If you have any queries about our Terms & Conditions please contact
our team on 01493 419300.
Terms of Sale
'The Company' means Signwaves Limited, 'the Customer' means the person,
firm, company or corporation who orders, purchases and/or contracts to order or
purchase goods of the Company.
All quotations are made and all orders are accepted subject to the
following terms and conditions.
Any terms and conditions contained in any acceptance of this quotation which
vary, are contrary to or additional to those herein contracted shall be void
and of no effect. A customer desiring any reasonable amendment of those terms
should communicate with the Company before forwarding an acceptance. No
amendment of these terms shall be valid unless made in writing and signed by
Before using any of our products, the customer shall determine the suitability
of the product for its intended use, and the customer assumes all risks and
liability whatsoever in connection herewith. Signwaves shall not be liable
either in tort or in contract for any loss or damage - direct, incidental or
consequential, arising out of the use of, or the inability to use, any of our
3. Description of Goods
All specifications, drawings, illustrations, particulars of weight and
dimensions issued by the Company are approximate only and do not form part of
any terms, conditions or warranties of any contract entered into by the Company.
The Company may vary such specifications, drawings, illustrations, particulars
of weight and dimensions at any time and for whatever reason, without having to
give a reason or explanation.
4. Catalogues, Prices etc.
Catalogues, brochures and price lists and all other advertising matter are only
an indication of the type of goods offered by the Company they shall not
constitute a sale by description. All prices therein are intended to be correct
at the date of publication but are subject to increase, alteration or
withdrawal without notice.
All quotations made are applicable only to quantities specified and are valid
for 30 days from the date of quotation. The Company reserves the right to
increase its price to take account of variations in labour, material or other
costs between the date of quotation and the last date of delivery of the goods.
a. Verbal orders must be confirmed in writing within 48 hours.
b. If the Customer cancels any order before its completion he shall immediately
thereupon become liable to pay to the Company a sum equal to the cost of the
labour, materials and overheads expended in the execution of the said order up
to and including the date of the receipt of such cancellation plus the amount
of the profit which the Company would have made but for such cancellation.
7. Delivery and Passing of Risk
a. Any dates and times quoted for delivery are to be treated as an estimate and
the Company shall not be liable whatsoever for failure to deliver by such date
b. The risk in the goods shall pass to the Customer on delivery to the
Customer's premises or to any person or party authorised by the Customer to
c. We shall not be responsible for loss arising from delay or failure to
deliver arising from causes beyond our control. These include Act of God, war,
civil disturbance, riot, industrial action or dispute, natural calamity,
controls, restrictions or prohibitions of Government or other competent
authority, fire, flood, sabotage or non-availability of materials.
d. Responsibility for data submission as required by The Waste Electrical and
Electronic Equipment Regulations 2006 passes to resellers of products covered
by the regulations upon transfer of title to the goods.
8. Retention of Title
Goods shall remain the property of the Company until payment in full has been
received. Until title to the goods passes to the Customer he shall hold the
goods for the Company and shall store the goods in such a manner as they are
readily identifiable as the property of the Company. Ownership of all tooling
and film positives rests with the Company.
9. Intellectual Property
Ownership of all intellectual property rights in relation to design work
carried out by the company rests with the company unless otherwise provided for
by a separate agreement.
Goods will be despatched by the most convenient means unless otherwise agreed
in writing an
carriage will be charged at cost.
11. Loss or Damage in Transit
The Customer should notify, in writing, the Company and the Carrier within 3
days of delivery, any damage or loss of goods in transit. Non-delivery should
be notified in writing within 14 days of the date of invoice.
a. Where credit terms have not been agreed, payment should be made in full with
order or, where appropriate, immediately prior to despatch of the goods.
b. Unless otherwise agreed in writing the Company's credit terms are 30 days
from date of invoice. The company reserves the right to refer any unpaid invoice
beyond this point to a professional debt collection agency who will add a
surcharge of 15% of the invoice total plus VAT to cover the collection costs
incurred. This surcharge together with all other charges and legal fees
incurred will be the responsibility of the customer and will be legally
c. Where payment is not normally to be made until after delivery and the latter
is delayed by the Customer's inability or unwillingness to accept such delivery
at the time the goods are ready for despatch, the Company reserves the right to
demand immediate payment in full after giving notice of its readiness to
deliver the goods and to charge the Customer any storage expenses it may have
to incur, all such storage being entirely at the Customer's risk.
