The Buyer’s attention is in particular drawn tothe provisions of condition 10.4
1.1 In these Conditionsthe following words have the following meanings:
“the Buyer” the person(s), firm orcompany whose written order for the Goods is accepted by the Company;
“the Company” The Sign Group Ltd t/a The Sign Group (registered number6754012) whose registered office is at Unit 3 Maple Park, Lowfields Avenue,Leeds, West Yorkshire, LS12 6HH
“Contract” any contract between theCompany and the Buyer for the sale and purchase of the Goods, incorporatingthese Conditions.
“ContractPrice” meansthe total price payable by the Buyer to the Company under a Contract inaccordance with these Conditions.
“Goods” any goods which the Company is to supply to the Buyer (including any part or parts of them).
1.2 In these Conditionsreferences to any statute or statutory provision shall unless the contextrequires otherwise include a reference to that statute or statutory provisionas from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditionsreferences to the masculine include the feminine and the neuter and to the singularinclude the plural and vice versa as the context admits or requires.
1.4 In these Conditionsheadings will not affect the construction of these Conditions.
2.1 Subject to anyvariation under condition 2.3 the Contract will be on these Conditions to theexclusion of all other terms and conditions (including the exclusion of anyterms and conditions which the Buyer purports to apply under any purchaseorder, confirmation of order, specification or other document).
2.2 No terms orconditions endorsed upon, delivered with or contained in the Buyer’s purchaseorder, confirmation of order, specification or other document will form part ofthe Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditionsapply to all the Company’s sales and any variation to these Conditions and anyrepresentations about the Goods shall have no effect unless expressly agreed inwriting and signed by a Director of the Company.
2.4 Each order for Goodsby the Buyer from the Company shall be deemed to be an offer by the Buyer topurchase Goods subject to these Conditions.
2.5 No order placed bythe Buyer shall be deemed accepted by the Company until a writtenacknowledgement of order is issued by the Company or (if earlier) the Companydelivers the Goods to the Buyer. Acceptance of delivery of the Goods shall bedeemed to be conclusive evidence of the Buyer’s acceptance of these terms and conditions.
2.6 The Buyer must ensurethat the terms of its order and any applicable specification are complete andaccurate.
2.7 Any quotation isgiven on the basis that no Contract will come into existence until the Companydispatches an acknowledgement of order to the Buyer. Any quotation is valid fora period of 7 days only from its date, provided that the Company has notpreviously withdrawn it.
2.8 The Buyer shall signand return the written acknowledgement of order and artwork proof, and noContract shall come into force until these are received by the Company. TheCompany shall not be liable for any loss (including loss of profit) costs,damages, charges or expenses suffered or incurred by the Buyer as a result ofthe Buyer signing off an incorrect acknowledgement of order or artwork proof.
2.9 If the Goods are tobe manufactured or any process is to be applied to the Goods by the Company inaccordance with a specification submittedby the Buyer, the Buyer shall indemnifythe Company against all loss, damages, costs andexpenses awarded against or incurred by the Company in connection with or paidor agreed to be paid by the Company in settlement of any claim for infringementof any patent, copyright, design, trademark or other industrial or intellectualproperty rights of any person which results from the Company’s use of theBuyer’s specification.
2.10 The Company reservesthe right to make any changes in the specification of the Goods which arerequired to conform with any applicable statutory or EU requirements or wherethe Goods are to be supplied to the Company’s specification, which do notmaterially affect their quality or performance.
2.11 Subject to condition4.7 no order which has been accepted by the Company may be cancelled by theBuyer except with the written consent of the Company and on terms that theBuyer will indemnify the Company in full against all losses (including loss ofprofit) costs (including the costs of all labour and material used), damages,charges and expenses suffered or incurred by the Company as a result of such cancellation.
3.1 The description ofthe Goods shall be as set out in the Company’squotation.
3.2 All drawings,descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues orbrochures are issued or published for the sole purpose of giving an approximateidea of the Goods described in them. They will not form part of this Contract.
4.1 Unless otherwiseagreed in writing by the Company delivery of the Goods shall take place at the Buyers’place of business.
4.2 If carriage isrequired in accordance with condition 4.1 the Goods shall be delivered by suchmeans as the Company thinks fit unless the Buyer has specified in its order thedetails of the contract with a carrier which it reasonably requires havingregard to the nature of the Goods and the other circumstances of the case.
