Terms & Conditions.

THE SIGN BRIDGE LTD - TERMS AND CONDITIONS

1 Interpretation

1.1 In these Terms:

“BUYER” means the person who accepts the Seller’s Written Quotation for the sale of the Goods or

whose Written order for the Goods is accepted by the Seller;

“GOODS” means the goods (including any instalment of the goods or any parts for them) which the

Seller is to supply in accordance with these Terms;

“SERVICES” means the service to be provided by the Seller to the in accordance with these Terms;

“SELLER” means The Sign Bridge Limited (company no. 12730758) of Unit K, Ringstones Industrial

Estate, Bridgemont, Whaley Bridge, High Peak, SK23 7PD

“CONTRACT” means the contract for the sale and purchase of the Goods;

“TERMS” means the standard terms of sale set out in this document and (unless the context

otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;

“WRITING”, and any similar expression, includes facsimile transmission but not electronic mail or

other forms of electronic communication.

1.2 A reference in these Terms to a 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 Terms are for convenience only and shall not affect their interpretation.

2 Basis of the sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods and Services in accordance with the

Seller’s Written quotation, or the Buyer’s Written order, subject in either case to these Terms, which shall

govern the Contract to the exclusion of any other terms.

2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised

representatives of the Buyer and the Seller.

2.3 The Seller’s employees or agents are not authorised to make any representations concerning the

Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that

it does not rely on any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its

employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by

the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be

liable for any such advice or recommendation which is not so confirmed.

3 Orders and specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until

confirmed in Writing by the Seller’s authorised representative.

3.2 The quantity, quality and description of the Goods and Services and any specification for them shall

be as set out in the Seller’s quotation or the Buyer’s order.

3.3 The Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against

or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any

claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual

property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.4 The Seller reserves the right to make any changes in the specification of the Goods and Services

which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are

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to be supplied and the Services are to be provided to the Seller’s specification, which do not materially

affect their quality or performance.

3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the

agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all

loss and costs incurred by the Seller as a result of cancellation.

4 Price of the Goods and Services

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a

quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of

acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the

Buyer, after which time they may be altered in accordance with Condition 4.2 below.

4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to

increase the price of the Goods and Services to reflect any increase in the cost to the Seller which is due to

any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation,

currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs

of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested

by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller

adequate information or instructions, or to rectify a mistake in the price.

4.3 Where the Goods to be delivered to the Buyer’s premises are damaged in transit the Buyer shall mark

the third party courier’s documentation to indicate that the contents have been received “unchecked” and

provide full co-operation to the Seller in making a claim against the third party courier.

4.4 Except where stated, the price is exclusive of any applicable value added tax.

4.5 In the event that the buyer cancels an order after work has commenced on the order, the Seller will

calculate the costs it has incurred – including materials purchased and design time –and the Buyer will be

liable for these costs. The Seller can, at their discretion, deduct theses costs from any deposit that may

have been paid when the order was placed.

5 Terms of payment

5.1 50% of the quoted price is due and payable immediately upon the date of the Contract where the

signs are to be installed. In the case of a supply only order then a 100% deposit is payable. Any balance is

due as soon as the installation has been completed.

5.2 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller may

invoice the Buyer for the balance of the price of the Goods and Services on or at any time after delivery of

the Goods or provision of the Services, unless the Goods are to be collected by the Buyer or the Buyer

wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the

Buyer for the price at any time after the Seller has failed to take delivery of the Goods or accept

performance of the Services.

5.3 The Buyer shall pay the price within 30 days of the date of the Seller’s invoice, and the Seller shall

be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in

the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the

Contract. Receipts for payment will be issued only upon request.

5.4 If the Buyer fails to make any payment on the due date then, without limiting any other right or

remedy available to the Seller, the Seller may:

5.4.1 cancel the contract or suspend any further deliveries to the Buyer;

5.4.2 charge the debit/credit card of the Buyer for the balance due to be paid;

5.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate

of eight per cent per annum above the Bank of England base rate from time to time, until payment

in full is made.

6 Delivery

6.1 Delivery of the Goods shall be made at the Buyer’s premises or, if some other place for delivery is

agreed by the Seller, by the Seller delivering the Goods to that place.

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6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable

for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the

Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in

advance of the quoted delivery date on giving reasonable notice to the Buyer.

6.3 The Seller may deliver the Goods in instalments and provide the Services in stages, and each

delivery and provision shall constitute a separate contract and failure by the Seller to deliver or provide any

one or more of the instalments or stages in accordance with these Terms or any claim by the Buyer in

respect of any one or more instalments or stages shall not entitle the Buyer to treat the Contract as a

whole as repudiated.

6.4 If the Seller fails to deliver the Goods or provide the Services for any reason other than any cause

beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer,

the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available

market) of similar goods to replace those not delivered or supplied over the price of the Goods and

Services.

6.5 The Seller provides an artwork design service to the Buyer so that, before the Goods are made,

there is a clear approval for what the Goods will look like. It is accepted that the Buyer will want to revise

the artwork from time to time before giving this approval. The Seller is willing to make three revisions to

the artwork as part of its service. For any revisions beyond this, the Seller reserves the right to charge for

design at a rate of £195 per revision. The Seller will notify the Buyer in advance of making such a charge.

6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery

instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s

reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy

available to the Seller, the Seller may:

6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including

insurance) of storage; or

sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and

selling expenses) account to the Buyer for the excess over the price under the Contract or charge

the Buyer for any shortfall below the price under the Contract.

