Working Hours: 08:00 to 17:00 on a Working Day.
1.6 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.
1.8 These Conditions shall apply both to Customers who are (a) business customers; and (b) consumers, save where otherwise stated. A Customer is a business customer if the Customer contracts with the Company for the purposes of the Customer’s business, trade or profession. All other Customers are consumers. Nothing in these Conditions affects the Customer’s statutory rights as a consumer.
2.1 These Conditions shall apply to any Contract for the supply of Goods and /or Services entered into by the Company to the exclusion of all other terms and conditions, including any terms and conditions appearing on or referred to in any Order.
2.2 No variation to these Conditions shall be binding unless it is made in writing specifying both which clause is to be varied and the full details of such variation and is signed on behalf of each of the Customer and the Company.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the use, application or storage of the Goods and/or Services which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any Customer wishing to purchase Goods listed on the Company’s website at a distance (by telephone or email) is hereby referred to clause 12 of these Conditions.
3.1 The Company will supply Goods and Services to the Customer subject only to these Conditions. Any Quotation is valid for a period of 60 days only from its date, provided that the Company has not previously withdrawn it.
3.2 Each Order shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions, but no Contract shall arise unless and until the Company has acknowledged the Order in writing.
3.3 Once a Contract has arisen pursuant to the provisions of clause 3.2, no Order may be cancelled by the Customer without the Company’s written consent and subject to the Customer’s payment of all costs, charges and expenses incurred by the Company, including a 20% administration fee. Without limiting any other provision of this clause 3.3, no Order may be cancelled once the manufacture of the Goods has begun.
3.4 The Customer shall ensure that the terms of its Order and any Input Material are complete and accurate and that the Customer complies with its obligations in sub-clauses 3.5.2 and 3.5.3 of clause 3.5 within any timeframe reasonably stipulated by the Company.
3.5.3 the Customer shall have given the Company its written confirmation of approval of all aspects of the Specification, including each element of the artwork to be incorporated in the Design; any change to any element of the artwork made by the Company at the Customer’s request shall require the submission of a new confirmation of approval.
3.6 Without prejudice to the generality of clause 3.5.3, where the Customer has been presented with several options for a single product in one piece of artwork, the Customer’s confirmation of approval shall be deemed to apply to all elements of the artwork to be incorporated in the particular option chosen by the Customer.
3.7 Any changes requested by the Customer must be in writing and where any requested change to any artwork involves materials, sizes or changing colour ranges, the proposed change shall be subject to re-pricing and any additional payment requested by the Company must be paid before any work may continue.
3.8 The prospective date for commencement of the manufacture of the Goods shall be the next Working Day after the Company has received the Customer’s confirmation of approval of the Specification in accordance with clause 3.5.3, subject to clauses 3.6 and 3.7 and the remaining provisions of clause 3.5. Any changes requested by the Customer on or after this date will be incorporated at the Company’s sole discretion, subject to such further costs, charges and expenses as the Company may deem to be payable and any amendments to production timelines as the Company may deem to be required.
4.1 The quantity and description of the Goods and/or Services shall be as set out in the Company’s written acknowledgement of Order, subject to the provisions of clauses 3.5, 3.6, 3.7 and 3.8.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures or on the Company’s website are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract.
4.3 The Customer shall indemnify and hold the Company harmless against all damages, costs and expenses awarded against or incurred by the Company or agreed to be paid by the Company in settlement or in connection with any claim for infringement of any Intellectual Property Rights, misuse of Confidential Information, defamation or other similar claim directly or indirectly resulting from or arising from the Company’s use of any Input Material.
4.4 The Company reserves the right to make any changes in the Specification of the Goods and/or Services which are required to conform with any applicable safety standard or other requirements or which do not materially affect their quality or performance.
5.1 The Company shall use its reasonable efforts to supply the Goods and/or Services to the Customer at the Supply Address within the Lead Time, but time of performance shall not be of the essence. The Lead Time shall not in any event be deemed to commence until each of the conditions in clause 3.5 have been satisfied. The Customer shall provide safe and clear unobstructed access to the Supply Address.
