terms & conditions
In these conditions
"The Company" means Kemp Signs Limited.
"The Customer" means the company, firm or person who agrees to buy the goods from the Company.
"The Goods" means the goods that the Company is to supply in accordance with these Conditions. Any reference to "the goods" shall, where appropriate, include reference to part of them.
"The Price" shall mean the purchase price as stated in the Company's quotation or as shown on the website.
'Buy-now' shall mean goods that do not require any additional changes to them prior to delivery to the customer, for non-account customers, these are paid for immediately using a credit or debit card via the website.
'Buy-now (additional information)' shall mean goods that require additional changes to them e.g. the application of graphics to the customers specification prior to delivery to the customer, for non-account customers, these are also paid for immediately using a credit or debit card via the website and the additional information relating to graphics requirement etc is also captured at this point.
'Per metre' shall mean goods that do not require any additional changes to them prior to delivery to the customer, for non-account customers, these are paid for immediately using a credit or debit card via the website.
'Quote items' shall mean goods that require the completion of the website based quotation request, which upon acceptance of the final quotation (based on this request and any additional communication / clarification required) will result in the production of the goods ultimately delivered to the customer.
"The Delivery Point" means the location for delivery of the Goods specified in the Company's quotation or as captured at point of purchase via the website.
- FORMATION OF THE CONTRACT
- These Conditions of Sale form the whole agreement between the Company and the Customer and no other express terms, written or oral, shall be incorporated into the contract.
- These Conditions of Sale override any other terms that the Customer may subsequently seek to impose.
- Any statement by an employee or representative (other than a director) of the company to:
- Vary any of these terms or introduce any other terms, written or oral, into the contract;
- Give any advice, make any representation, agree any condition precedent or enter into any collateral contract;
Shall not be binding on the Company unless confirmed by the Company in writing and signed by a director.
- The Customer's acceptance of a quote constitutes an offer by the Customer to purchase Goods from the Company on these Conditions and the contract between the Company is made by the Company's acceptance of the Customer's offer.
- The prices shown on the website are subject to a minimum order value of £100 (before delivery and VAT cost)
- A large order discount structure also applies (for non-quote items), the relevant order bands and discounts are as follows:
|Order cost up to £500.00 =
|Order £500.00 to £1,000.00 =
|Order above £1000 =
- For goods requiring a quotation request:
- Any quotation given by the Company is valid for 30 days only, unless otherwise stated.
- Unless otherwise stated in the Company's quotation, the price of the Goods does not include:
Packaging and delivery, which shall be charged in addition at the Company's prevailing rates at the time of acceptance of order
- The price of the Goods is exclusive of VAT, or any other customs duty or sales tax which may be added as required by rules or regulations currently in force, which shall be paid in addition at the rate prevailing on the date of the VAT invoice.
- The Company reserves the right to make any additional charge in respect of preparation of working drawings or designs which are necessary for processing the Customer's order or are requested by the Customer including, but not limited to, drawings for use by the Customer in connection with other associated building work or trades.
- Where at any time before the delivery of the Goods:
The Company may adjust the price accordingly subject to giving the Customer notice of the increase and the right to cancel the order without liability if the increase is in excess of ten per cent of the price.
- There is an increase in the cost of raw materials, transport, components or labour:
- There are currency fluctuations increasing the cost of raw materials or components:
- For 'Buy-now', 'Buy-now (additional information)' and 'Per metre' goods: the prices of the goods shown on the website are exclusive of VAT or any applicable delivery charge. The VAT and any delivery charge will show in the basket prior to checkout.
- All prices are in £ (GBP sterling) and must be settled in and are only accepted in that currency.
- All orders are accepted by the Company, subject to materials and components being available to the Company from its suppliers and by accepting an order the Company does not give a warranty as to availability.
- The Company reserves the right to vary the agreed specification of materials used if, in its opinion, the finished product will be of an equivalent or higher standard.
- The Company may, in its sole discretion, agree with a customer a credit facility, in which event:
- The Company will manufacture and supply Goods of an invoice value up to the limit of the agreed credit.
- The Company will invoice the Customer upon delivery of the Goods and the invoice will be payable by the end of month following the month in which delivery is made unless a contrary agreement is agreed in writing by the Company.
If the Customer fails to pay for the Goods by the due date the Company may:
- Charge interest on overdue invoices at the rate of 2% per month calculated on a daily basis from the due date.
- Withhold manufacture or supply of any goods due to the Customer.
