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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 For the Supply of Goods and Services

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 (including the attached schedule(s)) as amended from time to time in accordance with clause 15.7;
“Contract” the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions;
“Customer” the person or firm who purchases the Goods and/or Services from the Supplier;
“Deliverables” the deliverables set out in the Order;
“Delivery Location” has the meaning set out in clause 4.2;
“Force Majeure Event” has the meaning given to it in clause 14.1;
“Goods” the goods (or any part of them) set out in the Order;
“Goods Specification” any specification for the Goods, including any relevant plans or 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 purchase order form in accordance with the Supplier’s proposal;
“Services” the services supplied by the Supplier to the Customer as set out in the Service Specification below;
“Service Specification” the description or specification for the Services provided in writing by the Supplier to the Customer;
“Supplier” Stewart Signs Limited registered in England and Wales with company number 00782263;
“Supplier Materials” has the meaning set out in clause 8.1.7.
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 in accordance with these Conditions and the Supplier’s proposal.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date“).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue unless otherwise stated on the Supplier’s proposal.

3

Goods

3.1 The Goods are described in the Supplier’s catalogue or a Goods Specification (as applicable).
3.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4

Delivery of Goods

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location“) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event; the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6

If the Customer fails to accept the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the sixth Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If 20 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5

Quality of Goods

5.1 Save as set out in clause 5.2, the Supplier warrants that on delivery and for a period of 12 months from the date of delivery (“warranty period“), the Goods shall conform in all material respects with their description and any applicable Goods Specification and be free from material defects in design, material and workmanship.
5.2 Where the Supplier is not the manufacturer of any part of the Goods, the Supplier’s obligation shall be limited to using reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.
5.3

Subject to clause 5.4, if:5.3.1  the Customer gives notice in writing during the warranty period that some or all of the Goods do not comply with the warranty set out in clause 5.1; and

5.3.2  the Supplier is given a reasonable opportunity of examining such Goods; and

5.3.3  the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost;

the Goods have been paid for in full by the Customer,

5.3.5  the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

 5.4

The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

5.4.1  the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.3;

5.4.2  the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

5.4.3  the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

5.4.4  the Customer alters or repairs such Goods without the written consent of the Supplier;

5.4.5  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

5.4.6  the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 3.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 3.

6

Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2

Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1  the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2  the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.

6.3

Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1  store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

6.3.2  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

6.3.4  notify the Supplier immediately if it becomes subject to any of the events listed in clause 1.2 to clause 13.1.4; and

6.3.5  give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4

Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1  it does so as principal and not as the Supplier’s agent; and

6.4.2  title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5

If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1.2 to clause 13.1.4, then, without limiting any other right or remedy the Supplier may have:

6.5.1  the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and

6.5.2  the Supplier may at any time:

(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(B) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.5

7

Supply of Services

7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, the Supplier’s proposal or accompanying timeline (as applicable), but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8

Customer’s obligations

8.1

The Customer shall:

8.1.1  ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate and that the Order and any such Goods Specification has been prepared by an authorised representative of the Customer;

8.1.2  co-operate with the Supplier in all matters relating to the Services;

8.1.3  provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

8.1.4  provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

8.1.5  prepare the Customer’s premises for the supply of the Services;

8.1.6  obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

8.1.7  keep and maintain all materials, equipment, artwork, tools, software, stencils, positives, documents and other property of the Supplier (“Supplier Materials“) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

8.1.8  comply with the provisions of Schedule A attached.

8.2

If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default“):

8.2.1  the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

8.2.2  the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and

8.2.3  the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9

Charges and payment

9.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s proposal.
9.2

The charges for Services shall be on a time and materials basis:

9.2.1  the charges shall be calculated in accordance with the Supplier’s standard daily fee rates, as set out in the Supplier’s proposal;

9.2.2  the Supplier’s standard daily fee rates for each individual person are calculated on the basis of an eight hour day from 9.00 am to 5.00 pm worked on Business Days;

9.2.3  the Supplier shall be entitled to charge an overtime rate of 50% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2.2; and

9.2.4  the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

9.3

The Supplier reserves the right to:

9.3.1  increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 6 weeks of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 3 weeks’ written notice to the Customer; and

9.3.2  increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(a)  any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b)  any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(c)  any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.4 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 each unit/vehicle/site or periodically where agreed.
9.5

The Customer shall pay each invoice submitted by the Supplier:

9.5.1  within 30 days of the date of the invoice unless otherwise agreed in writing; and

9.5.2  in full and in cleared funds to a bank account nominated in writing by the Supplier; and

9.6.3  time for payment shall be of the essence of the Contract.

9.6 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 Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7

If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment:

9.7.1  the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and

9.7.2  the Supplier may suspend all or part of its obligations under the Contract until payment has been made in full.

