Terms & Conditions
1 Interpretation
1.1 In these Conditions:
"Conditions" means the standard terms and conditions of sale set out in
this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing between the
Customer and Ideal Signs;
"Contract" means the contract between the Customer and Ideal Signs for
the supply of Goods and/or Services in accordance with these
Conditions;
"Customer" means the person whose order for Goods and/or Services is
accepted by Ideal Signs;
"Goods" means the goods which Ideal Signs sells to the Customer under
these Conditions, as set out in the Quotation;
"Order" means the Customer's order for the supply of Goods and/or
Services as accepted by Ideal Signs;
"Order Confirmation" means Ideal Signs acceptance of the Order, provided
by Ideal Signs to the Customer whether written or oral;
"Quotation" means the quotation for the Goods and Services provided to
the Customer by Ideal Signs whether written or oral;
"Services" means any services provided to the Customer (including all of
them or any part of them) under these Conditions, as set out in the
Quotation; and "Ideal Signs" means the Ideal Signs business selling the
Goods and/or Services, details of which are given in the Quotation
and/or whose details have been provided to the Customer either in
writing or orally.
1.2 Any reference in these Conditions to any provision of a statute
shall be construed as a reference to that provision as amended
re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall
not affect their interpretation.
2 Making the Contract
2.1 Each Order will be deemed to be an offer by the Customer to buy
the Goods and/or Services in accordance with these Conditions. The
Contract is made when the Order is accepted by Ideal Signs by the issue
to the Customer of an Order Confirmation. The Contract will not be made
until an Order Confirmation has been issued by Ideal Signs or Ideal
Signs commences provision of the Goods and/or Services.
2.2 Ideal Signs may accept or reject an Order at its discretion. An
Order shall not be accepted, and no binding obligation to supply any
Goods or Services shall arise, until an Order Confirmation has been
issued by Ideal Signs or Ideal Signs commences provision of the Goods
and/or Services.
2.3 The Contract is subject to these Conditions which shall govern the
Contract to the exclusion of any other terms and conditions and all
previous oral or written representations made by Ideal Signs, but
subject to the provisions of Condition 2.4.
2.4 No variation to these Conditions shall be binding unless agreed in
writing between the authorised representatives of the Customer and Ideal
Signs.
2.5 The Customer must ensure that the terms of the Quotation and any
applicable specification are complete and accurate. If the Customer
wishes to amend any aspect of the information the Customer has given it
must contact Ideal Signs immediately. Although Ideal Signs will use
reasonable endeavours to implement any such amendment which the Customer
requests, Ideal Signs cannot guarantee that it will be able to do so
after the Order Confirmation has been issued. If such amendment changes
any other aspect of the Quotation (for example the price) and Ideal
Signs is able and willing to amend it, then Ideal Signs will send the
Customer a new Order Confirmation.
2.6 All Quotations are invitations to treat only. They are not an offer
to supply Goods or Services and are incapable of being accepted by the
Customer. All Quotations are, unless agreed otherwise in writing, valid
for 30 days only or until earlier acceptance by the Customer after which
time they may be altered by Ideal Signs without giving notice to the
Customer.
2.7 Any advice or recommendation given by Ideal Signs or its employees
or agents to the Customer or its employees or agents as to the storage,
application, suitability or fitness for purpose for use of the Goods
which is not confirmed in writing by Ideal Signs is followed or acted
upon entirely at the Customer's own risk, and accordingly Ideal Signs
shall not be liable for any such advice or recommendations which is not
so confirmed.
3 Provision of the Goods and Services
3.1 The quantity, quality and description of and any specification
for the Goods and Services shall be those set out in the Quotation. It
is the obligation of the Customer to check the structure to which the
Goods are to be affixed, and to prepare surfaces to which the Goods may
be applied, so that in each case they are suitable for such affixing and
application. The Customer acknowledges that following installation it is
responsible for the inspection, maintenance and repair of Goods supplied
under the Contract.
