Terms and conditions – Elite Signs & Graphics Limited
Our Terms
1. The terms (Terms) set out below together with the Contract Details set out the terms and conditions upon which Elite Signs & Graphics Limited (we/us/our) will supply its services to you, the customer named in the Contract Details (you/your).
A. These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate or which are implied by law, trade, custom, practice or course of dealing.
B. If there is any inconsistency between the Terms and the Contract Details, the Contract Detail shall have priority.
C. Any quotation we provide shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
D. In these Terms when we refer to the following terms they shall have the following meanings:-
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: 8.00 am to 5.00pm on a Business Day.
Charges: the charges payable by you for the supply of the Services in accordance with clause 6.
Contract: the contract between you and us for the supply of the Services in accordance with these Terms.
Deliverables: the deliverables set out in the Contract Details which we shall produce for you in the provision of the Services.
Intellectual Property Rights: all patents, rights to inventions, copyright, trademarks, business names, goodwill, right to sue for passing off, rights in computer software, database rights and all other intellectual property rights in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: your order for the Services whether set out in your purchase order or the written acceptance of our quotation as the case may be. Services: the services, including the Deliverables, to be supplied by us to you as more particularly described in the Contract Details.
Specification: the specification for the Services set out in the Contract Details. Vehicle(s): the vehicle(s) (if any) set out in the Contract Details.
2. Information about us and how to contact us
• We are a limited company, registered in England and Wales under company number 05247311 and have our registered office at Unit 2320 Central park, Western Avenue, Bridgend Industrial Estate, CF31 3RH. Our VAT number is 914601744 .
o You can contact us by telephoning us on 01656 661649 or by e-mailing us at hello@elitesigns.co.uk. If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to the registered office address set out above. We will confirm receipt of this by contacting you in writing.
o If we have to contact you or give you notice in writing, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order. If any of your contact details change please can you contact us to let us know so we can ensure the contact details we hold for you are kept up to date.
o “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
• Your Order constitutes an offer by you to purchase the Services in accordance with these Terms. Before submitting your Order, please ensure it is complete and accurate.
o Our acceptance of your Order will take place when we contact you to accept it, at which point the Contract shall come into existence.
o If we are unable to accept your Order we will inform you of this. This might be because a product or service may no longer be available, because a credit reference we have obtained does not meet with our minimum requirements or because we are unable to meet any supply or installations deadlines you have specified.
4. Our Services
o We will supply the Services in all material respects in accordance with the Specification.
o We shall use all reasonable endeavours to meet any performance dates but any such dates shall be estimates only and time shall not be of the essence for the supply of the Services.
o We may in the provision of the Services provide you with proofs and other materials which we will require you to approve before we proceed to the next stage of the performance of the Services. Such approvals must be provided within the timescales we specify to avoid any delay in the provision of the Services. We require such approvals in writing to avoid any confusion.
o Proofs of all designs provided in the provision of the Services are supplied in electronic format. We cannot guarantee that any device on which you display the electronic file will accurately reflect the colours of the Deliverables. Although we use all reasonable endeavours to ensure colours are accurately represented, there may be minor variations.
o We reserve the right to make changes to the Services which are necessary to comply with applicable laws and regulations or which do not materially affect the nature or quality of the Services.
o Where the Services include the installation of Deliverables, installation of such Deliverables shall take place at the premises set out in the Contract Details.
o Where the Services are to be performed on Vehicle(s), such Services will be performed on the Vehicle(s) identified in the Contract Details.
o Whilst providing the Services on a Vehicle, it may be necessary to remove certain components e.g. lights or handles. We will refit such components and you will be asked to confirm such components are in working order on collection of the Vehicle. We will make good any damage to any component caused by us in the course of providing the Services but we are not responsible for the cost of repairing any pre-existing fault or damage that we discover in carrying out the Services or which is otherwise caused by our providing the Services.
o During the provision of the Services, additional services may be required whether due to a pre-existing condition of your Vehicle(s) or premises or otherwise. If additional services are required to be carried out, we will advise you of the additional services required, any additional costs (including any increase in our Charges) and the impact upon any agreed timescales and will not undertake any additional services without your consent. If you do not consent to the additional services, this may affect our ability to perform the Services and we may terminate the Contract without any liability to you.
o Unless otherwise agreed delivery of the Deliverables shall take place at our premises.
o Risk in the Deliverables shall pass to you on delivery. Title to the Deliverables shall not pass until payment has been made in full of our Charges. At any time before title to the Deliverables passes to you, we may require you to deliver up the Deliverables and if you fail to do so, we may promptly enter any premises where the Deliverables are stored to recover them.
o Subject to clause 4.12, if you fail to take delivery of all or any of the Deliverables within 3 days of us notifying you that they are ready, delivery shall be deemed to have been completed at 9.00am on the third Business Day following the day on which we notify you that the Deliverables are ready and we shall store the Deliverables until actual delivery takes place and charge you for all related costs and expenses (including insurance).
o Any Vehicle(s) on which the Services are supplied must be collected on the day we notify you it is or they are ready for collection. If you fail to collect the Vehicle(s) on this date, they will be stored outside of our premises at your risk. If it becomes necessary for us to place the Vehicle(s) in storage, you will be responsible for all related costs and expenses (including insurance).
o If 20 Business Days after the day on which you are notified that the Deliverables are ready delivery you have not taken actual delivery of them, we may, at our discretion, dispose of all or part of the Deliverables. You shall still be liable to pay our Charges.
o If our ability to perform this Contract is delayed by an event outside of our control, including but not limited to pandemic or epidemic, war, sanctions, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event, but if there is a risk of substantial delay, we reserve the right to be able to vary our Charges to take into account any increased costs in supplying the Services. If such Charges increase is not agreed, you may contact us to end the Contract and receive a refund for any Services you have paid for but not received.
5. Your obligation
o and you will comply at all times with such approvals, licences, consents or permissions;
• Without limiting any other rights or remedies available to us, if our ability to perform our obligations under the Contract is prevented or delayed because you do not comply with your obligations set out in the Contract (Your Default):-
o we may suspend performance of the Services until such time as Your Default has been remedied; o we will not be responsible for any delays or for any costs or losses you incur arising out of our inability to perform our obligations; o you may be charged additional charges to cover any extra work or costs we incur as a consequence of Your Default.
6. Our Charges
• Our Charges are set out in the Contract Details.
o Our Charges are exclusive of value added tax (VAT). Where VAT is payable you must pay us such additional amounts in respect of VAT at the applicable rate at the same time as you pay the Charges.
o We may, by giving you notice at any time before performance of the Services, increase our Charges to reflect any increase in the costs of goods or services due to any factor beyond our control including but not limited to war, sanctions, pandemic, epidemic, foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other supply costs.
o Our payment terms are set out in the Contact Details. If our payment terms are not set out in the Contract Details, you shall pay each invoice we submit within 14 calendar days of the date of the invoice. All amounts due under this Contract shall be paid in full without set off, counterclaim, deduction or withholding (other than deduction or withholding of tax as required by law).
o If you do not make any payment due to us by the due date for payment we may (without affecting any of our other rights and remedies):-
suspend the supply of the Services with immediate effect until you have paid us the outstanding amount; and/or charge interest to you on the overdue amount at the rate of 4% a year above the base rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
7. Changes to the Services
• If you require a change to the Services, please provide us with details of the requested change in writing. We will use all reasonable endeavours to accommodate your change. Upon receipt of your request, we will advise you of any impact of the proposed changes upon any agreed timescales, any necessary variations to our Charges and any other impact upon these Terms. No change will be implemented until such time as you and we have agreed the necessary changes and any additional Charges payable.
