The Sign Workshop (UK) Limited

Terms of Business

1 Definitions
In this document, the following words shall have the following meanings:

'Buyer' s Provisions' has the meaning given in Clause 2.1.
'Conditions' has the meaning given in Clause 10.4.
'Delivery Date' means the date quoted by the Seller.
'Goods' & 'Price' mean the goods and price quoted by the Seller.

2 Conditions applicable
2.1 The express provisions of this document shall apply to the sale of the Goods by the Seller to the Buyer. Any provisions not set out in this document, including those of the Buyer which the Buyer applies or purports to apply, shall not be the terms and conditions concerning the sale of the Goods by the Seller to the Buyer, however such provisions are introduced (including but not limited to provisions included on purchase order, confirmations of order or similar documents) ('Buyer's Provisions').
2.2 An order for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to the provisions of this document and an agreement is formed when the Seller accepts the order.
2.3 Any variation to the provisions of this document (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Seller.

3 Description
The Buyer acknowledges and agrees that any description which is given or applied to any Goods:
3.1 is only for the purpose of identifying the goods; and
3.2 shall not make any sale a sale by description; and
3.3 is not relied on by the Buyer when entering into any agreement.

4 Sample
The Buyer acknowledges and agrees that where a sample of any Goods have been shown and/or inspected by the Buyer:
4.1 the sole purpose of so doing was to enable the Buyer to judge the quality; and
4.2 does not constitute a sale by sample.

5 Price
The Buyer shall pay the Price for the Goods as stated on the Seller's quotation and confirmed in an invoice, or as stated on the Seller's website at the time of ordering, except where parties have agreed subsequent variations in writing.

6 Payment
6.1 Payment for the goods shall be made at the time of ordering, or if the Seller agrees, at the time of delivery.
6.2 All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Buyer.
6.3 If payment is not received by the due date, the Seller shall be entitled:
6.3.1 to charge interest on the outstanding amount at the rate of 8% per annum above the base lending rate of Barclays Bank Plc plc, accruing daily;
6.3.2 to require that the Buyer make a payment in advance of any delivery not yet made;
6.3.3 not to make any delivery.

7 Delivery
7.1 The Seller shall deliver the Goods to the address of the Buyer on the Delivery Date. The cost of delivery shall be in addition to the Price and the Buyer will be notified of the amount at the time of ordering. The cost shall be subject to the method and speed of delivery, and shall be payable at the same in the same manner as the Price.
7.2 For the avoidance of doubt, the Delivery Date or other date given under any quotation or on the Seller's website is no more than an estimate, and shall not be of the essence.

8 Risk & Ownership
8.1 The Goods shall be at the Buyer's risk as from delivery.
8.2 In spite of delivery having been made, ownership in the Goods shall not pass from the Seller until:
8.2.1 the Buyer shall have paid the Price plus VAT in full; and
8.2.2 no other sums whatever shall be due from the Buyer to the Seller.
8.3 Until ownership in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
8.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that ownership in any of the Goods has not passed from the Seller.
8.6 Until such time as ownership in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

9 Damage during delivery and shortfalls
9.1 The Seller will, at its option, either make good by repair or the supply of a replacement, any Good damaged during delivery, provided that:
(1) the Buyer notifies the Seller in writing of the damage immediately; and
(2) the Seller is satisfied that the damage arise solely during delivery; and
(3) the Goods claimed to be damaged are properly packaged and returned to the "Customer Returns Department" of the Seller at the expense of the Buyer within 5 working days of the original delivery date.
9.2 The repaired or replacement Goods will be delivered to the Buyer to the original place of delivery.
9.3 As an alternative to Clause 9.1, the Seller shall be, in its absolute discretion, entitled to return the Price to the Buyer if the Buyer has already paid the Price when the damage is notified by the Buyer to the Seller.
9.4 In the event of any shortfall in the quantity of Goods delivered, the Buyer must notify the Seller in writing immediately and the Seller will investigate the matter within 5 working days.

10 Liability to Trade Customers
10.1 The Seller shall not incur or accept any liability concerning any representation made by the Seller (or made on the Seller's behalf) to the Buyer (or any person acting on behalf of the Buyer) prior to the making of any sale agreement where such representation was made or given in relation to the Conditions;
10.2 The Seller shall not accept any liability to the Buyer concerning any express term or provision in any sale agreement where such a term relates to the Conditions;
10.3 All terms, conditions or warranties implied by statutory or common law relating to the Conditions are excluded from any sale agreement to the fullest extent permitted by law;
10.4 The 'Conditions' shall mean:
10.4.1 the correspondence of the goods with any description; and/or
10.4.2 the quality of the goods; and/or
10.4.3 the fitness of the goods for any purpose(s) whatsoever (whether made known to the Seller or not).

11 Liability generally
11.1 Except in the case of death or personal injury caused by the Seller's negligence, the Seller's liability whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid to the Seller for any order.
11.2 The Seller shall not be liable to the Buyer in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Buyer of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
11.3 The Buyer shall indemnify and hold harmless the Seller from and against all claims and losses arising from loss, damage, liability, injury to the Seller's employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Seller by the Buyer.

12 Force majeure
The Seller shall have no liability or be deemed to be in breach of any sale agreement for any delays or failures in performance which result from circumstances beyond the reasonable control of the Seller.