4.3 The carrier shall bedeemed to be the Buyer’s agent except for the purposes of section 44, 45 and 46of the Sale of Goods Act 1979.
4.4 Delivery of the Goodsshall be accepted at any time of day.
4.5 Any dates specifiedby the Company for delivery of the Goods are intended to be an estimate andtime for delivery shall not be made of the essence by notice. If no dates arespecified, delivery will be within a reasonable time.
4.6 Subject to the otherprovisions of these Conditions the Company will not be liable for any loss(including loss of profit), costs, damages, charges or expenses caused directlyor indirectly by any delay in the delivery of the Goods (even if caused by theCompany’s negligence), nor will any delay entitle the Buyer to terminate orrescind the Contract unless such delay exceeds 180 days.
4.7 If for any reason theBuyer does not accept delivery of any Goods when they are ready for delivery,or the Company is unable to deliver the Goods on time because the Buyer has notprovided appropriate instructions, documents, licensees or authorisations:
4.7.1 risk in the Goodswill pass to the Buyer (including for loss or damage caused by the Company’snegligence).
4.7.2 the Goods will bedeemed to have been delivered; and
4.7.3 the Company may storethe Goods until delivery and the Buyer will be liable for all related costs andexpenses (including without limitation storage and insurance).
4.8 The Company will, atthe point or place where delivery takes place under condition 4.1, provide atits expense adequate and appropriate equipment and manual labour for loadingthe Goods.
4.9 Where the Goods areto be delivered in instalments, each delivery shall constitute a separatecontract and failure by the Company to deliver any one or more of theinstalments in accordance with these Conditions or any claim by the Buyer in respectof any one or more instalments shall not entitle the Buyer to treat the wholecontract as repudiated.
5.1 The quantity of anyconsignment of Goods as recorded by the Company upon dispatch fromthe Company’s place of business shall be conclusive evidence of the quantityreceived by the Buyer on delivery unless the Buyer can provide conclusiveevidence proving the contrary.
5.2 The Company shall notbe liable for any non-delivery of Goods (even if caused by the Company’snegligence) unless written notice is given to the carrier and the Companywithin 2 days of the date when the Goods would in the ordinary course of eventshave been received.
5.3 Any liability of theCompany for non-delivery of the Goods shall be limited to replacing the Goodswithin a reasonable time or issuing a credit note at the pro rata ContractPrice against any invoice raised for such Goods.
6.1 The Goods are at therisk of the Buyer from the time of delivery in accordance with condition 4.1.
6.2 Ownership of theGoods shall not pass to the Buyer until the Company has received in full (incash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are,or which become due to the Company from the Buyer on any account.
6.3 Until ownership ofthe Goods has passed to the Buyer, the Buyermust:
6.3.1 hold the Goods on afiduciary basis as the Company’s bailee.
6.3.2 store the Goods (atno cost to the Company) separately from all other goods of the Buyer or anythird party in such a way that they remain readily identifiable as theCompany’s property.
6.3.3 not destroy, defaceor obscure any identifying mark or packaging on or relating to the Goods.
6.3.4 maintain the Goods insatisfactory condition, insured on the Company’s behalf for their full priceagainst all risks to the reasonable satisfaction of the Company. On request theBuyer shall produce the policy of insurance to the Company; and
6.3.5 hold the proceeds ofthe insurance referred to in condition 6.3.4 on trust for the Company and notmix them with any other money, nor pay the proceeds into an overdrawn bankaccount.
6.4 The Buyer may resellthe Goods before ownership has passed to it solely on the following conditions:
6.4.1 any sale shall be affectedin the ordinary course of the Buyer’s business at full market value; and
6.4.2 any such sale shallbe a sale of the Company’s property on the Buyer’s own behalf and the Buyershall deal as principal when making such a sale.