3.2 If the Goods are manufactured or any process is applied to the Goods
by Ideal Signs in accordance with a specification submitted by the
Customer whether in writing or otherwise the Customer shall indemnify
Ideal Signs against all loss damages costs and expenses
awarded against or incurred by Ideal Signs in connection with or paid or
agreed to be paid by Ideal Signs in settlement of any claim
for infringement of any patent, copyright, design, trademark (whether
registered or not), or other industrial or intellectual property rights
of any third party which results from Ideal Signs'use of any or all of
the Customer's specification.
3.3 Ideal Signs reserves the right to make any changes in the
specification of the Goods and/or Services which are required to confirm
with any applicable legal or regulatory requirements (including but not
limited to safety requirements) or which do not materially affect their
quality or performance.
3.4 No Order which has been accepted by Ideal Signs may be cancelled by
the Customer except with the agreement in writing of Ideal Signs and on
terms that the Customer shall indemnify Ideal Signs in full against all
loss (including loss of profit) costs (including the cost of all labour
and materials used) damage charges and expenses incurred by Ideal Signs
as a result of cancellation.
3.5 Where a Quotation is based upon information supplied by the
Customer, the Customer is responsible for its accuracy and any increased
costs of supply resulting in any inaccuracy are the Customer's
responsibility.
3.6 All samples, drawings, descriptions, specifications, illustrations
and advertising issued by Ideal Signs or contained in any of Ideal
Signs'catalogues or brochures or on any website connected with Ideal
Signs (together "Samples" are issued or published for the
sole purpose of giving an approximate idea of the Goods represented by
or described in them. Due to the bespoke nature of the Goods and the
materials used to produce them the finished Goods will likely differ
from the samples. Samples do not form part of the Contract and the
Contract is not a sale by sample.
3.7 At the request of the Customer and at its cost, and at the sole
discretion of Ideal Signs, Ideal Signs may remove materials (including
but not limited to old signage) from the premises of the Customer.
3.8 Ideal Signs requires the Customer, prior to the provision of the
Goods and/or Services, to obtain any necessary consents and approval
to:
3.8.1 the installation and/or application of the Goods, including but
not limited to any planning and/or landlord consents; and
3.8.2 the use of any logo, trade mark or design required for the Goods
(included but not limited to the right to use the copyright and any
other intellectual property rights in such logo, trade marks and
design).
3.9 All intellectual property rights (including but not limited to
copyright) arising from the creation of Goods by Ideal Signs shall
remain the property of Ideal Signs and the Customer shall not copy or
reproduce the Goods without the prior written consent of Ideal
Signs.
4 Price of the Goods
4.1 The price of the Goods and Services shall be the price set out in
the Quotation or (where no price has been quoted or a quoted price is no
longer valid) the price calculated by Ideal Signs from its normal price
list from time to time.
4.2 Ideal Signs reserves the right to increase the price of the Goods
and/or Services to cover:
4.2.1 any increase in the cost to Ideal Signs which is due to any factor
beyond the control of Ideal Signs (such as without limitation any
foreign exchange fluctuation currency regulation, alteration of duties,
significant increases in the costs of labour, materials, or other costs
of manufacture);
4.2.2 any change in delivery dates, quantities or specification of the
Goods and Services which are requested by the Customer;
4.2.3 any delay caused by any instruction of the Customer or failure of
the Customer to give Ideal Signs adequate information or
instructions;
4.2.4 the costs of additional work carried out by Ideal Signs to be able
to perform the Services (including but not limited to the preparation of
surfaces to which Goods are to be applied and the disposal of materials
at the request of the Customer); or
4.2.5 to comply with any requirements referred to in Conditions 2.5, 3.5
and 3.7.
4.3 Except as otherwise expressly set out in the Contract all prices are
given by Ideal Signs exclusive of:
4.3.1 packaging and delivery of the Goods to the Customer's premises;
and
4.3.2 any applicable value added tax or other applicable sales tax or
duty and such sums shall be added to the price.