- Appropriate any payment made by the Customer to such of the Goods (including goods supplied under any other contract with the Customer) as the Company may in its sole discretion think fit.
- Require immediate payment in respect of all other goods delivered to the Customer not with standing any other payment terms that may have previously applied.
- Terminate any or all contracts between the Company and the Customer.
- The Customer may not withhold payment of any invoice or other amount due to the Company by reason of any right to set off counterclaim for any reason whatever.
- In addition to any right of lien to which the Company may by law be entitled, the Company shall be entitled to a general lien on all goods due to the Customer in the Company's possession (even if such goods or some of them have been paid for) for the unpaid price of the Goods.
- The Company shall have the right of set off for amounts owed to the Customer against amounts owed by the customer.
- Except in the case of customers with a pre-agreed credit facility, the Goods shall be paid for in full prior to delivery and/or commencement of work by the Company, or on collection, as agreed by the Company.
- Title to any goods ordered on the website shall pass on delivery, provided that the payment has been processed and received in full for the goods purchased.
- Delivery of goods not requiring a quotation request (i.e. 'buy-now' or 'Per metre' types) will normally be by courier and will be charged based on the weight of the goods.
- The delivery weight / price bands are for UK mainland only (excluding the Scottish Highlands):
Where the total of the goods exceeds £300 (pre VAT) the delivery will be free
|Up to 1kg =
|1kg to 2kg =
|2kg to 4kg =
|4kg to 10kg =
|10kg to 30kg =
|30kg to 40kg =
|40kg to 50kg =
|50kg to 60kg =
|60kg to 70kg =
|70kg to 80kg =
|Over 80kg =
- Where the delivery address is outside of the UK mainland, the delivery price will be subject to a special request
- Where the courier attempts a delivery and is unable to deliver due to the unavailability of the Customer, the courier will charge the Company for further attempts to deliver, the Company reserves the right to re-charge these costs to the Customer
- For goods delivered by a courier:
- Delivery shall be deemed to take place upon signature of delivery receipt obtained by the courier
- Delivery of goods requiring a quotation request can either be by courier or possibly Company vehicle, if the size of the goods prohibits courier delivery, or if installation is part of the total quoted price.
- For goods delivered by the Company vehicle:
- Delivery shall be deemed to take place at the moment of discharge from the delivery vehicle at the Delivery point or in the event that the Customer collects and/or transports the goods from the Company, the moment of loading onto the Customer's contractor's vehicle or handing to the Customer.
- The Company may deliver by separate instalments, each of which may be at the Company's option be invoiced and paid for as a separate contract.
- Except in the cases of Special Deliveries, statements as to the time(s) and date(s) for delivery of the Goods shall be treated as estimates only. Time shall not be of the essence of the contract nor may be made so. The Company does not guarantee to meet any quoted delivery dates and the Customer shall not be entitled to refuse delivery or to compensation because of any delay.
- Special Deliveries - this service guarantees delivery to a prearranged specification and price. In the event of the Special Delivery service failing to meet the agreed specification, except where any such non-delivery or late delivery resulted from an event beyond reasonable control of the Company or its delivery service provider, then if the customer can prove late delivery, the Company will credit the amount up to but no more than twice the Special Delivery Charge excluding normal charges.
- The Company will refuse to deliver any Goods over roads or other ground which the Company considers unsuitable and any resultant costs incurred will be paid by the Customer to the Company.
- It is the Customer's responsibility to offload the Goods at the Delivery Point in a safe manner and to provide, free of charge, adequate labour and equipment for this purpose.
- A delivery note, which signed by and on behalf of the Customer, shall be conclusive proof of delivery of the Goods described in the delivery note.
- Products which do not require any graphics to the customers specification are generally either stock items or have short delivery lead times and we would expect that items ordered before mid-day to be dispatched within 3 working days of order
- Returns, refunds AND CANCELLATIONS
- If you change your mind and wish to cancel:
- For a full refund, you have seven working days from the day after receipt of the product in which to contact the Company (in writing, via email or fax)
- The product(s) should then be returned to the Company, the delivery cost for the return will also be refunded
- The returned product(s) must be unused, in original condition and securely packed to avoid damage in transit
- You cannot change your mind or cancel where the product is of a personalised nature or made to your specification i.e. where graphics to your specification have been applied to a base product
- The right to change your mind and cancel doesn't apply where the purchase (contract) is one of a business to business nature i.e. not a private individual.