6.5 The Buyer’s right topossession of the Goods shall terminate immediately if:
6.5.1 the Buyer (being anindividual or partnership) has a bankruptcy order made against him/them ormakes an arrangement or composition with his/their creditors, or otherwisetakes the benefit of any Act for the time being in force for the relief ofinsolvent debtors, or (being a body corporate) convenes a meeting of creditors(whether formal or informal), or enters into liquidation (whether voluntary orcompulsory) except a solvent voluntary liquidation for the purpose only ofreconstruction or amalgamation, or has a receiver and/or manager, administratoror administrative receiver appointed of its undertaking or any part thereof, ora resolution is passed or a petition presented to any court for the winding upof the Buyer, or for the granting of an administration order in respect of theBuyer, or any proceedings are commenced relating to the insolvency or possibleinsolvency of the Buyer; or
6.5.2 the Buyer suffers orallows any execution, whether legal or equitable, to be levied on his/their/itsproperty or obtained against him/their/it, or fails to observe/perform any ofhis/its obligations under the Contract or any other contract between the Company and the
Buyer, or is unable to pay his/their/itsdebts within the meaning of section 123 of the Insolvency Act 1986 or the Buyerceases to trade; or
6.5.3 the Buyer encumbersor in any way changes any of the Goods.
6.6 The Company shall be entitledto recover payment for the Goods notwithstanding that ownership of any of theGoods has not passed from the Company.
6.7 The Buyer grants theCompany, its agents and employees an irrevocable license at any time to enterany premises where the Goods are or may be stored in order to inspect them, or,where the Buyer’s right to possession has terminated, to recover them.
7.1 Unless otherwiseagreed by the Company in writing the price for the Goods shall be the price setout in the Company’s acknowledgement of order.
7.2 The price for theGoods shall be exclusive of any value added tax or any other applicable taxwhich the Buyer will pay in addition when it is due to pay for the Goods.
7.3 Except as otherwiseagreed in writing by the Company the price for the Goods is given on anex-works basis and where the Company agrees to deliver the Goods otherwise thanthe Company’s premises, the Buyer shall be liable to pay the Company’s chargesfor transport, packaging and insurance.
8.1 Subject to condition8.1, unless otherwise agreed by the Company in writing, the Company may invoicethe Buyer for the price of the Goods on or at any time after dispatch of theGoods, unless the Goods are to be collected by the Buyer or the Buyer wrongfullyfails to take delivery of the Goods, in which event the Company shall beentitled to invoice the Buyer for the price at any time after the Company hasnotified the Buyer that the Goods are ready for collection or (as the case maybe) the Company has organised delivery of theGoods.
8.2 Payment of the pricefor the Goods is due in pounds sterling as set out in the credit agreementmutually agreed. Any companies who don’t have a previously approved creditaccount must have paid 100% of the total amount for the goods that will bedispatched or are released for collection.
8.3 Time for paymentshall be of the essence.
8.4 No payment shall bedeemed to have been received until the Company has received cleared funds.
8.5 All payments payableto the Company under the Contract shall become due immediately upon terminationof this Contract despite any other provision.
8.6 The Buyer shall makeall payments due under the Contract without any deduction whether by way ofset-off, counterclaim, discount, abatement or otherwise unless the Buyer has avalid court order requiring an amount equal to such deduction to be paid by theCompany to the Buyer.
8.7 The Company mayappropriate any payment made by the Buyer to the Company to such of the Goodsas the Company thinks fit despite any purported appropriation by the Buyer.
8.8 If the Buyer fails topay the Company any sum due pursuant to the Contract the Buyer will be liableto pay interest to the Company on such sum from the due date for payment at theannual rate of 2% above the base lending rate from time to time of Lloyds TSBBank, accruing on a daily basis until payment is made, whether before or afterany judgement. The Company reserves the right to claim interest under the LatePayment of Commercial Debts (Interest) Act 1998.
9.1 Where the Company isnot the manufacturer of the Goods, the Company will endeavour to transfer tothe Buyer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrantsthat (subject to the other provisions of these Conditions) upon delivery, andfor a period of 12 months from the date of delivery, the Goods will be ofsatisfactory quality within the meaning of the Sale of Goods Act 1994. Where the company supplies workoffering a 24, 36, 48 or 60 month warranty or the customer has purchased anextended warranty, the length of the warranty for that particular job will beclearly set out on the quote.
9.3 The Company shall notbe liable for a breach of the warranty in condition 9.2 unless:
9.3.1 the Buyer giveswritten notice of the defect to the Company, and (if the defect is as a resultof damage in transit) to the carrier, within 3 days of:
(a) the date of delivery(where the defect would be apparent to the Buyer upon a reasonable inspection); or
(b) the date when theBuyer discovers or ought reasonably to have discovered the defect (where thedefect would not be apparent to the Buyer upon reasonable inspection); and
9.3.2 the Company is givena reasonable opportunity after receiving the notice of examining such Goods andthe Buyer (if asked to do so by the Company) returns such Goods to theCompany’s place of business at the Buyer’s cost for the examination to takeplace there.
