Legal and terms
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Signboard Services Limited
Ashlong Limited
Signboard Services Limited
Terms and conditions of business
1. Interpretation
1.1 In these Terms and Conditions ('the Conditions'):
'Client' means the person, firm or organisation named on the Order Form for whom Signboard has agreed to provide the Services in accordance with these Conditions;
'Commencement Date' means the date on which the supply of the Services will commence as specified in the Order Form;
'Contract' means the contract for the provision of the Services made between Signboard and the Client;
'Fees' means the fees payable by the Client for the Services as set out in the Order Form or as otherwise agreed between the parties from time to time in writing;
'Inspection' means an inspection carried out on the Sign at the Site in accordance with clause 4;
'Services' means the services relating to the design, construction and installation/erection of temporary Signs provided by Signboard to the Client;
'Sign' means a temporary sign or board manufactured and installed by Signboard for the Client;
'Signboard' means Signboard Services Limited a company registered in England and Wales under company number 4050007 whose registered office is at 4 Westbury Mews, Westbury-on-Trym, Bristol BS9 3QA;
'Site' means the site specified in the Order Form where the Sign is to be erected; 'Site Owner' means the owner of the Site;
'Term' means the term of the Contract pursuant to clause 3.
1.2 By providing written confirmation of acceptance of the scale drawing of the Sign and quotation the Client shall be deemed to have accepted and agreed that the supply of the Services by Signboard shall be in accordance with these Conditions.1.3 No variation of these Conditions shall apply unless confirmed in writing by or on behalf of a director of Signboard.
1.4 These Conditions together with the Order Form constitute the whole agreement between the parties and supersede any prior promises, representations, undertakings or implications whether written or oral.
2. Supply of the Services
2.1 On receipt of instructions from the Client, Signboard shall provide the Client with a scale drawing of the Sign and quotation. The Client must provide written confirmation of acceptance of the Sign and the quotation (“Order Form”) before Signboard will commence work. It is the Client’s responsibility to check the scale drawing thoroughly for errors before confirming acceptance. Signboard shall not be liable for any errors not corrected by the Client in the Order Form once it has been approved in writing by the Client.
2.2 The Order Form shall form part of the Contract.
2.3 If Signboard is prevented or delayed from performing any of its obligations under these Conditions by reason of any act or omission of the Client (other than under clause 9) then notwithstanding anything else in these Conditions the Client shall pay to Signboard all reasonable costs, charges and losses sustained or incurred by Signboard which are attributable to such act or omission.
3. Term
3.1 Subject to clause 8, the supply of the Services shall commence on the Commencement Date and end once the Sign has been first erected at the Site or where the Client uses the Inspection Service, on Inspection or reinstallation of the Sign, whichever is the latest.
4. Inspection Service
4.1 If requested Signboard will provide an additional Inspection service for a further fee .
4.2 The Inspection shall be scheduled to take place on a date to be agreed by the parties usually six calendar months from the date that the Sign is erected at the Site although time shall not be of the essence in this regard.
4.3 At the time of Inspection Signboard will assess the stability of and any damage caused to the Sign at the Site. If in the reasonable opinion of Signboard the Sign is found to be unstable, unsafe or damaged Signboard will make good or repair the Sign.
4.4 In the event that Signboard does not have suitable materials available to make good or repair the Sign at the time of Inspection, Signboard will remove the Sign from the Site. Signboard will then contact the Client to report the result of the inspection.
4.5 Signboard will not be required to make good, repair or replace a Sign which is dirty, superficially damaged or defective due to fair wear and tear.
5. Fees and Payment
5.1 Any quotation given for the Services shall only be deemed to be accepted following written confirmation of acceptance of the Order Form by the Client. The Fees shall be the fees set out in the Order Form or as otherwise agreed in writing between the parties.
5.2 All prices, fees, charges, disbursements, expenses and other sums payable are exclusive of and subject to any Value Added Tax which shall be paid by the Client in addition on payment for the Services.
5.3 Unless otherwise stated the Fees are payable within 30 days from the date of Signboard’s invoice.
5.4 No payments shall be deemed to have been received by Signboard until it has received cleared funds.
5.5 All payments payable to Signboard under the Contract shall become due immediately on termination of the Contract despite any other provision.