8. Our property rights
o Unless we otherwise agree, all Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials supplied by you) shall be owned by us or our licensors.
o Subject to payment of our Charges, we grant (or shall procure the grant to you) of a fully paid up, worldwide, non-exclusive, royalty free, perpetual and irrevocable licence to use any Deliverable for the purpose of receiving and using the Services and the Deliverable.
o You must not sub-licence or assign or otherwise transfer the rights granted in clause 8.2 without our written consent.
o Where we are required to use any materials provided by you in the provision of the Services, including but not limited to any specification, you grant to us a fully paid up, non-exclusive, royalty free, non-transferable licence to copy, use and modify such materials for the purpose of providing the Services and warrant that you are the owner of such Intellectual Property Rights or are duly licensed to enable us to use such Intellectual Property Rights. You will reimburse us any damages, losses, costs or expenses we incur if our use of such Intellectual Property Rights is deemed to breach the rights of any third party.
9. Our Warranty
• We warrant that our Services will be performed using reasonable skill and care and that on delivery and for a period of 6 months from the date of delivery (or such longer period as we may agree in writing) (Warranty Period) the Deliverables shall:-
o conform in all material respects with the Specification;
o be free from material defects in design, material and workmanship; and
o be of satisfactory quality.
o Subject to clause 9.3 if you provide us with notice in writing during the Warranty Period within reasonable time of your discovering that some or all of the Deliverables do not comply with the warranty in clause 9.1 and provide us with a reasonable opportunity of examining such Deliverables, we shall at our option, repair or replace any defective Deliverables, or refund you the price of the defective Deliverable.
o We will not be liable for any Deliverable’s failure to comply with the warranty set out in in clause 9.1 if:-
- you continue to make any further use of the Deliverable after giving notice in accordance with clause 9.2;
- the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, cleaning, use or maintenance of the Deliverable;
- the defect arises as a result of us following any drawing, design or specification supplied by you;
- the defect arises due to a fault at the premises at which the Deliverable is installed;
- the defect arises as a result of fair wear and tear, wilful damaged, vandalism, negligence or extreme weather conditions;
- the defect arises as a consequence of you failing to follow our advice regarding the suitability of any product or service incorporated into the Deliverable;
- you alter or repair the Deliverable without our written consent.
o We will make good any damage to your premises or any Vehicle caused by us in the course of providing the Services. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover in the course of supplying the Services or which is caused as a consequence of your failing to comply with your obligations under this Contract.
o We do not exclude or limit in any way our liability for: death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; fraud or fraudulent misrepresentation; in any other circumstances where it would be unlawful for us to exclude or limit our liability.
o Our total liability to you shall not exceed the Charges.
o Subject to clause 9.5 the following losses are wholly excluded:-
- loss of profit;
- loss of sales or business;
- loss of agreement or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill;
- Indirect or consequential loss.
o This clause 9 shall survive termination of the Contract.
10. Termination of the Contract
o you commit any material breach of these terms and fail to remedy that breach within 7 days of us notifying you in writing to do so;
you fail to pay any amount due for payment under the Contract on the due date for payment and fail to remedy such default within 7 days of us notifying you in writing to do so;
you take any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than a solvent restructuring), obtaining a moratorium, being wound up, having a receiver appointed to any of your assets or ceasing to carry on business;
you suspend or threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
your financial position deteriorates so far as to reasonably justify the opinion that your ability to comply with the terms of this Contract is in jeopardy.
o On termination of the Contract for any reason, you shall immediately pay to us all our outstanding unpaid invoices and interest and in respect of goods and services supplied but for which no invoice has been submitted, we shall submit an invoice which shall be payable by you immediately on receipt.
o Termination of the Contract howsoever arising shall not affect any parties’ rights and remedies that have accrued as at termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11. How we may use your personal information 12.1 We will only use your personal information as set out in our privacy policy https://www.elitesigns.co.uk/privacy-policy/
12. Other important terms
A. Assignment and other dealing. We may at any time transfer our rights and obligations under these terms to another organisation. You may not transfer any of your rights or obligations under these terms without our written consent.
B. Third party rights. This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
C. Severability. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
D. Waiver. If we fail to insist that you perform any of your obligations under these terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13. Law.
This Contract is governed by English and Welsh law. you and we both agree that the courts of England and Wales will have non-exclusive jurisdiction