The Company shall not be under any liability to the Customer or to any third
party in respect of defects in goods delivered whether patent or latent or for
any injury, damage or loss resulting directly or indirectly from such defects
howsoever caused. Without prejudice to the foregoing the Company reserves the
right at its sole discretion to make replacement of goods or parts in respect
of any complaint in writing relating to alleged defects received by the Company
within one month of the date of delivery. The date of delivery for the purpose
of this clause shall be the date of delivery to a carrier by the Company.
All statutory warranties and conditions are hereby excluded as well as all
warranties and conditions made orally or in writing by whosoever given which
vary or are contrary to or in addition to the above terms of business except
those (if any) provided for by the note to Clause 2 hereof.
The contract shall be subject to the Laws of England and construed in all
respects as an English Contract.
Terms of Website
This Agreement sets forth the terms and conditions that govern your
access and use of the Signwaves Website.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE.
BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND
CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE AND SHOULD IMMEDIATELY CEASE
SUCH USE. SIGNWAVES MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH
MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED
AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE
AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL
BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
1. Copyright, Licenses and Idea Submissions
Domestic and International copyright and trademark laws protect the
entire contents of the Site. The owners of the intellectual property,
copyrights and trademarks are Signwaves, its affiliates and subsidiaries or
other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH,
UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE,
INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE.
Subject to more specific terms on individual Signwaves web sites, you
may print and download portions of material from the different areas of the
Site solely for your own non-commercial use provided that you agree not to
change or delete any copyright or proprietary notices from the materials
(certain areas require paid license fee prior to downloading any material). You
agree to grant to Signwaves a non-exclusive, royalty-free, worldwide, sub
licensable, perpetual license, with the right to sub-license, to reproduce,
distribute, transmit, create derivative works of, publicly display and publicly
perform any materials and other information (including, without limitation,
ideas contained therein for new or improved products and services) you submit
to any public areas of the Site (such as bulletin boards, forums and
newsgroups) or by e-mail to Signwaves by all means and in any media now known
or hereafter developed. You also grant to Signwaves the right to use your name
in connection with the submitted materials and other information as well as in
connection with all advertising, marketing and promotional material related
thereto. You agree that you shall have no recourse against Signwaves for any
alleged or actual infringement or misappropriation of any proprietary right in
your communications to Signwaves.
If you believe that content appearing on the Site constitutes copyright
infringement of another party’s rights, please follow the instructions on our
Copyrights and Copyright Web page.
Any names of Signwaves, or its Web sites, trade shows, publications,
products, content or services referenced herein or on the Site are the
exclusive trademarks or service marks of Signwaves, including the “look” and
“feel” of the Site, Signwaves’ color combinations, layout, and all other
graphical elements. Any use of Signwaves’ trademarks is strictly prohibited
without express permission from Signwaves. Other product and company names
mentioned in the Site may be the trademarks of their respective owners.
3. Use of the Site
You understand that, except for information, products or services
clearly identified as being supplied by Signwaves, Signwaves does not operate,
control or endorse any information, products or services on the Internet in any
way. Except for Signwaves identified information, products or services, all
information, products and services offered through the Site or on the Internet
generally are offered by third parties that are not affiliated with Signwaves.
You also understand that Signwaves cannot and does not guarantee or warrant
that files available for downloading through the Site will be free of infection
or viruses, worms, Trojan horses or other code that manifest contaminating or
destructive properties. You are responsible for implementing sufficient
procedures and checkpoints to satisfy your particular requirements for accuracy
of data input and output, and for maintaining a means external to the Site for
the reconstruction of any lost data.
