SALE OF GOODS TERMS ​

EFFICIENT SIGNS AND PRINT LIMITED STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

1 Interpretation

1.1 In these Conditions:

‘Buyer’ means the business or customer who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller

‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller

‘Contract’ means the contract for the purchase and sale of the Goods

‘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 Conditions

‘Seller’ means Efficient Signs and Print Solutions Limited (registered in England and Wales under number 10231121)

‘Writing’ includes emails, letters and comparable means of communication.

1.2 The headings in these Conditions are for explanation only, and they will not affect their interpretation.

2 Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in relation to the written quotation of the Seller which the Buyer approved and accepted, or any order of the Buyer which is accepted by the Seller, subject to these Conditions. The Conditions of the Contract, will exclude any other terms and conditions which are not accepted, or appears to be accepted or any such order that is made or assumed to be made by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the Seller and the Buyer.

2.3 The Sellers’ employees or third party agents are not authorised to make any discounted or special deals concerning the Goods unless confirmed by the Seller in Writing. By entering into the Contract not authorised, the Buyer agrees that it waives any claim for breach of the terms of the Contract, any such information which is not confirmed.

2.4 Any advice or recommendation given by the Seller or third party agents to the Buyer regarding storage or use the of the Goods which is not confirmed in Writing by the Seller is carried out or acted on entirely at the Buyer’s own risk, and the Seller will not be liable for any such advice or recommendation which is not confirmed in writing.

2.5 Any typing errors or omissions, or any other errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.6 If the property of the Goods passes to the Buyer and the Buyer has not paid, the Seller shall be entitled at any time to require the Buyer to immediately make the payment. If signage have been installed outside of the Buyers property or the agreed installation premises and payment has not been made, the Seller will remove the signage until the balance in paid in full and the Buyer will be charge for re-installation.

3 Orders and Specifications

3.1 Any order submitted by the Buyer will not be accepted by the Seller until confirmation in Writing by the Seller’s authorised employee.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quality, description, quantity and any specification for the Goods shall be those set out in the Seller’s quotation only if accepted by the Buyer.

3.4 Goods to be made or to be made and applied is to be applied by the Seller in relation to a specification submitted by the Buyer. The Buyer shall compensate 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 trademark or other industrial or intellectual property rights of any other person which result from the Seller using the Buyer’s information.

3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required by law or to comply with safety, where the Goods are to be supplied to the Seller’s specification, but do not affect the Goods quality or its’ performance.

3.6 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 compensate the Seller in full against all losses, costs of all labour and materials used, damages, charges and expenses incurred by the Seller as a result of cancellation.

3.7 When the Seller gives a quotation based on information supplied by the Buyer, the Buyer is responsible for the accuracy of the information and any increased costs of supply resulting from any inaccurate information supplied which is the Buyer’s responsibility.

3.8 Goods ordered but not collected will incur a 20% re-stocking fee. 

4 Price of the Goods

4.1 Prices of the Goods shall be quoted by the Seller or, where no price has been given or no longer valid, the Seller’s current price list will be used at the date of accepting the order. The Buyer is responsible for verifying that the prices in the Seller’s published price list are current. Where the Goods are supplied for export from the United Kingdom, the Seller will charge an export price. All prices quoted are valid for 60 days or until earlier acceptance by the Buyer, after which time the price may be altered by the Seller giving notice to the Buyer.

4.2 The Seller has the right, by giving notice to the Buyer that they must pay a delivery charge if it was not previously agreed. 

4.3 Except as otherwise expressly agreed, all prices given by the Seller do not include delivery to the Buyer’s premises unless it has agreed and expressly written in the quotation. An additional cost will be added for all deliveries.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be liable to pay to the Seller.

5 Terms of Payment

5.1 Subject to any specific agreed terms in Writing between the Seller and the Buyer, the Seller shall invoice the Buyer for the price of the Goods before delivery of the Goods.

5.2 Subject to Clause 5.3 below, the Buyer shall pay for the price of the Goods plus VAT of 20% or exclude VAT if the Goods are non-vatable. A receipt for payment will be issued once payment has been made.

5.3 The Seller has the right to demand immediate payment be made in full be made by the Buyer before collection or delivery of the Goods.

5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.4.1 demand immediate for all goods both outstanding and current;

5.4.2 cancel the order or suspend any further orders from the Buyer; and

5.4.3 charge the Buyer statutory interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum above the Bank of England base rate until payment is made in full if payment is not paid according to agreed credit terms (a part of a month being treated as a full month for the purpose of calculating interest);

5.5 The Seller will invoice you for payment of the Fees either:

  1. when we have completed the Services; or
  2. on the invoice dates set out in the quotation.

5.6 You must pay the Fees due within 1 day of the date of our invoice or otherwise in accordance with any credit terms agreed between Seller and Buyer

5.7 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

5.8 If you do not pay within the period set out above, we will suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

5.9 Receipts for payment will be issued by us or at your request.

5.10 All payments must be made in £ Pounds Sterling unless otherwise agreed in writing between us.

 

 

6 Title and Risk

6.1 The risk in the Goods shall pass to the Buyer upon completion of delivery.

7 Delivery

7.1 The delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection between Monday to Friday 9am to 6pm except Bank Holidays, or another place for delivery which is agreed between the Seller and the Buyer.

7.2 The dates quoted for delivery or collection of the Goods are approximate and the Seller will not be responsible if there is a delay beyond the Seller’s control. The time of delivery shall not be relevance unless previously agreed by the Seller. The delivery of the Goods by the Seller in advance of the quoted delivery date, will give reasonable notice to the Buyer.