5 Terms of Payment
5.1 Subject to any special terms agreed in writing between the
Customer and Ideal Signs, Ideal Signs shall be entitled to invoice the
Customer for the price of the Goods and the Services on or at any time
after delivery of the Goods and/or performance of the Services in
accordance with Condition 6 unless the Customer fails to take delivery
of the Goods and/or accept performance of the Services in which event
Ideal Signs shall be entitled to invoice the Customer for the price at
any time after such notification or (as the case may be) Ideal Signs has
tendered delivery of the Goods and the Customer has failed to take
delivery.
5.2 Subject to Condition 5.3 below the Customer shall pay the price of
the Goods and/or the Services within no more than 30 days of the date of
each invoice in full and clear funds to such bank account as nominated
by Ideal Signs from time to time. The time of payment of the price shall
be the essence of the Contract. Receipts for payment will only be issued
on request by the Customer.
5.3 If the Customer fails to make any payment due to Ideal Signs under
the Contract by the due date then, without prejudice to any other right
or remedy available to Ideal Signs, Ideal Signs shall be entitled
to:
5.3.1 cancel the Contract or suspend further deliveries of Goods and/or
provision of Services to the Customer in accordance with clause
8.2;
5.3.2 appropriate any payment made by the Customer to such of the Goods
(or the Goods supplied under any Contract between the
Customer and Ideal Signs) as Ideal Signs think fit (not withstanding any
purported appropriation by the Customer); and
5.3.3 charge the Customer interest on the amount unpaid from the due
date until payment of the unpaid amount, whether before or after
judgment. Interest under this clause 5.3.3 will accrue each day at four
per cent per annum above Barclays Bank plc base rate from
time to time, but at 4% a year for any period when that base rate is
below 0%.
5.4 All amounts due under the Contract shall be paid in full without any
set-off, counterclaim, deduction or withholding (other than any
deduction or withholding of tax as required by law).
6 Delivery
6.1 Delivery of the Goods shall be made by the Customer collecting
the Goods at Ideal Signs'premises at any time after Ideal Signs has
notified the Customer that the Goods are ready for collection or, if
some other place for delivery is agreed by Ideal Signs ("Delivery
Location", by Ideal Signs delivering the Goods to that Delivery Location
subject to the Customer having paid extra for delivery in accordance
with Condition 4.3.
6.2 The Goods shall be deemed delivered:
6.2.1 if collected by the Customer, when Ideal Signs makes the Goods
available for collection at Ideal Signs premises; or
6.2.2 if delivered by Ideal Signs, on delivery of the Goods at the
Delivery Location.
6.3 Provision of the Services shall be made at the location notified by
the Customer at any time after Ideal Signs has notified the Customer
that the Services are ready to be provided.
6.4 Any dates quoted for delivery of the Goods and/or provision of the
Services are approximate only and Ideal Signs shall not be liable for
any delay in delivery of the Goods and/or provision of the Services
howsoever caused. Time for delivery and/or provisions shall not be of
the essence unless previously agreed in writing by Ideal Signs. The
Goods may be delivered and/or the Services provided to the Customer in
advance of the quoted date upon giving reasonable notice to the
Customer.
6.5 Ideal Signs shall not be liable for any delay in or failure of
delivery caused by:
6.5.1 the Customer's failure to: (i) make the Delivery Location
available, (ii) prepare the Delivery Location in accordance with Ideal
Signs'instructions or as required for delivery or (iii) provide Ideal
Signs with adequate instructions for delivery or otherwise relating to
the Goods;
6.5.2 the Customer's failure to collect the Goods from Ideal Signs
premises; or
6.5.3 an event which is beyond Ideal Signs'reasonable control in
accordance with Condition 8.9.
6.6 If the Customer fails to take delivery of the Goods or accept
provision of the Services or fails to give Ideal Signs adequate delivery
instructions at the time stated for delivery (otherwise than by reason
of any cause beyond the Customer's reasonable control or by reason of
Ideal Signs'fault) than without prejudice to any other right or remedy
available to Ideal Signs Ideal Signs may:
6.6.1 store the Goods until actual delivery and charge the Customer for
the reasonable costs (including insurance) of storage; or
6.6.2 where reasonably possible, sell the Goods at the best price
readily obtainable and (after deducting all reasonable storage and
selling expenses) account to the Customer for the excess over the price
under the Contract or charge the Customer for any shortfall below the
price under the Contract.
