Terms and Conditions for Vivid Signs Limited

1. INTERPRETATION

1.1 In these Terms and Conditions.

“Buyer”: means the person, firm or company referred to as such in the Purchase Order;

“Contract”: means the contract for the purchase and sale of the Goods agreed to be provided by Vivid Signs Limited to the Buyer in accordance with these Terms and Conditions;

“Delivery Point”: means the place where delivery of the Goods is to take place under clause 4;

“Goods”: means the goods listed in the Purchase Order overleaf;

“Purchase Order”: means the written instruction overleaf to supply the Goods incorporating these Terms and Conditions;

“Specification”: means the specification of the Goods as set out in the Schedule attached;

“Terms and Conditions”: means these terms and conditions, the Purchase Order and the Specification;

“Vivid Signs Limited”: place of business is at 8 The Drove, West Wilts Trading Estate, Westbury BA13 4JE.

1.2 Words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender.

2. APPLICATION OF TERMS AND CONDITIONS

2.1 Subject to any variation under clause 2.3 the Contract shall be on these Terms and Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer´s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These Terms and Conditions apply to all Vivid Signs Limited’ sales and any variation to these Terms and Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director on behalf of Vivid Signs Limited. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Vivid Signs Limited which is not set out in the Contract. Nothing in these Terms and Conditions shall exclude or limit Vivid Signs Limited’ liability for fraudulent misrepresentation.

3. DESCRIPTION

The quantity and description of the Goods shall be as set out in the Purchase Order and Specification. All samples, drawings, descriptive matter, specifications (other than the Specification) and advertising issued by Vivid Signs Limited and any descriptions or illustrations contained in Vivid Signs Limited’ catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY

4.1 Unless otherwise agreed in writing by Vivid Signs Limited, delivery of the Goods shall take place at Vivid Signs Limited’ place of business. The Buyer shall take delivery of the Goods within 4 days of Vivid Signs Limited’ giving it notice that the Goods are ready for delivery.

4.2 Any dates specified by Vivid Signs Limited for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.3 Subject to the other provisions of these Terms and Conditions neither Vivid Signs Limited nor its officers nor Directors nor employees nor agents shall be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Vivid Signs Limited’ negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 45 days.

4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Vivid Signs Limited is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by Vivid Signs Limited’ negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) Vivid Signs Limited may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods. For the avoidance of doubt, the loading of the Goods by the Buyer or its agents or employees shall be at the Buyer’s own risk.

4.6 Vivid Signs Limited may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by Vivid Signs Limited upon despatch from Vivid Signs Limited’ place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 Neither Vivid Signs Limited nor its Directors nor employees nor agents shall be liable for any nondelivery of Goods (even if caused by the negligence of Vivid Signs Limited or its Directors or employees or agents) unless the Buyer gives written notice to Vivid Signs Limited of the nondelivery within 15 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of Vivid Signs Limited for nondelivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of delivery.

6.2 Ownership of the Goods shall not pass to the Buyer until Vivid Signs Limited has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Goods; and

(b) all other sums which are or which become due to Vivid Signs Limited from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as Vivid Signs Limited’ bailee;

(b) store the Goods (at no cost to Vivid Signs Limited) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Vivid Signs Limited’ property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d) maintain the Goods in satisfactory condition and keep them insured on Vivid Signs Limited’ behalf for their full price against all risks to the reasonable satisfaction of Vivid Signs Limited. On request the Buyer shall produce the policy of insurance to Vivid Signs Limited.

6.4 The Buyer´s right to possession of the Goods shall terminate immediately if:

(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors, or enters into liquidation (otherwise than for the purpose only of reconstruction or amalgamation), or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Vivid Signs Limited and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

(c) the Buyer encumbers or in any way charges any of the Goods.

6.5 Vivid Signs Limited shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Vivid Signs Limited.

6.6 The Buyer grants Vivid Signs Limited, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer´s right to possession has terminated, to recover them.

6.7 Where Vivid Signs Limited is unable to determine whether any Goods are the goods in respect of which the Buyer´s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Vivid Signs Limited to the Buyer in the order in which they were invoiced to the Buyer.

6.8 On termination of the Contract, howsoever caused, Vivid Signs Limited’ (but not the Buyer´s) rights contained in this clause 6 shall remain in effect.

7. PRICE

7.1 The price of the Goods shall be stated in the Purchase Order. Any deposit received by the Buyer shall be accepted by Vivid Signs Limited as part payment for the Goods which deposit shall be non-refundable.

7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to installation, packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

8. PAYMENT

8.1 Subject to clause 8.3, payment of the price for the Goods is due on presentation of an invoice and is to be made by cash or cheque made payable to Vivid Signs Limited. No payment shall be deemed to have been received until Vivid Signs Limited has received cleared funds.

8.2 Vivid Signs Limited reserves the right to charge interest on sums due from the Buyer which are not paid in full within 30 days of the date of the invoice at the statutory rate of interest as specified under the Late Payment of Commercial Debts (Interest) Act 1998. The Buyer shall bear all costs incurred by Vivid Signs Limited in obtaining payment of all such sums due.

8.3 Time of payment is of the essence and where payment is overdue pursuant to clause 8.2 Vivid Signs Limited reserves the right to suspend, cancel or terminate its obligations under the Contract and to retain any materials or artwork received from the Buyer (until payment of the outstanding balance due and interest and any costs incurred by Vivid Signs Limited is paid in full) as well as retain any money paid by the Buyer.