7.3 Where delivery of the Goods is to be made by the Seller by using a courier service or pay for postage, the Seller shall charge a deliver fee.

7.4 Where the Goods are to be delivered over a period of time, any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as being breached.

7.5 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s control or the Buyer’s fault, and the Seller would not be liable to the Buyer, the Seller’s liability shall be limited as per clause 9.

7.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller enough time for delivery or delivery and installation other than by reason of any cause beyond the Buyer’s reason control or by reason of the Seller’s fault, without prejudice to any other right or remedy available to the Seller the Seller may:

7.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs of storage.

8 Risk and Property

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

8.1.1 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

8.1.2. in the case of the Goods to be delivered other than from the Buyer’s premises at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods at the time when the Seller has delivered the Goods.

8.2 Delivery and passing the risk of the Goods or any other part of these Conditions, the Goods shall not be passed to the Buyer until the Seller has received full payment or the payment has cleared in relation to the full price of the Goods and all other Goods agreed to be sold for which payment is then due.

8.3 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) become due and payable forthwith.

9 Warranties and Liability

9.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects.

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

9.2.1 the Seller shall not be under any liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

9.2.2 the Seller shall be under no liability in respect of any defect arising from abnormal working conditions, fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions, or misused the Goods;

9.2.3 the Seller shall not be under any liability under the above warranty or any other warranty or condition if the total price for the Goods has not been paid by the due date for payment;

9.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller.

9.3 Subject to these Conditions, and except where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979), all warranties, conditions or other terms implied by statute or common law are excluded which is permitted by law.

9.4 Where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights of the Buyer are not affected by these Conditions.

9.5 Any claim by the Buyer that is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not the delivery is refused by the Buyer) inform the Seller within 1 day from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller, the Buyer will not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price of the Goods that had been delivered as agreed by the terms of the Contract.

9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or there is a failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods or the part defected free of charge or, at the Seller’ discretion. A refund to the Buyer the price of the Goods or a proportion of the price paid but only at the Seller’s discretion and the Seller shall have no further liability to the Buyer.

9.7 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, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage. Any expenses, costs or other claims as a consequence of and any other negligence by the Buyer, which arise out of or with the supply of the Goods or their use, the Buyer will be subject to pay for all cost in these Conditions.

9.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay or failure to perform any work in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to generalise the causes of a delay or failure, the following shall be regarded as causes beyond the Seller’s reasonable control:

9.8.1 Act of God, explosion, flood, tempest, fire or accident, failure or parts or breakdown in machinery, war or threat of war, sabotage, war or threat of war, sabotage, restrictions, regulations, laws of any kind issued by any government, parliament, local authorities, regulatory bodies and difficulties in obtaining raw materials, labour, fuel and power of utilities.

10 Insolvency of Buyer

10.1. This clause applies if:

10.1.1 the Buyer makes any voluntary arrangement with its creditors or goes into administration, or an individual or the company becomes bankrupt, or the company goes into Liquidation other than an merger and acquisition; or

10.1.2 an encumbrancer who is a person with a legal claim against a property takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

10.1.3 the Buyer stops, or plans to stop trading; or

10.1.4 if the Seller has reasons that any of the above mentioned will occur in relation to the Buyer and notifies the Buyer accordingly.

10.2 If any of these clauses apply without any other right or remedy available to the Seller, the Seller will cancel the Contract or suspend any further work or delivers under the Contract without any liability to the Buyer. If the Goods have been delivered but not paid for, the payment will be due immediately and become payable forgetting any previous agreement.  

10.3 Before the Goods are pass to the Buyer, then the Buyer becomes insolvent or the Seller reasonably believes that any such event it is about to happen, the Goods would not be release to the Buyer.

10.4 If the Seller knows the Buyer will become insolvent or the Seller knows in advance, the Buyer must ensure that all outstanding payment/s are made.

11 Data Protection

11.1 When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

11.2 The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

11.3 For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

11.4 The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

11.5 The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

11.6 The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

11.7 Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found The policy can be found on our website and in the office. For any enquiries or complaints regarding data privacy, you can contact Director at the following e-mail address: [email protected]

12 Intellectual property

12.1 Designs and designs of logos produces by the Seller, the Buyer will be charge a design fee plus V.A.T. Under copyrights laws, the ‘author’ of the work is deemed the owner of the work which is the Sellers’ as the Buyer as requested the Seller to start and complete the design/s and or logo/s.

12.2 When the Buyer needs the file/s of the Artwork of the logo/s and or design/s, a fee will be charged and it will depend on the size of the file. This refers to work that has already been designed. The Buyer and Seller needs sign the Sellers Logo Design agreement.

12.3 When the Buyer needs full rights to all of their files in digital format, the Sellers Logo Design agreement. This service will be chargeable to download, remove, save and send the file/s and also to remove the file/s from the Sellers’ Server.

12.4 We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

13 General

13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to relevant party at its registered office or main place of business or an address that is relevant at the time of trading.

13.2 A no waiver by the Seller permits any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent or other service.

 

14 Application and the entire agreement

14.1 These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Efficient Signs and Print Solutions Limited a company registered in England and Wales under number 10231121 whose registered office is at 540 High Road, Leytonstone, London, E11 3DH (we or us) to the person buying the services (you).

14.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

14.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

15 Law and jurisdiction

15.1 This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

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