Terms & Conditions of Sale

These are applicable in English law; with the following additional conditions.

1. Interpretation

“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods, and whose order for the Goods is accepted by the Seller.

“Conditions” means the Standard Terms and Conditions of sale set out here and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

“Contract” means the Contract for the purchase and sale of goods.

“Goods” means the Goods or service (including any instalment of the Goods or parts for them) which the Seller is to supply in accordance with these conditions.

“Seller” means Stewart Signs Ltd. (registered in England no. 782263).

“Writing” includes telex, email, facsimile transmission and other comparable forms of communications.

2. Basis of Sale

2.1 The Goods shall be Bought and sold in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written Order by the Buyer which is accepted by the Seller, subject to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation or order is accepted, or purported to be accepted. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of both Buyer and Seller.

2.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Prices

3.1 The acceptance of Order shall not preclude any consequent increase in price due to the Buyer negotiating an alteration to specification or quantity after the order has been accepted.

3.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Seller which is due to any factor beyond the control of the Seller.

3.3 The price is exclusive of any applicable Value Added (or similar) Tax, which the Buyer shall be additionally liable to pay the Seller

3.4 All prices quoted are Ex-Works unless otherwise stated and carriage will be charged extra. The Seller shall in addition be entitled to make a surcharge for any special carriage arrangements requested by the Buyer (e.g. Sameday, Courier, Overnight).

4. Orders & Specifications

4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

4.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms and specification in any order submitted by the Buyer and accepted by the Seller, and for giving the Seller any necessary information in sufficient time to enable the Seller to perform the contract in accordance with its terms.

4.3 Unless specifically agreed between the Buyer and Seller, the scope of the work shall be limited to the supply of goods, and not the application, maintenance, or erection of signs. Any such service performed by the Seller will be subject to an extra charge.

4.4 Unless specifically agreed, the Seller does not undertake to provide samples or proofs for the Buyer’s approval prior to the manufacture of the goods. If a proof or prototype is required an extra charge will be made. Author’s correction on or after this proof, including alterations in the style, will be charged for. Such proofs will be submitted to the Buyer for written acceptance, after which no liability will be accepted by the Seller for any errors not corrected by the Buyer.

4.5 The description of the goods shall be that set out in the specification agreed. The Seller will make every endeavour to supply the exact quantity specified, but the Seller reserves the right with printed work to supply and invoice up to the specified amount plus or minus five per cent on one colour and seven and a half per cent for printed goods in two or more colours.

4.6 The Seller undertakes that the goods shall comply with the agreed specification with crisp, clean printing and metalwork shall be within normal engineering tolerances. No assurance however can be given as to accurate sizes of Vinyl materials after production, since they are less dimensionally stable.

4.7 The Seller reserves the right to make any changes to the specification of the Goods which are required to conform with any applicable safety or other statutory instrument, or where the Goods are to be sold to the Seller’s specification, which do not materially affect the performance or quality of the Goods.

5. Terms of Payment

5.1 The Buyer will make payment to the Seller for the Goods in accordance with the terms agreed in the Contract. In the event of any delay beyond the agreed due date of payment, the Buyer agrees to pay the Seller in addition to the overdue amount, interest on that overdue sum calculated at the current rate set by the Late Payment of Commercial Debts (Interest) Act as may be amended from time to time.

5.2 Where no credit facility has been agreed for the Buyer by the Seller, no work shall commence after acceptance of the order by the Seller until the agreed amount for the Goods has been paid by the Buyer in full, and the Buyer shall be liable for any extra costs incurred by any delay in such payment.

5.3 If the Buyer fails to take delivery of the Goods or fails to provide adequate delivery instructions, unless the Seller is at fault, then without prejudice to any other remedy or right available to the Seller, the Seller may store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance), and extra carriage.

6. Suspension or Cancellation

6.1 No order which has been accepted by the Seller may be cancelled by the Buyer, except with the agreement in writing of the Seller and on the terms that the Buyer shall indemnify the Seller and agree to pay in full all losses (including profit) and costs, damages, charges and expenses incurred by the Seller up to and as a result of the cancellation. Completed or part completed goods will then become the property of the Buyer, and must be collected within seven days before they are destroyed.