9.4 The Company shall notbe liable for a breach of the warranty in condition 9.2:
9.4.1 if the Buyer makesany further use of such Goods after giving notice; or
9.4.2 if the Buyer altersor repairs such Goods without the written consent of the Company; or
9.4.3 if the defect arisesbecause the Buyer failed to follow the Company’s oral or written instructionsas to the storage, installation, commissioning, use or maintenance of the Goodsor (if there are none) good trade practice;or
9.4.4 if the defect arisesdue to the installation, maintenance or use of the Goods by a third party andthe defect is due to the incorrect installation, maintenance or use of theGoods by that third party; or
9.4.5 if the defect in suchGoods arises from any design defect in any drawing design or specificationsupplied or approved by the Buyer; or
9.4.6 to the extent thatthe defect in the Goods arises from parts, material or equipment notmanufactured by the Seller in respect of which condition 9.1 will apply.
9.5 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform with the warranty in condition
9.2 the Companyshall at its option repair or replace such Goods (or the defective part)provided that, if the Company so requests, the Buyer shall, (at the Buyer’sexpense), return the Goods or the part of such Goods which is defective to theCompany.
9.6 If the Companycomplies with condition 9.5 it shall have no further liability for a breach ofthe warranty in condition 9.2 in respect of the quality of such Goods.
9.7 Any Goods replacedwill belong to the Company and any repaired or replacement Goods will beguaranteed on these terms for the unexpired portion of the original period or 180 days, whichever is thelongest period.
10.1 The followingprovisions and the provisions of conditions 4, 5 and 9, set out the entireliability of the Company (including any liability for the acts or omissions ofits employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these Conditions.
10.1.2 any use made orresale by the Buyer of any of the Goods, or of any products incorporating anyof the Goods; and
10.1.3 any representation,statement or tortious act or omission including negligence arising under or inconnection with the Contract.
10.2 All warranties,conditions and other terms implied by statute or common law (save for theconditions implied by section 12 of the Sale of Goods Act 1979) are, to thefullest extent permitted by law, excluded from the Contract.
10.3 Nothing in theseConditions excludes or limits the liability of the Company for death orpersonal injury caused by the Company’s negligence or for fraudulent misrepresentation.
10.4 Subject to conditions10.2 and 10.3:
10.4.1 the Company’s totalliability in contract, tort (including negligence or breach of statutory duty),misrepresentation or otherwise, arising in connection with the performance orcontemplated performance of this Contract shall be limited to the pro rataContract Price; and
10.4.2 the Company shall notbe liable to the Buyer for any pure economic loss, loss of goodwill orreputation, loss of profit of loss of sales (whether direct or indirect) or anyconsequential or indirect loss, damage or expense whatsoever (howsoever caused)which arises out of or in connection with the Contract.
10.5 The Buyer shallindemnify the Company against all liability, actions, proceedings, costs,claims, damages or demands in any way connected with this Contract brought orthreatened to be brought against the Company by any third party except to theextent the Company is liable to the Buyer in accordance with these terms and conditions.
11.1 The Buyer shall notbe entitled to assign the Contract or any part of it without the prior writtenconsent of the Company.
11.2 The Company mayassign the Contract or any part of it to any person, firm or company.
12.1 The Company shall notbe deemed to be breach of this Agreement or otherwise liable to the Buyer inany manner whatsoever for any failure or delay in performing its obligationsunder this Agreement due to Force Majeure.
12.2 For the purpose ofthis condition 12 “Force Majeure” means, any cause preventing the Company fromperforming any or all of its obligations which arises from or is attributableto acts, events, omissions or accidents beyond the reasonable control of the Companyincluding without limitation, strikes, lockouts or other industrial disputes(whether involving the workforce of the Company or any other party) act of God,war, riot, civil commotion, malicious damage, compliance with any law orgovernmental order, rule, regulation or direction, accident, breakdown of plantor machinery, fire, flood, storm or default of supplies or sub-contractors.
13.1 Time for performanceof all obligations of the Buyer under the Contract is of the essence.
13.2 Each right or remedyof the Company under the Contract is without prejudice to any other right orremedy of the Company whether under the Contract or not.