Signwaves offers a search feature within the Site. Signwaves explicitly
disclaims any responsibility for the content or availability of information
contained in our search index or directory. Signwaves also disclaims any
responsibility for the completeness or accuracy of any directory or search
In connection with your use of the Site, you agree you will not:
a) Transmit any message, information, data, text, software or images,
or other content ("Material") that is unlawful, harmful, threatening,
abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or
otherwise objectionable that may invade another’s right of privacy or
b) Impersonate any person or entity, including but not limited to, a
Signwaves official, forum leader, guide or host or falsely state or otherwise
misrepresent your affiliation with a person or entity;
c) Post or transmit any Material that you do not have a right to
reproduce, display or transmit under any law or under contractual or fiduciary
relationships (such as nondisclosure agreements);
d) Post or transmit any Material that contains a virus or corrupted
e) Delete any author attributions, legal notices or proprietary
designations or labels that you upload to any communication feature;
f) Use the Site’s communication features in a manner that adversely
affects the availability of its resources to other users (e.g., excessive
shouting, use of all caps, or flooding continuous posting of repetitive text);
g) Post or transmit any unsolicited advertising, promotional
materials, “junk mail”, “spam,” “chain letters,” “pyramid schemes” or any other
form of solicitation or any non-resume information such as opinions or notices,
commercial or otherwise;
h) Violate any applicable local, state, national or international
i) Upload or transmit any Material that infringes any patent,
trademark, trade secret, copyright or other proprietary rights of any party;
j) Delete or revise any Material posted by any other person or
k) Manipulate or otherwise display the Site by using framing or
similar navigational technology, or
l) Register, subscribe, attempt to register, attempt to subscribe,
unsubscribe, or attempt to unsubscribe, any party for any Signwaves product or
service if you are not expressly authorized by such party to do so.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND
THE INTERNET. SIGNWAVES PROVIDES THE SITE AND RELATED INFORMATION “AS IS” AND
DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR
ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR
NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR
SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND
Signwaves SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR
INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO
EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE,
SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON
THE INTERNET GENERALLY. YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS
UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO
YOU. YOU ACCESS SUCH MATERIALS AT YOUR RISK. Signwaves HAS NO CONTROL OVER AND
ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
LIMITATION OF LIABILITY
IN NO EVENT WILL Signwaves BE LIABLE FOR (I) ANY INCIDENTAL,
CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND
THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY
INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE
SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF Signwaves OR ITS
AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER
INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH
THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU. IN SUCH STATES, Signwaves’ LIABILITY IS LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW.
You shall be responsible for obtaining and maintaining all telephone,
computer hardware and other equipment needed for access to and use of the Site
and all charges related thereto.
5. Indemnification and Reservation of Rights
You agree to indemnify, defend and hold harmless Signwaves, its
officers, directors, employees, agents, licensors, suppliers and any third
party information providers to the Site from and against all losses, expenses,
damages and costs, including attorneys’ fees, resulting from any violation of
this Agreement (including negligent or wrongful conduct) by you or your use and
access of the Site.
Signwaves reserves the right to release current or past member or Web
site user information if Signwaves believes that a member’s account is being
used to commit unlawful acts, if the information is subpoenaed and/or if
Signwaves deems it necessary and/or appropriate.
6. Third Party Rights
The provisions of paragraphs 3 (Use of the Site), and 5
(Indemnification) are for the benefit of Signwaves and its officers, directors,
employees, agents, licensors, suppliers, and any third party information
providers to the Site. Each of these individuals or entities shall have the
right to assert and enforce those provisions directly against you on its own behalf.
7. Term; Termination
Either party without notice may terminate this Agreement at any time for
any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea
Submissions), 3 (Use of the Site), 5 (Indemnification), 6 (Third Party Rights) and
11 (Miscellaneous) shall survive any termination of this Agreement.
8. Special Admonitions for International Use
Recognising the global nature of the Internet, you agree to comply with
all local rules including, without limitation, rules about the Internet, data,
e-mail, or privacy. Specifically, you agree to comply with all applicable laws
regarding the transmission of technical data exported from the United States or
the country in which you reside.
