Sign Logic Ltd Terms of Business
1- The Contract
1.1 For the purpose of this contract hereafter Sign Logic Ltd shall be described as the “Supplier“ and the entity placing an order shall be described as the “customer”.
1.2 There can be no variance to these terms and conditions of business (the contract) whatsoever unless varied by written documentation and signed by unauthorised signatory of the supplier.
1.3 The placing of an order by a customer shall be deemed acceptance of these terms in their entirety. Any subsequent verbal orders will be bound by these terms.
2 – Delivery
2.1 All dates given by the supplier for delivery are estimated dates only and therefore the supplier shall incur no liability for any loss or damage whatsoever as a result of a failure to adhere to such dates.
2.2 The supplier shall be entitled to make partial deliveries, invoice for goods delivered and expect payment in accordance with their terms of payment.
2.3 The customer is obliged to accept delivery of goods. Where redelivery is required, the supplier reserves the right to pass any additional charges to the customer.
2.4 It is the customer’s responsibility to inform the supplier of any short delivered or damaged goods. Notice of such items must be given in writing to the supplier within 5 working days from the date of delivery.
3 – Terms of Payment
3.1 The supplier shall, at its discretion, render invoices as at the date of dispatch or the date of order is completed, and such goods are available for collection or dispatch.
3.2 The supplier expects payment as per the stated terms of invoice. These payment terms shall apply at all times unless varied by the supplier. Terms of payment shall apply to all goods delivered or where delivery had been attempted but not affected.
3.3 All remittances received will be allocated to invoices and credit the customer’s account in chronological order.
3.4 All amounts overdue for payment due to the supplier shall, at the supplier‘s discretion bear interest at the rate of 8% per month, compounded for the period from the date of invoice to the date of settlement. (Such penalty shall apply regardless as to whether judgment in a court of law has been obtained). In addition all costs of recovery shall be borne by the customer.
3.5 In the event of the supplier having any indication of the customer being unable to settle its accounts as and when they fall due, notwithstanding any other remedies, all amounts due to the supplier shall become payable in full immediately.
3.6 Any request by the customer to put a hold on an order or where the customer causes delays of more than ten days, for example late or non-payment of invoices, the supplier regardless of other remedies shall at its discretion be entitled to claim from the customer costs of materials speciﬁcally ordered to fulﬁll the order.
4-Title and Risk
4.1 Risk and therefore responsibility for insurance of all items supplied shall pass to the customer upon delivery.
4.2 Title of items supplied by the supplier does not pass until all outstanding amounts due to the supplier, for any reason whatsoever, have been settled in full. Including any penalties for late payment accruing under these terms or as varied by Government Legislation.
4.3 The supplier accepts no liability whatsoever for goods manufactured to a customer’s specification (unless due to a manufacturing fault) and invoices raised for such work will be due payment as detailed in clause 3.
4.4 Images of implementation and completion of work may be taken and remain the property of the supplier for publishing and reference in any marketing and example material unless perviously noted otherwise by the customer in the form of an NDA or similar.
5.1 The supplier warrants that all goods supplied are, to the best of their knowledge, ﬁt for the purpose as described in the design proof supplied to the customer and are free of any defects due to materials, design or workmanship.
5.2 Should the supplier accept the validity of any claim, total liability shall be limited to a replacement or value of such items. The method of settlement of any claim is at the discretion of the supplier. No third party claims will be entered whatsoever.
5.3 The supplier will use their best endeavours to produce ﬁnal products to the same speciﬁcations as proofs or samples, however no guarantee is expressed or implied.
5.4 The supplier at all times reserves the right, notwithstanding any other remedies available to it, to refuse to supply and/or suspend further deliveries and/or stop goods in transit or fulﬁll any other obligations of this contract without having to give a good reason, whether or not the customer fails to fulﬁll and of its obligations under this contract.
6.1 1n the event of insolvency, liquidation, receivership or bankruptcy not withstanding any other remedies available to the supplier clause 4.2 of this contract applies.
6.2 Details of short delivery must be notiﬁed in writing to the supplier within 5 working days of the date of delivery.
6.3 The supplier has no liability to the client for consequential loss whatsoever due to short, late or incomplete deliveries, damaged goods or as detailed in clause 5.4
6.4 The supplier shall not be held responsible to the customer and therefore has no liability to the customer whatsoever for any non-performance whatsoever in whole or in part of it’s obligation as conferred under the terms of this contract for any reason of cause beyond its control. Such reasons shall include (but not inclusively) strikes, lockouts, disruption of power, transport, materials or fuel supplies, acts of war and civil disturbance.
6.5 The supplier shall not be held responsible for and therefore has no liability to the customer for the impact on property as a result of applying or removing branding including, but not limited to, drill holes, cutting marks, decoration damage.
7- Cancellation/ Return of Goods
7.1 Should the customer decide at any time after placing an order, to cancel or change their instructions, the supplier shall, at his discretion, be entitled to invoice as if the order had been fulfilled in its entirety, such entitlement shall be in addition to other rights conferred upon the supplier as contained in these terms.
7.2 The supplier at his discretion may accept return of goods supplied to the customer. No returns will be accepted without prior written acceptance by the supplier. Credit will only be given for goods returned in good condition and less an allowance for handling and carriage charges.
8 – The Law
8.1 This agreement is governed by the Laws of England and Wales.