13.3 If any provision ofthe Contract is found by any court, tribunal or administrative body ofcompetent jurisdiction to be wholly or partly illegal, invalid, void, voidable,unenforceable or unreasonable it shall to the extent of such illegality,invalidity, voidness, voidability, unenforceability or unreasonableness bedeemed severable and the remaining provisions of the Contract and the remainderof such provision shall continue in full force and effect.
13.4 Failure or delay bythe Company in enforcing or partially enforcing any provision of the Contractwill not be construed as a waiver of any of its rights under the Contract.
13.5 Any waiver by theCompany of any breach of, or any default under, any provision of the Contractby the Buyer will not be deemed a waiver of any subsequent breach or defaultand will in no way affect the other terms of the Contract.
13.6 The parties to thisAgreement do not intend that any of its terms will be enforceable by virtue ofthe Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
13.7 The formation,existence, construction, performance, validity and all aspects of the Contractshall be governed by English law and the parties submit to the exclusivejurisdiction of the English courts.
14.1 All communicationsbetween the parties about this Contract must be in writing and delivered byhand or sent by pre-paid first-class post or by scanned emails.
14.1.1 (in case ofcommunications to the Company) to its registered office or such changed addressas shall be notified to the Buyer by the Company; or
14.1.2 (in case ofcommunications to the Buyer) to the registered office of the addressee (if itis a company) or (in any other case) to any address of the Buyer set out in anydocument which forms part of this Contract, or such other address as shall benotified to the Company by the Buyer.
14.2 Communications shallbe deemed to have been received:
14.2.1 if sent by pre-paid first-classpost, 2 days (excluding Saturdays, Sundays and Bank and public holidays) afterposting (exclusive of the day of posting).
14.2.2 if delivered by hand,on the day of delivery.
14.2.3 if sent by email on aworking day prior to 4.00 pm, at the time of transmission and otherwise on thenext working day.
14.3 Communicationsaddressed to the Company shall be marked for the attention of a Director.
WARRANTY DISCLAIMER
Thank you for your interest in the products and services of The Sign Group Ltd
Whatdoes this limited warranty cover?
This Limited Warranty applies to bespokemade-to-measure “goods” supplied by “the company,” including Neonplus® and Neonflex signs.
This Limited Warranty covers any defects in material or workmanship undernormal use during the Warranty Period.
During the Warranty Period, “the company” willrepair or replace the “goods” or “part goods.”
that proves defective because of impropermaterial or workmanship under normal use and maintenance.
Whether to repair or replace the “goods” is solely at the discretion of TheSign Group Ltd.
Whatdoes this limited warranty not cover?
This Limited Warranty does not cover anyproblem that is caused by:
-Conditions, malfunctions, or damage not resulting from defects in material orworkmanship
How to use the warranty?
To obtain warranty service, you must firstcontact us to determine the problem and the most appropriate solution for you.Images and Video may be required to offer the best way forward.
Once a suitable course of action has beenagreed upon by “the buyer” & “the company”, and if required, “the buyer” isresponsible for returning the defective goods to “the company” at “the buyer’s”own cost.
“the buyer” assumes responsibility for the goods until they are received by“the company”.
“the company” will repair or replace the goodswithin a reasonable and prompt timescale. Where needed, “the company” willdeliver to “the buyer” at an agreed address in the UK Mainland at “thecompany’s” own cost. “the company” will assume responsibility until they arereceived by “the buyer”.
The replacement “goods” or “part goods” assumesthe remaining warranty of the original “goods” or 180 days from the date ofreplacement or repair, whichever is longer.
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Typical lengths of warranty:
General Signage (Excluding Neonplus® & Neon flex signage):
The warranty period for “goods” is 12 months from the datethey are collected or the date received at an agreed delivery address.
Neonplus®:
The warranty period for Neonplus® NP1, 2, 3, 4,5, 6, 7 & 8 is 5yrs from the date the goods are collected or received at an agreed delivery address, provided they are used internally and have beensupplied, fitted, and wired together by us.
If Neonplus® is supplied loose for the customerto fit and electrically wire, it carries a 3-year warranty.
For externally rated Neonplus®, the warrantyperiod is 12 months.
Neon flex signage:
The warranty period for Neon flex signs is:
- 2yrs for internal Neon flex signs
- 12 months for our fully waterproof & Splashproof Neon flex signs.
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How long does the coverage last for Neonplus® with an extended warranty?
Where “the buyer” paid for an extended 12monthwarranty period at the time of the original purchase, the overall length of thewarranty will be clearly marked on the invoice.