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Stewart Signs Ltd
Trafalgar Close
Chandler’s Ford Industrial Estate
Eastleigh, Hampshire
United Kingdom
SO53 4BW
 
Email: sales@stewartsigns.co.uk

Tel: +44 (023) 8025 4781
Fax: +44 (023) 8168 0078

Terms and Conditions of Purchase

Last updated: March 2017

1

Interpretation

1.1 Definitions
In these Conditions, the following definitions apply:
“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Commencement Date” has the meaning set out in clause 2.2;
“Conditions” these terms and conditions as amended from time to time in accordance with clause 15.7;
“Contract” the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions;
“Customer” Stewart Signs Limited a company registered in England and Wales with company number 00782263;
“Customer Materials” has the meaning set out in clause 5.3.9;
“Deliverables” all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);
“Goods” the goods (or any part of them) set out in the Order;
“Goods Specification” any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier;
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Order” the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form;
“Services” the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification;
“Service Specification” the description or specification for Services agreed in writing by the Customer and the Supplier;
“Supplier” the person or firm from whom the Customer purchases the Goods and/or Services.

1.2

Construction

In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes and e-mails.

2

Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
2.2.1  the Supplier issuing written acceptance of the Order; or
2.2.2  any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
2.5 The Supplier shall ensure that the Order number is quoted in all correspondence relating to the Order.

3

Supply of Goods

3.1 The Supplier shall ensure that the Goods shall:
3.1.1  correspond with their description and any applicable Goods Specification;
3.1.2  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgment;
3.1.3  where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery unless a different period is specifically stated; and
3.1.4  comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 It is a requirement of each Order that Goods bearing ‘Use By’ and/or ‘Best Before’ dates are supplied from the Supplier’s stock with the longest remaining shelf life.
3.3 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3.4 The Customer shall have the right to inspect and test the Goods at any time before delivery.
3.5 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.6 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

4

Delivery of Goods

4.1 The Supplier shall ensure that:

4.1.1  the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

4.1.2  each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;

4.1.3  if the Supplier requires the Customer to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier; and

4.1.4  where appropriate, Goods delivered shall be accompanied by a Material Safety Data Sheet.  The Supplier shall be responsible for obtaining proof of delivery from the authorised representative of the Supplier.

4.2 The Supplier shall deliver the Goods:

4.2.1  on the date and at the time specified in the Order;

4.2.2  to the address as set out in the Order or as instructed by the Customer before delivery (“Delivery Location”);

4.2.3  during the Customer’s normal hours of business on a Business Day, or as instructed by the Customer.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1.
4.5 Title and risk in the Goods shall pass to the Customer on completion of delivery.

5

Supply of Services

5.1 The Supplier shall provide the Services to the Customer in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Customer.
5.3 In providing the Services, the Supplier shall

5.3.1  co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;

5.3.2  perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

5.3.3  use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract;

5.3.4  ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;

5.3.5  provide all equipment, tools and vehicles and such other items as are required to provide the Services;

5.3.6  use the most suitable goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;

5.3.7  obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations including the Bribery Act 2010;

5.3.8  observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;

5.3.9  hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (“Customer Materials”) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;

5.3.10   not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services; and

5.3.11  not do or omit to do anything which may cause the Customer to be subject to any fines or penalties.

6

Customer remedies

6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights:

6.1.1  to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.1.2  to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

6.1.3  to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party;

6.1.4   where the Customer has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and

6.1.5  to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates.

6.2

If the Goods are not delivered by the applicable date, the Customer may, at its option, claim or deduct 5% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 100% of the total price of the Goods. If the Customer exercises its rights under this clause 6.2 it shall not be entitled to any of the remedies set out in clause 6.1 in respect of the Goods’ late delivery.

6.3.1  to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

6.3.2  to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.3.3  to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

6.3.4  to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

6.3.5  to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and

6.3.6  to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.

6.3 if the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or remedies, the Customer shall have one or more of the following rights, whether or not it has accepted the Goods:
6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
6.5 The Customer’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.

7

Customer’s obligations

7.1 The Customer shall:

7.1.1  provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of providing the Services; and

7.1.2  provide such information as the Supplier may reasonably request for the provision of the Services and the Customer considers reasonably necessary for the purpose of providing the Services.

8

Charges and payment

8.1 The price for the Goods:

8.1.1  shall be the price set out in the Order which shall remain fixed and firm for the duration of the applicable Contract, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and

8.1.2  shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer.

8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
8.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant purchase order number; proof of posting photos; description of the applicable Goods/Services ordered; job sheets signed by the client; photographs; chassis, tag, unit, site or vehicle registration numbers; completed daily vehicle report; vehicle condition report; site report; signed attendance and compliance registers.
8.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts within 45 days of the end of the month of receipt of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the HSBC Banks base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.
8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
8.8 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

9

Intellectual property rights

9.1 In respect of the Goods and any goods that are transferred to the Customer as part of the Services under this Contract, including the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to sell and transfer all such items to the Customer.
9.2 The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
9.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
9.4 The Supplier shall, promptly at the Customer’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 9.2.
9.5 All Customer Materials are the exclusive property of the Customer.

10

Insurance

During the term of the Contract and for such period thereafter as shall be stated in the supplier approval process, the Supplier shall maintain in force, with a reputable insurance company, such cover as shall be stated in the supplier approval process to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce the insurance policy certificate, details of the cover provided and evidence that the cover is still in force in respect of each insurance.

11

Confidentiality

11.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
11.2 The Supplier shall not make, or permit any person to make or post, any public announcement or communication (whether on social media or otherwise) concerning any Deliverables, Goods or Services developed or provided by the Supplier, the existence, subject matter or terms of a Contract, or the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the Customer, except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
11.3 This clause shall survive termination of the Contract.
11.4 Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this clause by the other party.  Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this clause.

12

Termination

12.1 Without limiting its other rights or remedies, the Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress at the time of termination (in the case of fitting contractors this will be limited to no fee where more than 48 hours’ notice is given; no more than 50% of the direct shift value where more than 24 hours’ notice is given; and up to 75% of the direct shift value for where less than 24 hours’ notice is given), but such compensation shall not include loss of anticipated profits or any consequential loss.  Any claims for payments under this clause must be asserted by the Supplier within 45 days of receipt of the relevant notice of termination.
12.2 In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
12.3 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

12.3.1  the Supplier commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of receipt of notice in writing to do so;

12.3.2  the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

12.3.3    there is a change of Control of the Supplier;

12.3.4    the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

12.3.5    the Supplier takes steps or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

12.3.6    the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

12.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
12.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

13

Consequences of termination

On termination of the Contract for any reason, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

14

Force majeure

14.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control (“Force Majeure Event”).
14.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
14.3 If a Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than 10 Business Days, the Customer may terminate the Contract immediately by giving written notice to the Supplier.

15

General

15.1 Assignment and other dealings

15.1.1  The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

15.1.2  The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.

15.2 Notices

15.2.1  Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

15.2.2  A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

15.2.3  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.3

Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.4

Waiver

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.5

No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

15.6 Third parties A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.7

Variation

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

15.8

Governing law

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

15.9

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).