In these Conditions
“the Supplier” means First Signs and Labels (Bishops Stortford) Limited ;
Registered Office: 62 Hills Road Cambridge Cambs CB2 1LA
Registered in England 3888779
“the Customer” means the person firm or company buying goods from the Supplier;
“Goods” means the items forming the subject matter of the contract between the Supplier and the Customer;
“Parties” means the Supplier and the Customer;
“Order” means the Customer’s instructions to the Supplier to supply the Goods contained overleaf and the contract between the Supplier and the Customer formed on the Supplier’s acceptance of such instructions in accordance with clause 3.
Nothing in these Conditions shall exclude or restrict the conditions implied by Section 12 of the Sale of Goods Act 1979.
2. Incorporation of Conditions
These Conditions (together with those terms and conditions appearing overleaf) are the only terms or conditions on which the Supplier gives quotations or sells or supplies the Goods and (subject to the provisions of this Clause 2) override any other representations terms or conditions stipulated referred to or implied by the Customer or the Supplier its servants or agents whether in any order or in any document or in any negotiation or discussion. No variation of these Conditions shall be effective unless made in writing by or on behalf of the Parties.
3. Acceptance of Orders
The Supplier shall accept an Order if submitted in accordance with these terms and conditions unless in its absolute discretion the Supplier shall decline to do so. In any such event the Supplier shall return in the full the monies sent to it in accordance with these terms and conditions within seven days of receipt of such monies and thereafter the Supplier shall have no further liability to the Customer on any account whatsoever. Orders from a first time Customer must be accompanied by either two satisfactory trade references or a remittance in full payment for the Goods ordered.
4.1 Payment for the Goods shall be due at the time of Order (“the due date for payment”).
4.2 Payment shall be deemed not to have been made until any and all cheques drafts and bills by which payment is to be effected have been cleared or honoured (as the case may be).
4.3 The Supplier reserves the right to charge interest on payments outstanding after the due date for payment at the rate (both before and after judgment) of three per cent per annum above the Base Lending Rate of Barclays Bank plc from time to time, calculated on the outstanding balance (including interest) due from the due date for payment down to receipt by the Supplier of payment.
5. Despatch or Delivery of Orders
Any dates times or periods quoted by the Supplier for despatch or delivery of Goods are estimates only and the Supplier shall not be liable for failure to meet such estimates or for any costs charges or expenses incurred as a consequence of such failure and accordingly the Customer shall not be entitled to refuse to accept Goods merely because of such failure.
In its absolute discretion the Supplier may at any time permit cancellation of an Order and reserves the right to cancel any Order in the event of any breach of any of these Conditions by the Customer provided that in the event of any such cancellation the Supplier shall not be obliged to refund any monies paid by the Customer to the Supplier in respect of the Order which is subsequently cancelled.
7. Loss Damage or Non-Delivery
7.1 Where the Supplier undertakes carriage:
7.1.1 The Customer shall advise the Supplier in writing of any non-delivery of the whole or any part of any Order within ten days of the date estimated for delivery;
7.1.2 The Customer shall advise the Supplier in writing of any damage to Goods within three days of delivery.
7.2 Goods delivered in a damaged condition must be signed for as such and retained for the Supplier’s inspection if requested.
7.3 Where the Supplier is satisfied that damage occurred prior to delivery the Supplier may in its absolute discretion repair or (at the Supplier’s option) replace free of charge any part of the Goods so damaged.
No Goods will be accepted for return without the Supplier’s written authorisation.
Refunds are only available in exceptional circumstances and are at the discretion of the Supplier.
9.1 All specifications drawings and data contained in the Supplier’s published literature are hereby declared to be approximate only.
9.2 Where the Goods are manufactured in accordance with designs specifications drawings documents and or data supplied by the Customer the Supplier shall in no circumstances be liable for any costs charges damages losses (including loss of profit) or expenses of any kind incurred as a result of any defect or insufficiency in such designs specifications or drawings.