5.3 The Customer shall inspect the Goods on delivery and if the Goods are damaged on delivery or less than the correct amount of the Goods is delivered then, unless the Customer puts a note to such effect on the delivery note and notifies the Company on the delivery date, confirming the notification in writing by letter to the Company within 5 Working Days of delivery, no claim against the Company may be made in respect of damage to or short delivery of such Goods. Except where such notification is given, the Customer shall be deemed to accept the Goods on delivery notwithstanding any late delivery by the Company.
5.5.2 dispose of the Goods to a third party at the best price readily obtainable and (after deducting all storage and selling expenses) charge the Customer for any shortfall below the Price.
5.6 Where the Company has inspected the Supply Address in order to assess any current conditions, circumstances or restrictions which may affect the supply of the Goods and/or Services, (or where the Company has been notified by the Customer regarding any conditions, circumstances or restrictions at the Supply Address, including its current condition), any adverse or material change or discrepancy in any such conditions, circumstances, or restrictions shall entitle the Company to charge the Customer for any additional costs or expenses incurred or likely to be incurred by the Company resulting directly or indirectly therefrom. Without prejudice to the generality of this clause 5.6 or clause 5.7 below, the Company shall be entitled to charge the Customer for any costs or expenses associated with any additional work resulting from any unforeseen conditions or circumstances at the Supply Address (whether or not the Company has inspected the Supply Address as aforesaid) and for any additional costs or expenses arising from any delay in supplying the Goods and/or Services which is caused or occasioned by the Customer.
5.7.2 continue with the supply of the Services and charge for such additional costs as it has incurred in relation to installation.
5.8.4 the Customer acknowledges that without adequate maintenance, there is a risk over time that the Goods may become detached from the building, structure, surface or subfascia to which they have been attached or affixed and the Customer accordingly undertakes to have the Goods properly maintained by a qualified engineer at least once every 12 months in order to mitigate this risk.
5.9 Where the Services include maintenance of the Goods, the following clauses 5.10 to 5.17 shall govern the supply of such maintenance services, without prejudice to the provisions of any other clause of these Conditions.
5.10 Preventative maintenance service visits to the Supply Address shall be undertaken over such period of time and at such intervals as are indicated in the Company’s written acknowledgement of Order.
5.11 Dates for performance of the preventative maintenance services shall be suggested by the Company to the Customer and mutually agreed in advance. The Company reserves the right to levy a re-scheduling charge should the Customer wish to change any agreed dates for performance of the preventative maintenance services less than 7 days prior to any date so agreed.
5.12 During the preventative maintenance visit, the Company shall check various aspects of the Goods and replace or repair any faulty parts.
5.13 The Company will provide reactive (call-out) maintenance cover in order to fix faults which may arise in relation to the Goods. Reactive (call-out) maintenance cover will be provided at the times indicated in the Company’s written acknowledgement of Order. Any response time indicated in the Company’s written acknowledgement of Order is an estimate only and time shall not be of the essence for performance of the maintenance services.
5.14 All surveys undertaken in respect of any breakdown of or fault with the Goods will incur a standard call-out charge which shall be payable before an initial survey is performed; any work required to fix the Goods will incur additional charges subject to the details of the survey.
5.15 In order to be eligible for maintenance under the Contract, the Goods must at all times be in a condition suitable for regular planned maintenance and if the Company, in its sole discretion, at any time deems the Goods not to be in such a condition, the Company may, without liability to the Customer, refuse to undertake maintenance services in relation to the Goods.
5.16 All defective parts removed from the Goods by the Company shall become the property of the Company and their replacements shall become the property of the Customer.
5.17.4 the remedy of any defect resulting from any misuse of, neglect of, tampering with, or wilful or accidental damage to the Goods, or from any failure to follow any instructions contained in any operation or maintenance manual published for use in conjunction with the Goods, or from any failure to follow any written or oral instructions of the Company, or from any failure to maintain a suitable environment for the Goods at the Supply Address.
6.1 The Price shall be the price stated in the Company’s written acknowledgement of Order (subject to any additional or increased costs, charges and expenses as may be payable pursuant to these Conditions). The Price shall be exclusive of any applicable VAT and the cost of carriage, packaging and insurance if not expressly included in the Price, which the Customer shall be additionally liable to pay to the Company.
6.2 The Company will invoice the Customer for the Price upon issuance of the Company’s written acknowledgement of Order.
6.3 Unless otherwise stipulated by the Company in writing, payment of the Price in full shall be made in advance of commencement of supply of the Goods and/or Services upon submission by the Company of a pro-forma invoice. Time of payment shall be of the essence.
