In these Conditions:
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.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
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 DE Signs Ltd by the issue to the Customer of an Order Confirmation. The Contract will not be made until an Order Confirmation has been issued by DE Signs Ltd or DE Signs Ltd commences provision of the Goods and/or Services.
DE Signs Ltd may accept or reject an Order at 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 DE Signs Ltd or DE Signs Ltd commences provision of the Goods and/or Services.
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 DE Signs Ltd, but subject to the provisions of Condition 2.4.
No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and DE Signs Ltd.
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 DE Signs Ltd immediately. Although DE Signs Ltd will use reasonable endeavours to implement any such amendment which the Customer requests, DE Signs Ltd 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 DE Signs Ltd is able and willing to amend it, then DE Signs Ltd will send the Customer a new Order Confirmation.
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 DE Signs Ltd without giving notice to the Customer.
Any advice or recommendation given by DE Signs Ltd 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 DE Signs Ltd is followed entirely at the Customer's own risk and accordingly DE Signs Ltd shall not be liable for any such advice or recommendation which is not so confirmed.
The price for Goods and/or Services shall be as set out in the Order Confirmation. Unless otherwise stated, prices are inclusive of the cost of delivery, installation and VAT at the rate prevailing at the appropriate tax point.
Payment shall be made in full within 30 days of the date of invoice unless otherwise agreed in writing. Time for payment shall be of the essence.
If payment is not made on the due date, DE Signs Ltd shall be entitled, without prejudice to any other rights, to suspend further deliveries and to charge interest on the outstanding amount at the rate of 4% per annum above the base rate of NatWest Bank plc from time to time, accruing on a daily basis from the due date until payment is made in full.
Any dates quoted for delivery are approximate only. DE Signs Ltd shall not be liable for any delay in delivery howsoever caused.
DE Signs Ltd reserves the right to make delivery by instalments. Each instalment shall be treated as a separate contract and no cancellation of one instalment shall affect any other.
Risk in the Goods shall pass to the Customer on delivery.
Notwithstanding delivery, title in the Goods shall remain with DE Signs Ltd until DE Signs Ltd has received payment in full of all sums owed by the Customer to DE Signs Ltd in respect of Goods and/or Services supplied.
Until title passes, the Customer shall hold the Goods as bailee for DE Signs Ltd and shall store the Goods separately from other goods and clearly identify them as the property of DE Signs Ltd.
DE Signs Ltd warrants that the Goods will be free from defects in materials and workmanship for a period of 12 months from the date of delivery (or in the case of Services, 12 months from completion).
The warranty in Condition 6.1 shall not apply to defects arising from wear and tear, misuse, improper storage, installation or use, accident, neglect or alterations made by anyone other than DE Signs Ltd.
Subject to Condition 6.2, if any Goods prove to be defective within the warranty period, DE Signs Ltd shall, at its option, repair or replace such Goods or refund the price paid.
Except as expressly provided in these Conditions, DE Signs Ltd shall have no liability to the Customer for any loss or damage (whether direct, indirect or consequential) arising from the supply of Goods and/or Services or their use or resale by the Customer.
DE Signs Ltd's total liability to the Customer in respect of any contract shall not exceed the price paid by the Customer for the Goods and/or Services the subject of the claim.
Nothing in these Conditions shall exclude or limit DE Signs Ltd's liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.
These Conditions shall be governed by and construed in accordance with the laws of England and the Customer submits to the exclusive jurisdiction of the English courts.
No failure or delay by DE Signs Ltd in exercising any right under these Conditions shall operate as a waiver thereof.
If any provision of these Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.