9.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10

Intellectual property rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. This includes but is not limited to the Intellectual Property Rights in or arising out of visuals, kit lists, fitting guides and maintenance guidelines.
10.2 Such Intellectual Property Rights may not be duplicated, altered or distributed without the Supplier’s prior written consent. The Supplier does not accept any contractual or consequential liability for the content, scale or dimensional accuracy of this document.
10.3 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
10.4 All Supplier Materials are the exclusive property of the Supplier.

11

Confidentiality

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. This clause 11 shall survive termination of the Contract.

12

Limitation of liability

12.1

Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

12.1.1  death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

12.1.2  fraud or fraudulent misrepresentation; or

12.1.3  any other liability which cannot be limited or excluded by applicable law.

12.2

Subject to clause 12.1:

12.2.1  the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

12.2.2  the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of the payments paid under the Contract.

12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.

13

Termination

 13.1

Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.1.1   the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

13.1.2  the other party takes any step 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;

13.1.3  the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

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

13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13.4

On termination of the Contract for any reason:

13.4.1  the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

13.4.2  the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

13.4.3  the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

13.4.4  clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14

Force majeure

14.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right  to terminate this Contract immediately by giving written notice to the Customer.

15

General

15.1 Assignment and other dealings

15.1.1  The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

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

15.2 Notices

15.2.1  Any notice or other communication given to a party under or in connection with this 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 prepaid first-class post or other next working day delivery service, or by 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 12.2(a); 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

15.3.1  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.

15.3.2  If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.4

Waiver

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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 any of the parties, nor constitute either party the agent of another party 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 Supplier.

15.8

Governing law

This agreement 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 Contract or its subject matter or formation (including non-contractual disputes or claims).

 

Schedule A

1

Work access

1.1 Delays caused by unsuitable site or vehicle conditions, or unavailability or at the scheduled time will result in a standing-time charge per hour per operative.
1.2 The Customer shall arrange for required site inductions to be provided free of charge to all the Supplier’s operatives prior to the work commencing and as new personnel are introduced to site. The Customer shall notify the Supplier if the duration of the site induction exceeds one hour to ensure work programmes are not compressed.
1.3 The Customer shall provide adequate working space around the vehicle or site and unimpaired access wherever possible. Access to rail units is at track level on a suitable road.
1.4 Any charges for use of site facilities will be paid by the Customer unless otherwise arranged in advance of arrival on site.

2

Work environment

Removal and application prices are based upon the Customer providing a suitable work environment, as defined by the nature of the work, which must be dust-free, suitably lit, ventilated and temperature controlled.

3

Work equipment and facilities

3.1 The Supplier undertakes to leave the site clean and tidy and the Customer or his agent, unless otherwise agreed, will provide at no cost to the Supplier the waste containers and then be responsible for disposal.
3.2 Access equipment is not included unless specified in our proposal.
3.3 Suitable 240V power and water supply to be provided for our equipment at no extra charge.
3.4 The Customer shall provide, if required, a secure storage area for the Supplier’s goods and equipment.
3.5 The Customer shall provide appropriate staff welfare facilities, to include toilets and canteen, plus adequate vehicle parking for all engineers in attendance.

4

Vehicle substrate cleaning and preparation

4.1 The Customer shall ensure that the vehicle bodywork is in a suitable condition, free of dents, dirt, liquid, dust or rust. Particular care should be taken to remove dirt from grooves and recesses. The Supplier is not responsible for cleaning vehicles unless otherwise stated; if the surface is unsuitable for work to take place then cancellation or delay charges may apply.
4.2 The Supplier will solvent wipe the cleaned surface to degrease prior to application of graphics.
4.3 Surface contamination or uncured paint is likely to lead to a graphic failure with no warranty remedy.
4.4 The Customer or his agent must ensure that any new painted surface has had sufficient time to dry and gas off as specified by the material manufacturer before the start of scheduled work.
4.5 The Customer will ensure all vehicles have reached the necessary minimum application temperature before the scheduled start time of any site work.
4.6 If the Supplier is not installing supplied graphics themselves, these conditions must be met along with those specified by the material manufacturer, to achieve desired durability and, if applicable, warranty cover.

5

Repairs to substrate

Cosmetic surface repairs, if specified within the scope of works, include sanding, filling, primer and paint.

6

Damage to substrate

Provided the Supplier uses reasonable care and skill during application and removal of graphics, the Supplier shall not be liable for any damage to substrate, in particular to body paintwork that is not originally applied by the vehicle manufacturer or to existing graphics to be over-applied.

7

Build tolerance

7.1 While every effort is made to produce graphics to maintain a consistent design throughout, the Supplier accepts no liability for variances caused by build tolerances.
7.2 If an issue arises due to build tolerance then the Supplier will discuss this with the on-site contact and agree the necessary remedy. If the remedy has an attributed cost this will require a variation order or AAW.

8

Artwork

8.1 Amendments to artwork or visual proofs are chargeable on an hourly basis. Rates are available on request.
8.2 Storage of artwork is charged at an annual charge.  Please request this service if required.