6.7 Ideal Signs may deliver the Goods by separate instalments and
perform any Services in stages. Each separate instalment or stage will
be invoiced and paid for in accordance with the provisions of the
Contract.
6.8 Any delay in performance or defect in an instalment shall not
entitle the Customer to cancel any other instalment.
7 Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the
Customer:
7.1.1 in the case of Goods to be delivered at Ideal Signs'premises at
the time when Ideal Signs notifies the Customer that the Goods are
available for collection; or
7.1.2 in the case of the Goods to be delivered otherwise than at Ideal
Signs'premises at the time of delivery to such premises or, if the
Customer fails to take delivery of the Goods, from the time when Ideal
Signs has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any
other provision of these Conditions ownership of the Goods shall not
pass to the Customer until Ideal Signs has received in cash or cleared
funds payment in full of the price of the Goods and all other Goods and
Services for which payment is due from Ideal Signs.
7.3 Until such time as ownership of the Goods passes to the Customer the
Customer shall hold the Goods as Ideal Signs'fiduciary agent and bailee
and shall keep the Goods separate from those of the Customer and third
parties and properly stored protected and insured and identified as
Ideal Signs'property.
7.4 The Customer shall be entitled to resell or use the Goods in the
ordinary course of its business but shall account to Ideal Signs for the
proceeds of sale or otherwise of the Goods whether tangible or
intangible including insurance proceeds and shall keep all such proceeds
separate from any monies or property of the Customer and third parties
and in the case of tangible proceeds properly stored protected and
insured.
7.5 Until such time as ownership in the Goods passes to the Customer
(and provided the Goods are still in existence and have not been resold)
Ideal Signs shall be entitled at any time to require the Customer to
deliver up the Goods to Ideal Signs and if the Customer fails to do so
forthwith to enter upon any premises of the Customer or any third party
where the Goods are stored and repossess the Goods.
7.6 The Customer shall not be entitled to pledge or in any way charge by
way of security for any indebtedness any of the Goods which remain the
property of Ideal Signs but if the Customer does so all monies owing by
the Customer to Ideal Signs shall (without prejudice to any other right
or remedy of Ideal Signs) forthwith become due and payable.
8 Termination
8.1 Without limiting its other rights or remedies, Ideal Signs may
terminate this Contract with immediate effect by giving written notice
to the Customer if:
8.1.1 the Customer commits a material breach of any term of the Contract
and (if such a breach is remediable) fails to remedy that breach within
5 days of that party being notified in writing to do so;
8.1.2 the Customer 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), obtaining a moratorium, 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;
8.1.3 the Customer suspends, threatens to suspend, ceases or threatens
to cease to carry on all or a substantial part of its business; or
8.1.4 the Customer's financial position deteriorates so far as to
reasonably justify the opinion that its ability to give effect to the
terms of the Contract is in jeopardy.
8.2 Without limiting its other rights or remedies, Ideal Signs may
suspend provision of the Goods and/or Services under the Contract or any
other contract between the Customer and Ideal Signs if the Customer
becomes subject to any of the events listed in Clause 8.1.1 to Clause
8.1.4, or Ideal Signs reasonably believes that the Customer is about to
become subject to any of them, or if the Customer fails to pay any
amount due under this Contract on the due date for payment.
8.3 Without limiting its other rights or remedies, Ideal Signs may
terminate the Contract with immediate effect by giving written notice to
the Customer if the Customer fails to pay any amount due under the
Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall
immediately pay to Ideal Signs all of Ideal Signs'outstanding unpaid
invoices and interest and, in respect of Goods produced and/or Services
supplied but for which no invoice has been submitted, Ideal Signs shall
submit an invoice, which shall be payable by the Customer immediately on
receipt.
8.5 Termination of the Contract, however arising, shall not affect any
of the parties'rights and remedies that have accrued as at termination,
including the right to claim damages in respect of any breach of the
Contract which existed at or before the date of termination.