9. Dealings with Third Parties
Your participation, correspondence or business dealings with any third
party found on or through the Site, regarding the payment and delivery of
related goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and such
third party. You agree that Signwaves shall not be responsible or liable for
any loss, damage or other matters of any sort incurred as the result of any
The Site may provide, or third parties may provide, links to
non-Signwaves Internet World Wide Web sites or resources. Because Signwaves has
no control over such sites and resources, you acknowledge and agree that
Signwaves is not responsible for the availability of such external sites or
resources, and does not endorse and is not responsible or liable for any
content, advertising, products, or other materials on or available from such
sites or resources. You further acknowledge and agree that Signwaves shall not
be responsible or liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use of or reliance on any such
content, goods or services available on or through any such site or resource.
This Agreement shall all be governed and construed in accordance with
the laws of the State of Connecticut, United States applicable to agreements
made and to be performed in the State of Connecticut, United States. You agree
that any legal action or proceeding between Signwaves and you for any purpose
concerning this Agreement or the parties’ obligations hereunder shall be
brought exclusively in a federal or state court of competent jurisdiction
sitting in the County of Fairfield, State of Connecticut, United States.
Any cause of action or claim you may have with respect to the Site must
be commenced within one (1) year after the claim or cause of action arises or
such claim or cause of action is barred. Signwaves’s failure to insist upon or
enforce strict performance of any provision of this Agreement shall not be
construed as a waiver of any provision or right. Neither the course of conduct
between the parties nor trade practice shall act to modify any provision of
this Agreement. Signwaves may assign its rights and duties under this Agreement
to any party at any time without notice to you.
Any rights not expressly granted herein are reserved.
Terms of Purchase
1.1 “Purchaser” means Signwaves Ltd or Associate Company thereof and
on whose behalf an order is placed.
1.2 “Supplier” means the person, firm, company, agency or entity with
whom an order is placed.
1.3 “Goods and Services” means the articles, material, plant,
equipment or services or any combination of these described in an order and to
be supplied by the Supplier.
1.4 “Contract” means an agreement to purchase made subject to these
Terms and Conditions of Purchase.
1.5 “Acceptance” and “accepted” in relation to goods shall bear the
meanings they possess under the sale of Goods Act 1979.
2. Sole Conditions - Application of Terms and Conditions
2.1 These Terms and Conditions shall apply to all contracts by the
Purchaser for the purchase of goods, services or the carrying out of works to
the exclusion of any other terms and conditions unless otherwise agreed in writing
and duly executed as part of a Purchase Agreement.
2.2 Any previous terms and conditions, whether suggested in the course
of negotiations or otherwise, shall be of no effect, the only terms and
conditions shall be:
2.2.1 These Terms and Conditions of Purchase; unless expressly
over-ridden in the form of the contract Agreement,
2.2.2 Such Terms and Conditions, if any, set out and/or shown or
referred to in the Purchase Order and
2.2.3 Those Terms and Conditions which are implied by English law except
insofar as the same may conflict with .1 and/or .2 hereof and in the event of
any such conflict the Terms and Conditions referred to in .1 and .2 shall
2.2.4 If any of these terms of contract conflict or contradict then
those terms will over-ride each other in the following order of priority: (1)
any express written agreement from us; (2) our order; (3) these Terms.
2.3 Any written, printed or standard terms and conditions contained in
any document emanating from the Supplier shall have no legal effect whatsoever.
Any such terms and conditions appear in the documents only because they are
printed thereon and the Supplier waives any rights he may otherwise have to
rely on such terms and conditions.
2.4 In the absence of any acknowledgement or other correspondence in
regard to receipt of this order, acceptance of these Terms and Conditions shall
be deemed to be complete. In any case, the Contract shall be concluded on these
Terms and Conditions as soon as the supplier takes any step to deliver goods ordered,
or carry out works, or otherwise takes any action in part performance of the
3.1 Description and Quality:
3.1.1 The following provisions of this Condition shall apply without
prejudice to any other rights of the Purchaser, whether arising pursuant to the
express or the implied terms hereof, at common law or otherwise howsoever.
3.1.2 The Purchaser reserves the right to change specifications. Any
difference in price required by such changes shall be equitably adjusted and
the agreement shall be modified in writing accordingly.