6.4 The Company reserves the right, by giving notice to the Customer at any time before delivery of the Goods and/or commencement of performance of the Services, to increase the Price to reflect any increase in the cost to the Company which is due to any factor beyond its control, including any foreign exchange fluctuation, alteration of import or export duties or tariffs or any relevant tax, increase in the cost of labour, materials or costs of manufacture, or for any matter attributable to the Customer, including any change in delivery dates, quantities or specifications for the Goods and Services which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate access, information or instructions.
7.1.6 any failure to meet the Specification or the existence of a defect in the Goods shall be notified to the Company in writing within 3 days from the time that the Customer discovered or ought to have discovered the non-conformity or defect, as applicable.
7.2.7 any failure to meet the Specification or to undertake the Services with reasonable care and skill shall be notified to the Company in writing within 3 days from the time that the Customer discovered or ought to have discovered the non-conformity or deficiency, as applicable.
7.6.4 any indirect, special or consequential loss or damages; howsoever arising in connection with or arising out of the provision, performance, functioning or use of the Goods and/or Services, whether in contract, strict liability, tort (including negligence) and whether the Company knew or had reason to know of the same, and shall not be liable for any other damages except as provided in the Contract.
7.7 Except pursuant to clause 7.5 above, in no event shall the Company’s liability in respect of any of the Goods and/or Services where such a claim is for breach of contract, strict liability or tort (including negligence) or otherwise exceed the price paid for those Goods and/or Services.
7.8 Without prejudice to the foregoing provisions of this clause 7, if the Customer is contracting with the Company as a consumer, clauses 7.9-7.10 summarise the Customer’s key legal rights in relation to the Goods, which are subject to certain exceptions.
7.9.3 up to six years: if the Goods can be expected to last up to six years the Customer may be entitled to a repair or replacement, or, if the Goods cannot be repaired or replaced, the Customer may be entitled to some of the Customer’s money back (less the Deposit, where applicable).
7.10 If the Customer wishes to exercise its legal rights to reject the Goods the Customer must either return them in person to where it bought them, post them back to the Company, or (if they are not suitable for posting) allow the Company to collect them from the Customer. The Company will pay the reasonable costs of return by post or collection.
7.11 Where the Company acts as a subcontractor in supplying the Goods and/or Services to a contractor, no provision of the main contract between the contractor and the contractor’s client (the Main Contract) shall be deemed to be incorporated into the Contract and no act, error or omission of the Company shall be deemed to cause or contribute to any breach by the contractor of any provision of the Main Contract, or to any failure by the contractor to undertake any works under the Main Contract, for which the contractor shall, in either case, be solely and exclusively liable.
7.12 Without limiting any other indemnity of the Customer under these Conditions, the Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract or breach thereof, subject to the Company confirming such costs, charges and losses to the Customer in writing.
8.2 The Customer acknowledges the Company’s sole and exclusive ownership of any Intellectual Property Rights in any Company Material and in any Goods and/or Services supplied to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. The Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that any and all Intellectual Property Rights developed by the Company in supplying any Goods and/or Services to the Customer shall become vested and shall vest in the Company absolutely and shall also be subject to the other provisions of this clause 8.2. The Customer shall not copy or reproduce any Company Material without the Company’s prior written consent and the Customer shall immediately return any and all Company Material to the Company upon request.
8.3 Without prejudice to the generality of clause 8.2, where the parties have agreed in the Contract that the Design shall be separately chargeable, then subject to the prior payment to the Company of the Price in full, the Company will transfer the Intellectual Property Rights in the Design to the Customer, unless the Contract has been terminated by either party.
Clauses 9.3, 9.4, 9.5 and 9.6 shall only apply to Customers who are business customers.
9.5.2 the Company is entitled to terminate the Contract under clauses 10.1.3 – 10.1.8 below.
10.1.8 the Company reasonably apprehends that any of the events specified in clauses 10.1.4 to 10.1.8 are about to occur and notifies the Customer accordingly.
10.2 In the event of termination by the Company pursuant to clause 10.1 above then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to suspend any further supply of Goods and/or Services under the Contract and under any other contract between the parties without any liability to the Customer and, if the Goods and/or Services (or any part thereof) have already been supplied but not paid for, the Price shall become immediately due and payable in full notwithstanding any previous agreement or arrangement to the contrary.