8.6 Any provision of the Contract that expressly or by implication is
intended to come into or continue in force on or after termination of
the Contract shall remain in full force and effect.
9 Warranties, Liabilities and Indemnity
9.1 Ideal Signs warrants that for a period of 6 months from the date
of delivery of Goods and from the date of provision of Services,
("Warranty Period", the Goods and Services shall:
9.1.1 conform in all material respects to the agreed
specification;
9.1.2 be free from material defects in design, material and
workmanship;
9.1.3 in relation to Goods only, be of satisfactory quality;
9.1.4 in relation to Services only, be supplied with reasonable care and
skill; and
9.1.5 be fit for purpose and any specific purpose held out by Ideal
Signs.
9.2 During the Warranty Period, Ideal Signs will, in respect of Goods
and/or Services which are proved to not comply with Condition 9.1,
repair, or at its option replace, such Goods, and/or re-perform or at
its option refund the price of such Services. This obligation will not
apply where:
9.2.1 the Customer has improperly used the Goods in any way whatsoever,
or the Goods have been subjected to wear and tear, misuse, unauthorised
repair, damage, negligence, adverse weather conditions and/or
alteration;
9.2.2 the Customer has not complied with any instructions provided by
Ideal Signs, including instructions relating to preparation of the
surfaces and areas to which the Goods are applied, and/or such surfaces
or areas have been subjected to previous workmanship by third parties
and/or contain latent defects;
9.2.3 damage, discolouration or failure to painted surfaces has occurred
through no fault of Ideal Signs;
9.2.4 any failure of the Goods to comply with condition 9.1 is caused by
Ideal Signs following any specification or requirement of the
Customer;
9.2.5 the Customer has not complied with any instructions as to use and
care of the Goods in all respects; or
9.2.6 the Customer has failed to notify Ideal Signs of any problem or
suspected problem within 2 days of the provision of the Services and/or
supply of the Goods.
9.3 Any repaired or replacement Goods or re-performed Services will be
liable to repair or replacement (or re-provision or, at Ideal
Signs'option, refund) under the terms specified in Condition 9.2 for the
unexpired portion of the 6 month period from the original date of
delivery of the replaced Goods or from the original date of provision of
the re-performed Services.
9.4 The above warranty does not extend to parts, materials or equipment
not manufactured by Ideal Signs in respect of which the Customer shall
only be entitled to the benefit of any such warranty or guarantee as is
given by the manufacturer to Ideal Signs.
9.5 Ideal Signs accepts liability for personal injury or death caused by
the negligence of Ideal Signs or its employees (acting within the course
of their employment or duties and the scope of their authority) and for
any other matter for which it would be illegal to exclude or attempt to
limit or exclude its liability.
9.6 Except as provided in Condition 9.5, Ideal Signs will not be liable
to the Customer whatsoever (whether in contract, tort (including
negligence), breach of statutory duty, restitution or otherwise) for any
damage or for any indirect or consequential loss (including, but not
limited to, pure economic loss, loss of profits, loss of business,
depletion of goodwill and like loss) howsoever caused arising out of or
in connection with:
9.6.1 any breach by Ideal Signs of any of the express or implied terms
of the Contract;
9.6.2 any of the Goods and/or Services (including but not limited to any
use made by the Customer of any Goods, or of any product incorporating
any of the Goods), or the manufacture or sale or supply, or failure or
delay in supply, of the Goods and/or Services by Ideal Signs or on the
part of Ideal Signs'employees, agents or sub-contractors; or
9.6.3 any non-fraudulent statement made or not made, or advice given or
not given, by or on behalf of Ideal Signs.
9.7 Except as set out in Condition 9.5, Ideal Signs total liability
shall not exceed a sum equal to the price paid by the Customer under the
Contract.
9.8 The Customer acknowledges that the above provisions of this
Condition 9 are reasonable and reflected in the price which may be
higher without those provisions, and the Customer will accept such risk
and/or insure accordingly.