3.1.3 The goods shall be supplied in strict accordance with the
description and specification contained or referred to in this order and shall
not exceed the quantity specified. No substitute materials should be used
without the prior written consent of the Purchaser. The Purchaser shall not be
liable for any excess costs or charges due to deviations from the description
and/or specification and/or stated quantity without prior agreement. If an
agreed deviation to specification or description would reduce your costs the
contract price will reduce to fairly reflect that saving.
3.1.4 If a supplier/sub-contractor is defined within the Purchasers
order the Supplier shall not change the source of supplier/sub-contractor
without approval from the Purchaser.
3.1.5 The goods supplied shall be of merchantable quality and fit for
their purposes. The goods shall comply with all statutory and other legal
requirements, all relevant standards and Codes of Practice, and contain no
deleterious, hazardous or defective materials or components. The Supplier shall
inform the Purchaser of changes to
location/processes/products/suppliers/sub-contractors that may affect the
quality/safety or environmental impact of the product supplied to the
Purchaser. The purchaser reserves the right to reject any of the goods which
are faulty and do not strictly conform to the quality, quantity, standard or
description as specified in this order or which do not conform to sample. The
Purchaser may return any rejected goods at the Supplier’s risk and expense.
3.2.1 Delivery notes must be forwarded with the goods on the day of
3.2.2 The Purchaser’s purchase order number, call off reference and date
thereof, and, where applicable, the shipping reference number, part numbers and
quantity in each container, must be quoted on all correspondence, including
delivery notes and invoices.
3.2.3 Separate invoices must be sent for each delivery and no sum may be
invoiced after 6 months.
3.2.4 Save as in herein expressly provided this agreement can be
modified or varied only in writing signed by both parties and their duly
3.2.5 The Supplier shall notify Purchaser regarding any changes of
manufacturing facility location.
3.2.5 Documentation for imports
A full set of negotiable documents for presentation to Shipping Cost
Carriers and Customs & Excise should be available to the Purchaser’s
clearance agents in sufficient time prior to arrival of vessel to enable
clearance to be made. Extra costs incurred due to late documents will be passed
back to the Supplier.
3.2.6 Records are to be retained for seven years. No disposal of records
is to be undertaken by Supplier without the written authority of the Purchaser.
3.3.1 All goods shall (unless otherwise agreed) be delivered, insured
and carriage paid, to
The delivery address specified on the purchase order or as directed by
3.3.2 The goods shall be properly marked and packed, and protected
against damage and deterioration in transit.
3.3.3 The Purchaser reserves the right to change delivery date.
3.3.3 Unless otherwise agreed in writing between the Purchaser and the
Supplier, time shall be of the essence and the delivery date or dates specified
in this order shall be a condition of the Contract.
3.3.4 The Supplier shall promptly notify the Purchaser in writing of any
delay in delivery and the likely duration of the delay. The Purchaser shall on
receipt of such notice or on non-delivery of the goods on the specified date,
have the option to treat the contract as repudiated and place orders elsewhere,
and in the event of such action the Purchaser will not be guilty of any breach
of the contract.
3.3.5 The Purchaser shall not be required to take delivery prior to the
3.3.6 Shipping terms shall be in accordance to Incoterms 2010.
The property in the goods shall pass to the Purchaser on delivery or
when the goods are appropriated to the Contract, whichever is the earlier.
Any goods provided by us to you on a free issue basis will remain our
absolute property throughout, and will be at your risk while the goods are, or
are supposed to be, in your possession. You are not to part with possession
(save to us) unless with our express prior consent.
All goods ordered shall be at the Supplier’s risk until delivered in
accordance with the Contract and accepted at the delivery address stated
overleaf or as directed by the Purchaser. You will insure yourselves and any
product, tooling or equipment held by yourselves and owned by the Purchaser
against all normal insurance risks relevant to your work for us, on terms and
for amounts consistent with normal business prudence. You will demonstrate to
us the terms and currency of any such insurance upon request.
3.6 Returnable Packages
The Purchaser shall not be liable to return any packing materials, cases
or other containers unless it has been agreed in writing to do so.