- If there is a fault with the product:
- For a full refund, you have seven working days from the day after receipt of the product in which to contact the Company (in writing, via email or fax) advising them of the details of the fault
- PROPERTY AND RISK
- Ownership of the Goods remains with the Company and will not pass to the Customer until the earlier of the following events:
(a) The Company is paid for all the Goods and no other amounts are owed by the Customer to the Company in respect of other goods supplied by the Company, or (b) The Goods are permanently incorporated in other goods, or (c) The Goods are subjected to a manufacturing or construction process
- If the Customer is overdue in paying for the Goods or any other Goods supplied by the Company, the Company may, if still the owner recover and resell them. The Customer gives the Company irrevocable authority to enter the premises or land upon which the Customer is working or which the Customer owns or leases for this purpose. This does not affect any other right of the Company.
- Until the Customer has paid the Company for the Goods and all other goods which the Company has supplied to the Customer:
- The Customer holds the Goods on trust for the Company.
- If the Customer sells the Goods, the Customer shall hold the proceeds of sale on trust for the Company in a separate bank account.
- The Company may trace the proceeds of sale that the Customer receives into any bank or other account, which the Customer maintains.
- If the Customer sells the Goods, the Company may by written demand, require the Customer to assign the Company the Customer's rights to recover the price from its purchaser.
- The Customer must not assign to any other person any rights arising from sale of the Goods without the Company's written consent.
- Risk in the Goods passes to the Customer upon delivery.
- The Customer must insure the Goods against all insurable risks for the price due to the Company for the Goods.
- If the Goods are destroyed by an insured risk before the Customer has paid for them, the Customer shall hold the insurance proceeds as the Company's trustee.
The Customer shall be deemed to have accepted the Goods upon delivery and it shall be conclusively agreed that the Goods are in accordance with the contract unless:
- Section 7 above applies,
- Immediately upon delivery and prior to their use or resale, the Customer serves on the Company a written notice specifying the alleged defect in the quantity, quality or state of the Goods which would be apparent upon careful inspection or by such testing as it is reasonable in all the circumstances for the Customer to undertake and thereinafter provides the Company with a reasonable opportunity of inspecting or testing the Goods before they are used or resold.
- In the case of delivery by a third party carrier, immediately after delivery and prior to their use or re-sale the Customer gives the Company written notice (email or fax) specifying the matters required under point 9.2 above. The Customer must refuse parcels delivered in a damaged condition.
- If the alleged defect in the quality or state of the Goods would not be apparent upon careful inspection or reasonable testing the Customer serves on the Company written notice of such defect forthwith upon its discovery, and in any other event not more than 1 month after delivery, specifying the matters complained of and affording the Company a reasonable opportunity of inspecting or testing the Goods.
- In addition or subject to any other warranty or condition previously agreed in writing, the Company warrants that, subject to the terms of clause 10, the Goods are of satisfactory quality and correspond, within reasonable tolerance levels, to the quantity ordered and to the Company's specification or description of the goods.
- The Goods are sold on the basis of weighed weight or calculated weight or quantity according to the Company's practise for that product. Sizes are supplied within the tolerances as laid down by the manufactures of the product. Where weighed weight is chargeable, the count is not guaranteed and claims based solely upon count cannot be accepted. The Goods shall be deemed to within reasonable tolerances and the Company shall have fulfilled the contract if the Goods delivered are within the tolerance of 10 per cent above or below the quantity ordered.
- The Goods will only be supplied within the tolerances stated in the current British Standard or European Standard for the appropriate product, where such a standard exists, or if it has been expressly requested in writing by the Customer and expressly specified by the Company on its delivery note and invoice.
- Any statement in a British or European Standard as to suitability of the Goods for any purpose is excluded.
- Except as provided in Clause 10.1 all terms, conditions, warranties or description implied by law or expressed orally by the Company's employees or agents or otherwise, as to the quantity, quality or fitness for the purpose of the Goods or their conformity to any samples or descriptions provided by or on behalf of the Company are expressly excluded, except where the Goods are a typical ordinarily bought for private use and the Customer is not buying or holding out as buying the same in the course of business.
- The Company shall not be responsible for the accuracy or suitability of any drawing design or specification supplied by the Customer to the Company in relation to the Goods not withstanding that the Company may have inspected, commented or relied upon the same in the manufacture and/or supply of the Goods.