The Company reserves the right to defer the date of supply of the Goods and/or Services or to cancel the Contract without incurring any liability or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, sabotage, storm, earthquake, subsidence, adverse weather conditions, pestilence, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), legal restrictions, non-availability of transport, cessation or interruption of operation of any plant or process, failure of supply of raw materials or components or breakdown of machinery, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
12.1 www.a1designs.co.uk (the site) is a website owned and operated by Sign & Lighting Innovations Limited t/a A1deSIGNS. The Company is registered in England and Wales under company number 5815076 with the Company’s registered office being located at 180 London Road, Kingston Upon Thames, Surrey KT2 6QW and main trading address being located at 4 Sandy Lane North, Wallington, Surrey SM6 8JX. The Company’s VAT number is 848538286.
12.2 If the Customer wishes to purchase Goods listed on the site at a distance (by telephone or email), the Customer is agreeing to comply with and be bound by the terms and conditions contained in this clause 12, which together with the other terms and conditions incorporated in these Conditions shall govern all sales made at a distance (save that in the event of any conflict, the terms and conditions contained in this clause 12 shall prevail).
12.3 The content of the pages of the site is for the Customer’s general information and use only and is subject to change without notice.
12.4 All Goods are offered by the Company subject to availability and the Company reserves the right to cancel any Order placed by the Customer if the Company has insufficient stock to deliver the Goods the Customer has ordered.
12.5.2 the Customer is at least 18 years old.
12.6 All Orders are subject to acceptance by the Company, and the Company will confirm such acceptance to the Customer by sending the Customer an e-mail dispatch notification together with a delivery note verifying that the Goods are ready to be dispatched (the Dispatch Notification). The Contract between the Customer and the Company will only be formed when the Company sends the Customer the Dispatch Notification.
12.7 The Contract will relate only to those Goods whose dispatch the Company has verified in the Dispatch Notification. The Company will not be obliged to supply any other Goods which may have been part of the Customer’s Order until the dispatch of such Goods has been verified in a separate Dispatch Notification.
12.8 The Customer’s Order will be fulfilled by the delivery date set out in the Dispatch Notification or, if no delivery date is specified, then within a reasonable time of the date of the Dispatch Notification.
12.9 The Company will deliver the Goods ordered by the Customer to the address the Customer gives the Company for delivery when the Customer places its Order. It is the Customer’s responsibility to ensure that the delivery address is accurate and complete; the Customer must also ensure that there will be somebody to sign for and take delivery of the Goods upon delivery.
12.10 All deliveries will be made by a reputable courier company. Once the Goods have been collected from the Company, the Company cannot be held liable for any delay caused to the delivery of the Goods by the courier company or by third parties. However, the Company will make all reasonable efforts to monitor deliveries and keep the Customer informed of estimated delivery times.
12.11 The cost of delivery will not be included in the Contract price unless otherwise specified by the Company in writing.
12.12 The Customer may be required to pay extra for delivery to certain destinations and it might not be possible for the Company to deliver to some locations. If the Company is unable to deliver to the Customer’s location the Company will notify the Customer of this by email and invite the Customer to choose a different delivery location; if the Customer is unable or unwilling to do this, the Company reserves the right to cancel the Customer’s Order and refund the Customer’s payment.
12.13 If the Customer’s Order is returned to the Company because the courier could not complete delivery to the Customer for any reason, the Customer will be responsible for the additional delivery charges if the Goods are re-delivered. The Company will contact the Customer upon the return of the Goods to the Company by the courier and the Company can either arrange re-delivery of the Goods, or the Customer will have the option of cancelling the Customer’s Order and the Company will refund the Customer’s payment, less delivery charges.
12.14 For small Orders, the Company will be entitled to make an additional charge.
12.15 In the event that the Customer is in breach of the Contract, the Company reserves the right to refuse to supply the Customer with any additional Goods, or to suspend the delivery of any Goods, without limiting any other remedy available to the Company. The Company may exercise this right until such time as the breach has been remedied, where such breach is remediable.
12.16 All quoted prices exclude VAT (where applicable) unless otherwise stated. VAT will be added to invoices at the appropriate rate.