Returnable packages shall be at the Supplier’s risk except while in the
3.7 Price and Payment
3.7.1 The Purchaser will only be responsible for prices or charges
payable that are stated on the purchase order. These prices will assume that
(unless otherwise expressly stated) all incidental expenses, taxes, levies,
duties, imports and the like are included.
3.7.2 When invoices subject to discount are not posted on the date
thereof, the discount period will be calculated from the date the invoices are
received by the Purchaser.
3.7.3 Unless the purchase order otherwise states, payment for goods
accepted by the Purchaser will normally be made at the end of the month
following the month of delivery.
3.7.4 We will be entitled to set off against the price any money owed to
us by you.
3.8 Patents, trademarks, etc.
The Supplier guarantees that the sale or use of the good will not
infringe any British or foreign patent, copyright, trade mark, trade name,
registered design, or other intellectual property right, and undertakes to
indemnify and keep the Purchaser indemnified against all actions, judgments,
decrees, costs, claims, demands and expenses resulting from any actual or
alleged infringement, and undertakes at his own expense to defend or assist in
the defence of any suit or action which may be brought in this connection.
The Purchaser shall have a reasonable time after delivery within which
to inspect the goods. The Purchaser shall not be deemed to have accepted the
goods, nor shall the property within the goods pass from the Supplier to the
Purchaser, until the Purchaser has completed his inspection and has
acknowledged that they correspond with the specifications, requirements or
samples as notified to the Supplier. Where the inspection of the goods has been
made before delivery and the Purchaser has acknowledged that they correspond
with its specifications, requirements or samples as notified to the Supplier,
the property in the goods shall pass when the Supplier delivers the goods to
the Purchaser at the place designated by the Purchaser. If the Purchaser
refuses to accept the goods or part of them, having the right to do so, it will
be at the Suppliers expense, return the goods to the Supplier or otherwise
dispose of them as the Supplier shall reasonably request. The cost of
inspection of goods rightfully rejected shall be charged to the Supplier. If
part only of the goods are found on inspection to be defective or not in
accordance with the Purchasers specifications, requirements or samples, the
Purchaser shall have the right to cancel any unshipped portion of the order.
The Supplier may be given the opportunity to inspect goods rejected by
the Purchaser within 7 days of notification by the Purchaser. At the end of
this period the goods will be dispatched without further notice to the
Payment for goods prior to inspection or failure to inspect the goods
shall not constitute acceptance thereof and is without prejudice to any and all
claims the Purchaser may have against the Supplier.
The risk of loss or damage to the goods shall remain with the Supplier until
the property in the goods has passed to the Purchaser.
The Purchaser has the right, at its expense, to engage an independent
inspection, to inspect and/or test the purchased goods prior to shipment. The
Supplier shall provide all reasonable facilities and assistance for the safety
and convenience of such inspectors in the performance of their duties. Based
upon such an inspection, the Purchaser has the right to reject non-conforming
or defective purchased goods and/or packaging or to require their correction.
Furthermore, the Purchaser, including its customers and any regulatory
authorities, reserves all right of access to records and applicable areas of
the Suppliers facilities, to include the entire supply chain in fulfilling this
4. Indemnity and Liability
4.1 Without prejudice to any other rights of the Purchaser whether
arising pursuant to the express or implied terms hereof, at common law, by
statute, or otherwise howsoever, the Supplier shall indemnify the Purchaser
against each and every of the matters set out hereafter to the extent that the
same is caused by defective design, workmanship or materials, or by any defect
in the goods supplied or by the failure of the Supplier to supply the goods in
accordance with the terms of the Contract, or by any other breach, default,
negligence or non-compliance of the Supplier or his sub-contractors (if any)
relating to or in connection with this order:
4.2 Any loss, expense, damage or injury whatsoever and whensoever
arising suffered by the Purchaser;
4.3 Any liability of the Purchaser to a third party whatsoever and
4.4 any consequential or indirect loss or damage whatsoever and
whensoever arising, including without limitation loss of profits, loss of
reputation, loss of use or loss of contract, sustained by the Purchaser of for
which the Purchaser may be liable;
4.5 Any claim in respect of or any liability for breach of any
statutory or common law duty;