7. Risk & Property

7.1 Risk of damage to or loss of the goods shall pass to the Buyer at the time the Seller notifies the Buyer that the Goods are available for collection, or at the time of delivery, or if the Buyer wrongfully fails to take delivery of the goods, at the time when the Seller or his agent has tendered delivery of the goods to the Buyer or his agent.

7.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold to the Buyer by the Seller for which payment is then due.

7.3 All origination including Artwork, tools, software, stencils, positives etc. shall remain the property of the Seller, unless specifically otherwise agreed, notwithstanding any origination or tooling charges made to the Buyer by the Seller.

8. Acceptance, Warranties & Liability

8.1 The Goods shall be accepted by the Buyer when the risk in the Goods passes to the Buyer, and payment shall become due to the Seller.

8.2 Any claims arising from damage in transit, shortages, or non-receipt of the Goods must be notified to the Seller in writing within 14 days of receipt by the Buyer of the advice note or invoice.

8.3 The Seller shall replace or credit, at his option, any Goods found, prior to acceptance by the Buyer, to be damaged on receipt or defective as to size, colour or shape as specified within the Contract, and shall not be liable to the Buyer for any loss, direct or indirect, resulting from any such deficiency.

8.4 The Buyer is responsible for ensuring that the Goods specified in the Contract are suitable for his required purpose. The Seller gives or implies no warranty or guarantee that the Goods supplied to the Buyer will be suitable or approved for any specific purpose, and no employee, agent or supplier of the Seller is authorised to warrant otherwise, either orally or in writing, or make any other representations concerning the Goods. Any advice or recommendation given by the Seller as to storage, application, durability, or use of the Goods is based upon experience, but is solely advisory and shall not place any liability upon the Seller. The Buyer will benefit from any warranty extended by a supplier of materials for the manufacture of the Goods by the Seller, only to the extent that such a supplier shall honour his warranty, and no liability shall be accepted by the Seller for the supplier’s failure to do so.

8.5 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions, or misuse of the Goods.

8.6 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification provided by the buyer.

8.7 The Seller, while making every endeavour to maintain continuity, accepts no responsibility or liability for any changes in material specification or colour by a supplier used in the manufacture of the Goods.

8.8 The despatch time quoted by the Seller is given in good faith as an estimate only, and the Seller shall not be liable for any loss or damage, arising directly on indirectly from any delay in the receipt of the goods, nor shall any such delay provide the grounds for the cancellation by the Buyer of the contract. The Seller undertakes to inform the Buyer at the earliest opportunity of any such anticipated delay due to circumstances beyond his control.

8.9 The Seller shall not be liable to the Buyer, or deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control.

8.9.1 Act of God, explosion, flood, tempest, fire or accident.

8.9.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition.

8.9.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

8.9.4 Import or export regulations or embargoes.

8.9.5 Strikes, lockouts or other industrial action or trade dispute (involving Seller’s or third party’s employees).

8.9.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery.

8.9.7 Power failure or machinery breakdown.

9. Illegal Matter

9.1 The Buyer shall indemnify the Seller against all losses, costs, damages, and expenses awarded against or incurred by the Seller in connection with or paid or agree to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

9.2 The Buyer shall likewise indemnify the Seller against all costs and liability resulting from the specified production of items of an illegal or libellous nature.

10. Insolvency

10.1 If the Buyer ceases to pay his debts in the ordinary course of business, is unable or deemed unable to pay his debts, has an administration order, becomes bankrupt, or goes into liquidation, an encumbrancer takes possession, or a receiver is appointed over part or all his assets, if the Buyer ceases or threatens to cease to carry on business, or if the Seller reasonably apprehends any of these events might occur, then, without prejudice to any other right or remedy, the Seller shall be entitled to cancel the Contract. The Buyer shall become immediately liable for all costs incurred by the Seller prior to cancellation, whether or not the Goods are completed, and if the Goods have been completed but not paid for, the price shall become immediately due and payable, notwithstanding any previous agreement to the contrary.

11. General

11.1 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be effected thereby.