6 Orders for the installation and erection of signage are undertaken on the understanding that the Buyer has complied with the requirements of local planning and other interested official departments and the responsibility for obtaining any planning permission and permits is entirely that of the Buyer. All charges levied by authorities before, during and/or after installation and erection are to be borne by the buyer.
10.7 Where signage is erected in the ground the responsibility for ensuring that no services such as water, gas, electricity, telephones or pipelines are likely to be interfered with, damaged or obstructed is the responsibility of the Buyer as is any interference damage or obstruction caused thereto by our staff or sub-contractors in the event of the position of such services not being revealed (or being incorrectly revealed) to us. Likewise where a sign is erected on a structure it is the Buyer’s responsibility to ensure that the structure is of adequate strength and in good condition to bear the additional loads imposed thereon by the installation of the sign and fittings.
11. Health & Safety
11.1 Any liability for ensuring compliance with any requirement statutory or otherwise concerning health, safety or welfare on the premises of the Buyer or the client of the Buyer or any premises required to be visited on behalf of the Buyer reset exclusively with the Buyer.
12.1 The Buyer should ensure access by the Seller to the site for the purpose of surveying and inspecting the premises and installing signs or other equipment. Any cost incurred by the Seller in the event of delay in obtaining access arranged by the Buyer shall be charged to and be paid by the Buyer.
13. Approval and Consent
13.1 Unless otherwise agreed in writing by the Seller the responsibility for obtaining all approval or consents for the works as may be required by statute contract landlord permission or otherwise shall be the responsibility of the Buyer.
13.2 Where the Seller agrees to make all necessary occasions for planning and permission under the Town & Country Planning Acts the Buyer will pay the Seller a fee either at the rates of the British Sign Association applicable at the time of the application or at such other rates as may be agreed between the parties whether or not the application is successful.
13.3 Where the Seller at the request of the Buyer commences performance of the contract before any required approvals or consents have been obtained the Buyer will indemnity the Seller against any liability arising from such performance and in the event of such permission or consent being refused the Buyer shall indemnify the Seller against all losses arising from such refusal.
Without prejudice to other remedies, if the Buyer becomes insolvent, the Seller shall have the right not to proceed further with the contract or any other work for the Buyer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Buyer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.
15. General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the Buyer the Seller shall have a general lien on all goods and property of or provided by the Buyer in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property as agent for the Buyer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.
16. Illegal matter
a. The Seller shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
b. The Seller shall be indemnified by the Buyer in respect of any claims, costs and expenses arising out of the printing by the Seller for the Buyer of any illegal or unlawful matter including matter which is libellous or infringes copyright, patent, design or any other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer's advice in settlement of any claim that any matter is libellous or such an infringement.
14. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
15. Data Protection
The Buyer is hereby notified that the Seller may transfer personal information about the Buyer to a Credit Agency pursuant to cl 2f above.
These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England and Wales.
All specifications and notices relied on by either party and all variations to this agreement must be in writing and include a duly authorised signature.
Nothing in these Terms shall affect the rights of Consumers.
All clauses and sub-clauses of this Agreement are severable and if any clause or identifiable part thereof is held to be unenforceable by any court of competent jurisdiction then such enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions.