STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS OF
Signs of the Times Ltd (SOTT)
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from SOTT;
1.2 “Goods” means the articles to be supplied to the Buyer the from SOTT;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by SOTT as amended from time to time;
1.5 “SOTT” means Signs of the Times Limited, Tebworth, Beds., LU7 9QG
1.6 “Writing” includes such forms of communication as facsimile, e-mail and comparable forms of communication.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by SOTT to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the SOTT in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by SOTT.
3 ORDERS AND SPECIFICATION
3.1 The price of the Goods shall be the price ruling at the date of despatch and shall be exclusive of VAT and delivery charges and expenses including during transit which the buyer shall be additionally liable to pay to SOTT.
3.3 No order may be cancelled by the buyer without the written consent of SOTT which shall only be given on terms that the Buyer shall indemnify SOTT in full against all loss (including loss of profit), costs (including cost of labour and materials used), damages, charges and expenses incurred by the SOTT as a result of such cancellation.
4 PRICE AND PAYMENT
4.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the buyer.
4.2 Quotations are valid for 90 days from date of issue and orders are not accepted until written confirmation is received.
4.3 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller except for:-
a) first time buyers and or buyers of bespoke products, who will be required to pay half or all of the total costs prior to commemcement of manufacture.
Most credit cards and debit cards are accepted.
4.4 SOTT shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.5% per annum above the base rate of the Bank of England.
4.5 If payment of the price or any part thereof is not made by the due date, SOTT shall be entitled to:
4.5.1 require payment in advance of delivery in relation to any Goods not previously delivered;
4.5.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
4.5.3 terminate the contract.
4.6 Where the price of 2nd and subsequent identical signs is quoted, all signs must be ordered together. If further identical signs are ordered at a later date a setup cost will be charged.
5.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract. In respect to bespoke goods SOTT reserves the right to interpret the Buyer’s instructions to suit the method of manufacture. This includes the interpretation of relief work and the painting of the article or articles commissioned.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by SOTT. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by SOTT is an estimate only. Time for delivery shall not be of the essence of the contract.
6.3 If SOTT is unable to deliver the Goods for reasons beyond its control, then SOTT shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify SOTT of the damage within 24 hours of delivery all packaging material must be retained for inspection. If the goods are recived from a carrier they should be inspected before the mandate is signed the the goods are received in good condition. If the goods are found to be damaged upon inspection then the carrier’s mandate should be signed as “damaged”.
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the SOTT’s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until SOTT has been paid in full for the Goods.
9.1 Subject to payment for the goods having been made in full SOTT warrants that the Goods will correspond with any agreed specification (subject to 5.1 above) and will be free from defects caused by reason of faulty materials or workmanship for a period of 30 days from delivery. In the event of any such defects arising during such period SOTT will repair such defects or replace defective Goods free of charge subject to the Buyer notifying SOTT in writing immediately upon the defect becoming apparent. SOTT makes no warranty that the Goods will be fit for any particular purpose even where that purpose has been disclosed to SOTT.
9.2 Any Goods to be repaired or replaced shall be returned to SOTT at the Buyer’s expense, if so requested by SOTT.
9.3 Where the Goods have been manufactured and supplied to SOTT by a third party, any warranty granted to SOTT in respect of the Goods shall be passed on to the Buyer.
9.4 SOTT shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
9.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.
10.1 No liability of any nature shall be incurred or accepted by SOTT in respect of any representation made by SOTT, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
10.1.1 the correspondence of the Goods with any description;
10.1.2 the quality of the Goods; or
10.1.3 the fitness of the Goods for any purpose whatsoever.
10.2 No liability of any nature shall be accepted by SOTT to the Buyer in respect of any express term of this contract where such term relates in any way to:
10.2.1 the correspondence of the Goods with any description;
10.2.2 the quality of the Goods; or
10.2.3 the fitness of the Goods for any purpose whatsoever.
10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to SOTT or not) are hereby excluded from the contract.
11 LIMITATION OF LIABILITY
11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, SOTT shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of SOTT for death or personal injury as a result of SOTT’s negligence or that of its employees or agents.
12 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of SOTT, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in SOTT by the execution of appropriate instruments or the making of agreements with third parties.13
13 FORCE MAJEURE
SOTT shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and SOTT shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as SOTT considers unreasonable, it may, without liability on its part, terminate the contract.
14 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
15 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and SOTT for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of SOTT.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
18 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Signs of the Times Limited, Wingfield Road, Tebworth, Bedfordshire, LU7 9QG. T 01525 874185 F 01525 875746 email firstname.lastname@example.org
STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS OF