4.6 All legal costs or expenses, or expert’s fees.
5. Force Majeure
5.1 Neither party shall be liable for delay in performing or failure
to perform obligations if the delay or failure results from Force Majeure,
provided that the party affected shall promptly notify the other in writing of
the reasons for the delay. Such delay or failure shall not constitute a breach
of the Contract and the time for administration shall be extended by a period
equivalent to that during which performance is so prevented provided that if
such delay or failure persists for more than sixty (60) days nothing in this
Clause shall be taken to limit or prevent the exercise by the Purchaser of its
rights of cancellation under Clause 8.
5.2 For the purposes of the Contract “Force Majeure” shall mean Act of
God, lock-out, strike, industrial dispute, embargo, accident, civil commotion,
riot, war, fire, breakdown, inclement weather, shortage of materials,
interruption of transport, Government action or any other cause whatsoever
beyond reasonable control of the party affected
6.1 The following provisions of this Condition shall apply without
prejudice to any other rights of the Purchaser, whether arising pursuant to the
express or implied terms hereof, at common law or by statute or otherwise
6.2 Any breach of any term of this order or of any of these Conditions
by the Supplier regarding time of delivery shall (whether or not the Purchaser
has accepted the goods or any part thereof, and whether or not the property in
the goods has passed to the Purchaser) entitle the Purchaser at its option
either to treat the Contract as repudiated or treat any such breach as a breach
of warranty giving rise to a claim for damages.
6.3 If at any time after acceptance by the Supplier of an undelivered
order the Supplier (being an individual) commits an act of bankruptcy or
compounds or makes any arrangement with his creditors, or the Supplier (being a
company) goes into liquidation either voluntarily or compulsory (except a
voluntary solvent liquidation for the purposes of amalgamation or
reconstruction) or has a receiver or administrative receiver appointed over any
of its assets, or applies for or is the subject of an administration order the
Purchaser may at its option cancel any such order by written notice to the
Supplier, without any liability whatsoever on the part of the Purchaser. The
provisions of Condition 7 shall not apply to any such cancellation. On
cancellation pursuant to this Condition:
6.3.1 The Contract price shall cease to be payable;
6.3.2 Any sums previously paid by the Purchaser to the Supplier shall be
6.3.3 the Purchaser shall not be liable for any loss or damage,
including consequential or indirect loss, howsoever arising, suffered by the
Supplier or any third party as a result of such cancellation.
6.4 No waiver by either Supplier or Purchaser with respect to any
breach or default of or with respect to any provision or condition of this
order and no course of dealing shall be deemed to constitute a waiver or any
other breach or default of or with respect to the same or any other provisions
or condition of this agreement.
No time given or concession made on the part of the Purchaser shall be
construed as a waiver of any of its rights or remedies
7.1 Without prejudice to any other rights of the Purchaser, whether
arising pursuant to the express or implied terms hereof, at common law or by
statute or otherwise howsoever, the Purchaser shall have the right to cancel
this order in whole or in part at any time for any reason whatsoever by giving
the Supplier notice thereof in writing. In such event the Purchaser shall pay
to the Supplier (except where the order has been cancelled due to breach or
anticipatory breach by the Supplier) the cost of all goods delivered in
accordance with the Contract at the time of cancellation, and a fair and
reasonable sum for all materials used and work done up to the time of the
cancellation, whereupon the property in such materials shall pass to the
Purchaser. The Purchaser shall not be liable for any loss or damage including
consequential or indirect loss or damage suffered by the Supplier or any third
party as a result of such cancellation. Cancellation pursuant to this provision
shall be without prejudice to any liability of the Supplier to the Purchaser.