6.6.2 Cancellation of a planned delivery by the customer will result in the following charges

1 weeks’ notice = no charge

2 full days’ notice = 50% of the installation charge

Less than 2 days’ notice = 100% installation charge

7 Risk and property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies

the Buyer that the Goods are available for collection; or

7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery

or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has

tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these

Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared

funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the

Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as

the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third

parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer

may use the Goods in the ordinary course of its business.

7.4 Until such time as the property in the Goods passes to the Buyer, the Seller may at any time

require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on

any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

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7.5 The Seller may use photos of the Goods for its own marketing purposes and may publish

information concerning the order for its own marketing purposes – except where the Buyer notifies the

Seller in writing that this is not permitted.

8 Warranties and liability

8.1 Subject to the following provisions the Seller warrants that the Goods supplied, and the Services

provided will correspond with their specification at the time of delivery or performance and will be free

from defects in material, workmanship and design (other than a design specified by the Buyer) for a period

of 3 months from the date of delivery or performance.

8.2 The Seller offers a 5-year warranty on all permanent signs unless otherwise stated in the quotation. If

the signs should fail in this time, the Seller will replace the signs at no cost to the Buyer due to a

manufacturing or material fault. The warranty will not apply where the signs are damaged due to a

deliberate or accidental action, or due to extreme weather conditions.

8.3 In the event that the Goods and / or Services do not comply with the specification due to a defect in

material, workmanship or design (other than a design specified by the Buyer) then the Seller will at its

option repair or replace such Goods and / or re-perform or refund the price of such Services.

8.4 The above warranty is given by the Seller subject to the following conditions:

8.4.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing,

design or specification supplied by the Buyer;

8.4.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful

damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions

(whether oral or in Writing), misuse, alteration or repair of the Goods without the Seller’s approval

or as a result of a defect in the surface to which the Goods are attached or applied;

8.4.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or

guarantee) if the total price for the Goods has not been paid by the due date for payment;

8.5 Any repaired or replacement Goods or re-performed Services will be liable to repair or replacement

and / or re-performance or refund under the terms specified in Condition 8.1 for the unexplored portion of

the 3-month period from the original date of delivery of the replaced Goods or from the original date of

provision of the re-performed Services.

8.6 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer. If

delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled

to reject the Goods and shall be bound to pay the price as if the Goods had been delivered in accordance

with the Contract.

8.7 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not

be liable to the Buyer 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 loss of

profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for

compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or

otherwise) which arise out of or in connection with the supply of the Goods or provision of the Services

(including any delay or failure to supply the Goods or provide the Services in accordance with the Contract

or at all) or their use by the Buyer, and the entire liability of the Seller under or in connection with the

Contract shall not exceed the price of the Goods and Services, except as expressly provided in these

Terms.

8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason

of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the

Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting

the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

8.8.1 Act of God, explosion, flood, tempest, fire or accident,

8.8.2 war or threat of war, terrorism, sabotage, insurrection, civil disturbance, requisition or force

majeure.

8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any

governmental, parliamentary or local authority;

8.8.4 import or export regulations or embargoes;

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8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the

Seller or of a third party);

8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.8.7 power failure or breakdown in machinery.

8.9 Where the Buyer has delivered any item of equipment, plant, machinery or any vehicles to the Seller’s

premises for the purposes of attachment or application of the Goods or performance of the Services then

the Seller accepts no liability whatsoever (save for personal injury or death as a result of the Seller’s

negligence) for any damage to the equipment, plant, machinery or vehicle, indirect, special or

consequential loss or damage, loss of profit, costs, expenses or other claims for compensation whatsoever

whether caused by the negligence of the Seller, its employees or agents or otherwise.

8.10 The Buyer acknowledges that the above provisions of this Condition 8 are reasonable and reflected in

the price, which may be higher without those provisions, and the Buyer will accept such risk and / or insure

accordingly.

8.11 Our warranty includes the following – Paint, Finish, Mechanisms, Functionality, Durability, Resilience,

Abrasion. This runs from the date of delivery or installation and that what is agreed between seller and the

buyer. If not stated otherwise the standard warranty given is 5 years on PERMANENT SIGNS. Temporary

signs such as banners, exhibition signs and short-term life expected signage will have NO warranty.

9 Insolvency of Buyer

9.1 If the Buyer makes a composition or voluntary arrangement with its creditors or becomes bankrupt

or enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or

reconstruction), or a moratorium comes into force in respect of the Buyer (within the meaning of the

Insolvency Act 1986) or the Buyer ceases, or threatens to cease, to carry on business then the Seller may

cancel the Contract or suspend any further deliveries or provision under the Contract without any liability to

the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due

and payable.

10 General

10.1 Any notice under these Terms shall be in Writing addressed to that other party at its registered

office or principal place of business or such other address as may at the relevant time have been notified

pursuant to this provision to the party giving the notice.

10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver

of any subsequent breach of the same or any other provision.

10.3 All future contracts between the Buyer and Seller shall be deemed subject to these Terms unless

varied in writing.

10.4 If any provision of the Contract is held by a court or other competent authority to be invalid or

unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of

the provision in question shall not be affected.

10.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the

exclusive jurisdiction of the English courts and any claim arising under this contract shall be brought in the

Derbyshire County Court.