8.4 In the event of breach of the Contract by the Buyer (which shall include the Buyer cancelling the supply of any of the Goods ordered by the Buyer under the Contract) the Buyer is liable for the payment of the Goods on a full indemnity basis provided that Vivid Signs Limited are not in material breach of these Terms and Conditions.

9. QUALITY

9.1 Vivid Signs Limited warrants that (subject to the other provisions of these Terms and Conditions) upon delivery the Goods shall:

(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

(b) correspond with the description in the Purchase Order and the Specification.

9.2 Vivid Signs Limited shall not be liable for a breach of any of the warranties in clause 9.1 unless:

(a) the Buyer gives written notice of the defect to Vivid Signs Limited, and, if the defect is as a result of damage in transit to the carrier, within 2 working days of the time when the Buyer discovers or ought to have discovered the defect; and

(b) Vivid Signs Limited is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by Vivid Signs Limited) returns such Goods to Vivid Signs Limited’ place of business at Vivid Signs Limited’ reasonable cost for the examination to take place there.

9.3 Vivid Signs Limited shall not be liable for a breach of any of the warranties in clause 9.1 if:

(a) the Buyer makes any further use of such Goods after giving such notice; or

(b) the defect arises because the Buyer failed to follow Vivid Signs Limited’ oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(c) the Buyer alters or repairs such Goods without the written consent of Vivid Signs Limited.

9.4 Subject to clause 9.2 and clause 9.3, if any of the Goods do not conform with any of the warranties in clause 9.1 Vivid Signs Limited shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Vivid Signs Limited so requests, the Buyer shall, at Vivid Signs Limited’ expense, return the Goods or the part of such Goods which is defective to Vivid Signs Limited.

9.5 If Vivid Signs Limited complies with clause 9.4 it shall have no further liability for a breach of any of the warranties in clause 9.1 in respect of such Goods.

10. LIMITATION OF LIABILITY

10.1 Subject to clause 4, clause 5 and clause 9, the following provisions set out the entire financial liability of Vivid Signs Limited (including any liability for the acts or omissions of its Directors, employees, agents and sub-contractors) to the Buyer in respect of:

(a) any breach of these Terms and Conditions;

(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

(c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3 Nothing in these conditions excludes or limits the liability of Vivid Signs Limited:

(a) for death or personal injury caused by Vivid Signs Limited’ negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for Vivid Signs Limited to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation.

10.4 Subject to clause 10.2 and clause 10.3:

(a) Vivid Signs Limited’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid by the Buyer for the Goods under the Contract; and

(b) Vivid Signs Limited shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10.5 Any e-mails, attachments to e-mails and other material downloaded or received electronically by the Buyer from Vivid Signs Limited is at the risk of the Buyer alone and the Buyer is solely responsible for any damage to its computer system or loss of data that results from any such download or receipt.

11. INTELLECTUAL PROPERTY

11.1 The Specification and design of the Goods (“Design”) together with any samples, drawings, materials produced by Vivid Signs Limited in connection with the Goods (“Materials”) including copyright, design right or other intellectual property in such Specification, Design and Materials shall as between the parties remain the property of Vivid Signs Limited. Where any designs, artwork or specifications have been supplied by the Buyer to Vivid Signs Limited the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly, supply, printing or copying of the Goods shall not infringe the rights of any third party.

11.2 The Buyer will indemnify Vivid Signs Limited against any claim made against Vivid Signs Limited arising from the breach of the warranty given by the Buyer in clause 11.1.

12. ASSIGNMENT

Vivid Signs Limited may assign or sub-contract the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Vivid Signs Limited.

13. FORCE MAJEURE

Vivid Signs Limited reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Vivid Signs Limited including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to Vivid Signs Limited to terminate the Contract.

14. GENERAL

14.1 Each right or remedy of Vivid Signs Limited under the Contract is without prejudice to any other right or remedy of Vivid Signs Limited whether under the Contract or not.

14.2 If any provision of the Contract is found by any judicial or other competent authority to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.3 Failure or delay by Vivid Signs Limited in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by Vivid Signs Limited of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.5 This Contract shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

15. COMMUNICATIONS

15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

(a) (in case of communications to Vivid Signs Limited) to 8 the Drove, West Wilts Trading Estate, Westbury BA13 4JE or such changed address as shall be notified to the Buyer by Vivid Signs Limited; or

(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to Vivid Signs Limited by the Buyer.

15.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b) if delivered by hand, on the day of delivery; or

(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

16. Right to Return the Goods and to Receive a Refund

16.1 Unless the items are faulty then the seller is under no obligation to accept the return of Goods nor to issue a refund to the Buyer

16.2 While the Goods remain in the Seller’s possession the Seller is under a duty to ensure that the Goods are kept safe and secure.

16.3 Where the Goods are custom made to the order of the Buyer, the Buyer shall not be entitled to return the Goods and receive a refund unless the Goods are faulty. The statutory rights of the Buyer are unaffected.

16.4 If the Goods develop a fault you must notify the place of purchase as soon as possible.

17. Warranty

17.1 The Seller waranties all goods against faulty workmanship and manufacturing defects for 12 months from the Delivery Date except the Envirolight that carries a 5 year parts warranty from the Delivery Date. Any faulty components will be replaced free of charge but consequential loss will not be covered nor any costs in the act of replacement of faulty components.

18. SCHEDULE

18.1. The Specification