8.1 Without prejudice to any other rights of the Purchaser, whether
arising pursuant to the express or implied terms hereof, at common law, or by
statute or otherwise howsoever, if, within a period of 12 months from the date
of delivery or the completion date of the works (as the case may be), the goods
or the works or any part thereof are found not to be or to remain of
merchantable quality or fit for their purposes, or show any defects in design,
workmanship or materials or are found not otherwise to comply with the Contract
(such failures and defects being hereinafter referred to as ‘defective goods’
or defective works’ as appropriate), the Purchaser may at its option either:
8.1.1 require the Supplier to repair or replace such defective goods or
defective works to the satisfaction of the Purchaser (in which case this
Condition shall apply to the repaired or replacement goods or works, the
applicable period of 12 months running from the date of repair or replacement);
8.1.2 Reject such defective goods or defective works, in which case:
18.104.22.168 in the case of defective goods, the Purchaser shall return the
same to the Supplier at the Supplier’s risk and expense and the Purchaser shall
be entitled to purchase equivalent goods elsewhere and any additional expense
incurred in connection therewith shall be reimbursed in full forthwith by the
22.214.171.124 In the case of defective works, the Purchaser shall be entitled to
have the defective works repaired or replaced by others and any additional
expense incurred in connection therewith shall be reimbursed in full forthwith
by the Supplier.
9. Compliance With Statutes, etc.
9.1 Without prejudice to any rights of the Purchaser, whether arising
pursuant to the express or implied terms hereof, at common law, by statute or
otherwise howsoever, the Supplier warrants that the goods and/or works comply
in all respects including their quality, design, materials, construction and
workmanship with all statutes, statutory rules, orders, regulations and Codes
of Practice which may be enforced or which may in any way apply to the goods.
The Supplier undertakes to indemnify the Purchaser and keep it indemnified
against all loss, damage (including any consequential or indirect loss or
damage), costs, expenses, claims and proceedings whatsoever which the Purchaser
may suffer or incur or to which the Purchaser may be subjected by reason of any
breach of the said warranty.
10.1 The Supplier shall not without the prior written consent of the
Purchaser assign or sub-contract any contract or any part thereof (except for
materials and minor details the makers or suppliers of which have specified in
this order). Any such consent shall not, in the case of sub-contracting,
relieve the Supplier of his obligations or any liability arising under the
Contract or these Terms and Conditions of Purchase.
11. Health and Safety
11.1 Without prejudice to the generality of the foregoing clauses and
statutes, all packing (including containers, wrappings and pallets) shall be
safe and without risk to the health and/or welfare of the Purchaser’s business
and persons using the Purchaser’s premises.
12. Confidentiality and Advertising
12.1 The Supplier shall treat this order and all designs, drawings,
specifications and information supplied therewith or subsequent thereto as
confidential and shall not disclose the same to any third party without the
Purchaser’s prior written consent or infringe any copyright, patent, trade
mark, trade name, registered design or other intellectual property right vested
in the Purchaser.
12.2 Furthermore, all tools, patterns, samples, documents and other
information supplied by the Purchaser or created by the Supplier for the
Purchaser shall at all times remain the exclusive property of the Purchaser and
be subject to recall by the Purchaser at any time.
12.3 The Supplier shall not without first obtaining permission in
writing advertise or publish the fact that they supply goods, materials and
services to the Purchaser nor to any of the Purchasers customers.
12.4 The Supplier shall not manufacture, sell or supply directly or
indirectly for the benefit of itself or any third party any item made in
accordance with the Purchasers information, specifications, designs, drawings
or samples without the Purchasers prior written consent.
13.1 In the event of the invalidity or unenforceability of any of these
Conditions or any paragraph, sub-paragraph or part thereof, the same shall be
severed and shall not affect the validity or enforceability of the remaining
14.1 Any notice to be given pursuant to these Terms and Conditions of
Purchase shall be in writing and addressed to the Supplier at the last address
which the Supplier shall have notified in writing to the Purchaser for the
purpose. Or failing such notification shall be at the Supplier’s registered
office or principal place of business.
15. Governing Law
15.1 The Contract is made in England and, together with these Terms and
Conditions of Purchase shall be governed by and construed in accordance with
English law. All parties to the Contract agree to submit to the exclusive
jurisdiction of the English Courts for the purpose of determining any claim,
dispute, or difference arising under, in relation to, or in connection with the
Contract or these Terms and Conditions of Purchase.