5.6 The Client shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.7 If the Client fails to pay any sum due under the Contract on the due date (as set out in clause 5.3), Signboard shall be entitled, without limiting any other rights it may have to charge interest on the outstanding amount at the rate of 3% above the base lending rate from time to time of the Bank of England accruing on a daily basis until payment is made whether before or after judgment. Signboard reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.8 In the event that Signboard has agreed with the Client to invoice a third party (as detailed in the Order Form) directly, the Client will indemnify Signboard for the full Fees set out in the invoice and for all associated costs and expenses incurred and interest accrued where the third party fails to pay in accordance with the provisions of this clause 5.
5.9 The Client agrees that in the event that Signboard has to hire powered access or any other access equipment or the services of abseilers to install a Sign, then on collection of the Sign, Signboard will charge to the Client the costs of hiring such equipment or such abseilers if required to remove the Sign.
6. Illegal Matter
6.1 Signboard shall not be required to print or produce any matter which in its opinion is or may be of an illegal or libellous nature or which in Signboard’s opinion may be prejudicial or detrimental to the goodwill of Signboard.
6.2 The Client shall obtain all third party consents, rights and licences as may be required in order to allow Signboard to provide the Services.
6.3 The Client shall indemnify Signboard in respect of any loss, damages, costs (including reasonable legal fees), expenses and any other claims arising out of any breach by the Client of clause 6.
7. Warranties and Liability
7.1 Signboard warrants to the Client that the Services will be provided using reasonable care, skill and workmanship. Signboard does not warrant or guarantee that the Sign will remain properly and securely erected in severe weather conditions, abnormal surrounding work conditions, or in the event of wilful damage, alteration or misuse by the Client or a third party.
7.2 Signboard does not warrant that the Sign will increase the profitability of the Client’s business or generate new business for the Client.
7.3 The Client accepts and acknowledges that responsibility and ownership of the Sign shall pass to and remain with the Client or the Site Owner (if the Site Owner is not the Client) once the Sign has been erected and subject to Signboard’s obligations under the Inspection Service (if applicable) and to clause 7.1, Signboard shall not be responsible for any loss or damage caused by the Sign if the Client fails to take appropriate measures to mend it if the Sign deteriorates or requires repairs.
7.4 Signboard will not carry out any survey of the Site where the Sign is to be erected and will not be responsible for making sure that the specifications for the Sign provided by the Client are suitable for the Site. Signboard shall not be responsible for any loss, damages, costs or other expenses incurred as a result of any damage caused by the Sign due to its oversize.
7.5 The Client accepts and acknowledges that the Signs are for temporary use only and will not last for more than one year. If the Sign is no longer needed, the Client is responsible for removing it or for any damage caused as a result of failure to remove it unless Signboard is asked to remove it and fails to do so within two weeks of the date scheduled for its removal as agreed between the parties.
7.6 In the event that Signboard no longer manufactures and installs Signs for the Client, Signboard will only remove Signs if the Client pays Signboard’s costs for doing so. The costs will be notified by Signboard to the Client in advance.
7.7 The Client is responsible for checking the Sign on installation and must report any faults or defects to Signboard with 3 working days of installation. Signboard is not responsible for any defects to the Sign which are not reported within this time period.
7.8 Except in respect of death or personal injury caused by Signboard’s negligence, or as expressly provided in these Conditions, Signboard shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss, loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Signboard, its employees or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of Signboard under or in connection with the Contract shall not exceed the amount of the Fees payable by the Client under the Contract.
7.9 If the Client is acting as agent for a Site Owner the Client undertakes to ensure that the Site Owner understands and adheres to these Conditions.
7.10 The Client shall indemnify and keep Signboard indemnified against all loss, expenses, damages or other costs, howsoever arising out of a breach by the Client or the Site Owner of these Conditions.
8. Termination
8.1 If the Client:
8.1.1 has an encumbrancer take possession of or a receiver or administrator or administrative receiver appointed over any of its property or assets; or
8.1.2 makes a voluntary arrangement with its creditors or become a subject to an administration order or bankruptcy order; or
8.1.3 enters into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations of the Client under these Conditions); or
8.1.4 ceases or threaten to cease to carry on business;
then and in any such case Signboard shall have the right (without prejudice to any of its other remedies) to terminate the Contract forthwith by written notice to the Client.
8.2 The termination of the Contract for whatever reason shall be without prejudice to the rights and obligations of the parties accrued up to and including the date of such termination.