Subject to Clause 12 below, provided that the Customer has complied with condition 9, if the Goods or any part thereof are defective in quality or state or otherwise not in accordance with the contract then if the Company and the Customer do not agree that the Customer shall accept the Goods at revised price or that the Goods should be made good at the Company's expense, the Company will accept the return of the Goods by the Customer and at the Customer's option either:
(i) Repay or allow the Customer the invoice price therefore and any reasonable costs incurred by the Customer for the purpose of transporting the Goods back to the Company; or (ii) Replace the Goods by delivering replacement Goods as soon as reasonably practicable and in all other respects in accordance with the contract.
- COMPANY LIABILITY
- The Customer shall have no right of rejection of Goods and the Company shall, have no liability for negligence or breach of contract except as provided in Clause 11, which Clause is a substitution for any other legal remedy of the Customer.
- The Company shall have no liability for ascertaining whether the Goods are suitable or reasonably fit for the purpose for which they were ordered or for any other advice it may give whether by itself, its employees or agents as to the application or suitability of Goods for any purpose whatsoever:
- The Company shall not be liable for breach of contract attributable directly or indirectly to circumstances beyond the Company's reasonable control, including but nor limited to war, rebellion, strikes, lockouts, break down of government.
- The Company shall not be liable for any loss or damage to the Goods in transit that are at the Company's risk where the Customer's packing and protection specification differs from that recommended by the Company.
- The Company shall have no liability in contract or in negligence or otherwise for consequential loss, indirect loss, economic loss howsoever arising. The exclusion would include but is not limited to loss of profit, loss of contract, damage to the property of the Customer of third party.
- The provisions of Clause 12 do not apply:
- To claims for death or personal injury to the persons arising out of the Company's negligence,
- To claims for breach of warranty of title implied by law.
- NON PRIMES
- Goods sold as "non-prime" or Goods which the Company and Customer agree to be "non-prime" are sold in their actual state, as seen, without warranty and with all faults whether or not the Goods have been inspected by the Customer prior to delivery.
- Any statement, specification, description or other information provided by the Company in respect of non-primes is given in good faith but the Company can accept no responsibility for its accuracy.
- The Company shall have no obligation to replace or make good non-prime goods or entertain any claim whatsoever in respect therefore and the Customer shall indemnify the Company against all claims made against it and all losses, liabilities, costs and expenses which arise out of loss or damage to property or injury to or death of any person caused by consequent upon the supply of the product (as defined in Section 1 of the Consumer Protection Act 1987) to the Customer as "non-prime" or to any third party by the Customer which comprises non-prime goods sold to the Customer by the Company or which has a component or components or includes or is otherwise manufactured from any non-prime goods supplied by the Company whether or not such claim can be made pursuant to the said Act.
- If the Customer shall resell non-prime goods the Customer shall ensure that a provision in similar form to this condition is incorporated in the contract for such resale unless prior to reselling such goods the Customer has caused the Goods or such part thereof as the Customer resells to comply with recognised specification or standard.
If the Customer:
Then the Company shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods have been delivered but not paid for, the price shall become due immediately regardless of any previous agreement to the contrary.
- Being a Company
- Has petition presented for its winding up; or
- Passes a resolution for voluntary winding up (other that for the purpose of a bona fide amalgamation or reconstruction); or
- Enters into a voluntary arrangement with its creditors; or
- Becomes subject to an administration order; or
- Being an individual or firm:
- Becomes bankrupt or insolvent; or
- Enters into voluntary arrangement with creditors;
The rights of the Company and Customer shall not be prejudiced or restricted by any indulgences or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
The Customer shall not assign the contract to any third party without prior written consent of the Company.
- INTELLECTUAL PROPERTY
The Customer shall indemnify the Company against all actions, proceedings, claims, costs and expenses which may be brought against or incurred by the Company by reason of its supplying the Goods or applying any processor service in relation to goods of the Customer in accordance with any such drawings, specification or other information whether or not it alleged in such actions, proceedings and claims that any patent mark design, copyright or other intellectual property or other exclusive right of any third party has been infringed.
- DATA PROTECTION
- The Customer consents to the Company processing any personal data the Company may from time to time receive in the course of dealing with the Customer in relation to any partner, officer, servant, agent or referee of the customer.
- The Customer in giving such consent warrants to the Company that it has the authority of the individual to whom the personal data relates.
- PROPER LAW
The contract shall be governed by English Law and the non-exclusive jurisdiction of the English Courts.