9.9 Ideal Signs shall not be liable to the Customer or be deemed to be
in breach of the Contract by reason of any delay in performing or any
failure to perform any of Ideal Signs'obligations in relation to the
Goods and/or Services if the delay or failure was due to any cause
beyond Ideal Signs'reasonable control. Without prejudice to the
generality of the foregoing, causes beyond Ideal Signs'reasonable
control shall include (but not be limited to) the following:
9.9.1 act of God, storm, explosion, flood, tempest, fire or
accident;
9.9.2 war (or threat of war), riot, civil commotion or malicious
damage;
9.9.3 compliance with any law or governmental order, rule, regulation or
direction;
9.9.4 import or export regulations or embargoes;
9.9.5 strike, lock-out or other industrial actions or trade dispute
(whether involving employees or Ideal Signs or a third party);
9.9.6 failure of a utility service or transport network;
9.9.7 difficulties in obtaining raw materials labour fuel parts or
machinery;
9.9.8 power failure or breakdown of plant or machinery;
9.9.9 default of suppliers or sub-contractors; and
9.9.10 epidemic or pandemic.
9.10 The Customer agrees to indemnify, keep indemnified and hold
harmless Ideal Signs from and against all direct, indirect or
consequential loss (all three of which terms include, but are not
limited to, loss of profits, loss of business, depletion of goodwill and
like loss), costs, expenses, liabilities, injuries, damages, claims,
demands, proceedings or legal costs and judgements which Ideal Signs
incurs or suffers as a consequence of direct or indirect breach or
negligent performance or failure in performance by the Customer of any
of the terms of the Contract, including in particular (but not limited
to) the Customer's ongoing obligations under Condition 3.1.
10 Data Protection
10.1 By placing an Order, the Customer allows Ideal Signs to use the Customer's personal details for the purposes of supplying the Goods and performing the Services. Any personal information that the Customer provides to Ideal Signs will be dealt with in line with Ideal Signs Privacy Policy, which explains what personal information Ideal Signs collect, how and why Ideal Signs collect, store, use and share such information and how to contact Ideal Signs and supervisory authorities if the Customer has a query or complaint about the use of its personal information.
11 General
11.1 Notice
11.1.1 Any notice required or permitted to be given by either party to
the other under these Conditions shall be in writing and shall be:
a) delivered by hand or by pre-paid first-class post or other next
working day delivery service at its registered office (if a company) or
its principal place of business (in any other case); or such other
address may be at the relevant time have been notified pursuant to this
provision giving the notice; or b) sent by email to the following
addresses (or an address substituted in writing by the party to be
served): Ideal Signs: sales@idealsigns.co.uk and the email address that
was used to issue/send the Quotation.
Customer: to the email address where the Quote was sent.
11.1.2 Any notice shall be deemed to have been received:
a) if delivered by hand, at the time the notice is left at the proper
address; or
b) if sent by first-class post or other next working day delivery
service, at 9.00 am on the second Business Day after posting; or
c) if sent by email, at the time of transmission, or, if this time falls
outside Business Hours in the place of receipt, when Business Hours
resume.
11.1.3 This clause does not apply to the service of any proceedings or
other documents in any legal action or, where applicable, any
arbitration or other method of dispute resolution.
11.2 Ideal Signs may transfer, assign, hold on trust, licence or
sub-contract all or any part of its rights or obligations under any
Contract.
11.3 Each and every Contract is personal to the Customer and the
Customer may not transfer all or any of its rights or obligations under
any Contract without the prior written consent of Ideal Signs.
11.4 Neither party intends that any of the terms of the Contract will be
enforceable by virtue of the Contracts (Rights of Third Parties) Act
1999 by any person not a party to it, save that Ideal Signs Limited
shall be entitled to enforce any provision of the Contract.
11.5 No waiver by Ideal Signs of any breach of the Contract by the
Customer shall be considered as a waiver of any subsequent breach of the
same or any provisions.
11.6 If any provision of these Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected thereby.
11.7 Any dispute arising under or in connection with these Conditions
and any Contract shall be governed by and construed in all respects in
accordance with English law and the parties hereby submit to the
exclusive jurisdiction of the English courts.