9. Force majeure
9.1 Signboard reserves the right to postpone or cancel the Contract without liability to the Client if it is prevented from or delayed in carrying out the Services due to circumstances outside its reasonable control. This includes (without limitation) strike, lock-out or other industrial action (whether or not relating to either party’s workforce), terrorist activity, civil commotion, government action, acts of God, war or national emergency or other circumstances beyond Signboard’s reasonable control. If the event in question continues for a continuous period in excess of three months then either party shall be entitled to give notice in writing to terminate the Contract.
10. Notices and Service
10.1 Any notice required under these Conditions or by statute, law or regulation shall (unless otherwise provided) be in writing and delivered in person, sent by registered mail or sent by email or facsimile to the respective parties address as set out above or as each party may from time to time designate by notice hereunder. Any such notice shall be considered to have been given on the first working day of actual delivery or sending by facsimile or email or in any event within 2 working days after it was posted in the manner hereinbefore provided.
11. Miscellaneous
11.1 The headings to these Conditions are for convenience only and shall not affect their construction.
11.2 Where the context so admits reference in these Conditions to one gender shall include the other gender and words denoting the singular shall include the plural and vice-versa.
11.3 References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
11.4 Failure or delay by Signboard in enforcing or partially enforcing any provision of these Conditions shall not be construed as a waiver of any of its rights under these Conditions or the Contract. No waiver of any of these Conditions by either party shall be deemed to be a further or continuing waiver of any subsequent breach of that term or condition or any other term or condition.
11.5 The Client shall not be entitled to assign or sub-licence or part with possession of any of its rights or liabilities hereunder. Signboard shall be free to sub-contract the performance of all or part of its obligations hereunder.
11.6 A person who is not party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
11.7 These Conditions and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with the law of England.
11.8 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions.
Ashlong Limited
Terms and conditions of business
These conditions of Sale apply to all contracts for the supply of goods or services unless expressly excluded in writing by a director of Ashlong Limited (our screen print department ).
Any qualification of these conditions by the Buyer or any other conditions which the Buyer seeks to impose will be inapplicable unless expressly accepted in writing signed by a director of Ashlong Limited.
Ashlong Limited will to the best of it's ability comply with the Buyer's instructions covering the delivery of goods but shall not be held responsible for failure to comply with such instructions.
Claims for damaged or missing goods must be reported in writing to Ashlong Limited within three working days of receipt of goods. The Buyer shall inspect the goods at the place and time of delivery, or collection. Ashlong limited will not be liable for any defects arising from wear and tear, or from wilful damage, abnormal working conditions, misuse or alteration of the goods supplied. Unless after discovery of a defect we are given a reasonable opportunity to inspect the goods before they are used or in any way interfered with, we are not liable for any consequential costs. Non-compliance with these conditions will indicate the Buyer's acceptance of the invoice for which full payment must be made.
Ashlong Limited reserves the right to accept orders subject to:
- The supply of goods on standard packs and minimum quantities.
- The prices ruling at date of despatch or collection.
- The correction of errors and omissions on invoices/credit notes.
- A minimum goods order value of £50.00 (net of V.A.T.)
Risk in the goods passes to the Buyer upon delivery, but title in the goods remains vested in Ashlong Limited and shall only pass to the Buyer upon full payment being made by the Buyer of all sums due to Ashlong Limited or any Company nominated by Ashlong Limited. In the event of the goods being sold by the Buyer in such a manner as to pass to a third party a valid title to the goods, while any such sums are due as aforementioned, Ashlong Limited's right under this condition shall attach to the proceeds of such a sale or to the claim for such proceeds and the Buyer shall place such proceeds in a separate account. Nothing herein shall constitute the Buyer the Agent of Ashlong Limited for the purposes of any such sub sale.
The Buyer agrees that, prior to the payment of the whole price of the goods, Ashlong Limited may at any time enter the Buyers premises, or any location where the goods are stored or displayed, and with reasonable force remove the goods therefrom and that prior to such payment the Buyer shall keep such goods separate and identifiable for such purposes.
These conditions shall constitute the entire contract between Ashlong Limited and the Buyer and shall not incorporate or be deemed to incorporate the provisions of any extraneous document.
These conditions shall supersede the provisions of any previous contract, warranty or representation, made or given, relating to goods and services supplied.
Settlement terms (unless by pro-forma payment) are strictly 30 days nett.