10. Exclusion of Liability
10.1 Except as expressly otherwise provided in these Conditions the Supplier shall be under no liability:
10.1.1 in respect of the quality condition or description of the Goods or their fitness for any particular purpose; or
10.1.2 for any loss or damage (whether direct or consequential) however caused to the Customer or to any other person; or
10.1.3 for death or personal injury (caused otherwise than by the negligence of the Supplier) to the Customer or to any other person.
10.2 Any term condition representation contrary to this Clause whether express or implied by Statute, Common Law, or otherwise, is hereby excluded.
10.3 Clauses 10.1 and 10.2 shall apply save that if any Act of Parliament or other Statutory Provision for the time being in force shall void or make unenforceable any of the provisions thereof the said paragraph shall be deemed to apply with the exclusion of the provisions thereof which shall be void or unenforceable as aforesaid.
11. Retention of Title
The property in the Goods shall be transferred to the Customer upon and only upon receipt by the Supplier of full payment of the price of the Goods and accordingly, prior to such transfer of title, the Customer shall have no right to re-sell, process, mix, alter or otherwise make use of or deal with the Goods and accordingly prior to such transfer of title shall store the Goods in such a way that they are clearly identifiable as the property of the Supplier.
12. Force Majeure
The Supplier shall not be liable in any way for any loss or damage arising directly or indirectly, through or in consequence of despatch or delivery of the Goods being prevented or delayed by any matters or things beyond the control of the Supplier including (but without limitation) machine failure or breakdown, or unavailability of parts or equipment, shortage of labour, raw materials, fuel or power on any account whatsoever, or any Act of God, fire, flood or tempest.
13. Customer’s Undertakings
The Customer shall at all times indemnify the Supplier in respect of all loss or damage suffered by any person firm company or property and against all actions claims demands costs charges or expenses in connection therewith for which the Supplier may become liable in respect of the Goods.
The Contract is personal to the Customer who shall not assign or charge the benefit thereof without the Supplier’s express written consent.
15. Default, Insolvency, etc.
15.1 If the Customer shall make default or commit a breach of these Conditions or of any other of his obligations to the Supplier, or if any distress or execution shall be levied upon the Customer’s property or assets, or if the Customer shall make or offer any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Customer is a limited company and any resolution or petition to wind up the Customer’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of the undertaking, property or assets or any part thereof the Customer (being a limited company) shall be appointed, then without prejudice to any other right or remedy available to the Supplier the Supplier may without notice
15.1.1 suspend or determine the Order or any unfulfilled part thereof; and
15.1.2 halt any Goods in transit; and
15.1.3 either by an agent or itself have access to the Customer’s premises for the protection, removal, realisation and disposal of any Goods at any time and from time to time in which the property shall not have passed from the Supplier to the Customer.
15.2 The granting by the Supplier to the Customer of time or any other indulgence forbearance or concession shall in no way prejudice or constitute a waiver of the Supplier’s entitlement to enforce any of its rights under the Contract (except and to the extent that it shall constitute a variation of these Conditions which has been made in accordance with Clause 2.2 above).
15.3 If the Supplier terminates the Order in accordance with this Clause, then, without prejudice to any other rights the Supplier may have, it shall be entitled to retain any advance payment made by the Customer.
16.1 Notices shall be made in writing and posted in a first-class pre-paid envelope to the Customer’s or Supplier’s address as shown respectively on the Order and Acceptance of Order or failing those to the address at which the one Party reasonably believes the other to be carrying on business.
16.2 A notice shall be deemed to have been given forty-eight hours after posting (or ninety-six hours after posting where the notice is sent from and/or addressed to an address outside the United Kingdom) and in proving such service it shall be sufficient to show that the envelope was properly addressed and put into the post.
17.1 The validity construction and performance of the Contract shall be governed by the Law of England.
17.2 These Conditions shall apply in full save that if any Act of Parliament or other Statutory Provision for the time being in force shall void or make unenforceable any of the provisions hereof these Conditions shall be deemed to apply with the exclusion of the provisions hereof which shall be void or unenforceable as aforesaid.