12.17 The price of the Goods will be as quoted on the site from time to time, except in cases of obvious error.
12.18 All prices and charges shown on the site are in UK pounds sterling, which is the currency in which the Customer will be billed.
12.19 Prices are liable to change at any time, but changes will not affect Orders in respect of which the Company has already sent the Customer a Dispatch Notification.
12.20 The site contains a large number of Goods and it is always possible that, despite the Company’s best efforts, some of the Goods listed on the site may be incorrectly priced. The Company will normally verify prices as part of the Company’s dispatch procedures so that, where the correct price of the Goods is less than the Company’s stated price, the Company will charge the lower amount when dispatching the Goods to the Customer. If the correct price of the Goods is higher than the price stated on the site, the Company will normally, at the Company’s discretion, either contact the Customer for instructions before dispatching the Goods, or reject the Customer’s Order and notify the Customer of such rejection.
12.21 The Company is under no obligation to provide the Goods to the Customer at the incorrect (lower) price, even after the Company has sent the Customer a Dispatch Notification, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mispricing.
12.22 Payment in full for all Goods is required at point of sale. Goods will not be dispatched until full payment has been received; this will not be deemed to have occurred until the credit or debit card used by the Customer to make payment has been verified. The Company accepts payment with all major credit and debit cards, with the exception of American Express.
12.23 Subject to the rights of any Customer who contracts with the Company as a consumer (see clauses 12.24-12.32 below) no cancellation, suspension or variation of the Contract requested by the Customer shall be valid unless agreed with the Company in writing and such agreement will only be given, subject to adequate compensation or expenses incurred in connection with the Contract and for any loss of profit. In addition to the above compensation, the Company reserves the right to impose a cancellation, restocking and administrative charge at its discretion.
12.24 A Customer shall be deemed to be placing their Order for Goods from the Company as a consumer if the Customer is not acting for the purposes of their business, trade or profession in purchasing Goods from the Company. All other Customers shall be deemed to be business customers.
12.25.2 ending at the end of 14 days after the day on which the Goods come into the Customer’s physical possession or the physical possession of a person identified by the Customer to take possession of them (or, if the Contract is for delivery of multiple Goods, lots or pieces of something, 14 days after the day on which the last of those Goods, lots or pieces comes into the Customer’s physical possession or the physical possession of a person identified by the Customer to take possession of them).
12.26 In order to cancel a Contract on the basis described in clause 12.25, the Customer must inform the Company of the Customer’s decision to cancel. The Customer may inform the Company by means of any clear statement setting out the decision. To meet the cancellation deadline, it is sufficient for the Customer to send the Customer’s communication concerning the exercise of the right to cancel before the cancellation period has expired.
12.27 The Customer must send the Goods back to the Company or hand them over to the Company or a person authorised by the Company to receive them. The Customer must comply with the Customer’s obligations referred to in this clause 12.27 without undue delay and in any event not later than 14 days after the day on which the Customer informs the Company of the Customer’s decision to cancel the Contract. The Customer must pay the direct cost of returning the Goods.
12.28 If the Customer cancels a Contract on the basis described in clause 12.25, the Customer will receive a full refund of the amount the Customer paid to the Company in respect of the Order including the costs of delivery to the Customer.
12.29 If the value of the Goods returned by the Customer is diminished by any amount as a result of the handling of those Goods by the Customer beyond what is necessary to establish the nature, characteristics and functioning of the Goods, the Company may recover that amount from the Customer up to the full amount of the Price. The Company may recover that amount by deducting it from any refund due to the Customer or require the Customer to pay that amount direct to the Company. Handling which goes beyond the sort of handling that might reasonably be allowed in a store will be “beyond what is necessary to establish the nature, characteristics and functioning of the Goods” for these purposes.
12.30 Unless the Company has offered to collect the Goods, the Company will process a refund due to the Customer as a result of a cancellation on the basis described in clause 12.25 within the period of 14 days after the day on which the Company receives the returned Goods or (if earlier) after the day on which the Customer supplies to the Company evidence of having sent the Goods back. If the Company has not sent the Goods to the Customer at the time of cancellation or has offered to collect the Goods, the Company will process a refund due to the Customer without undue delay and, in any case, within the period of 14 days after the day on which the Company is informed of the cancellation.
12.31 The cancellation right described in clause 12.25 is in addition to any other right that the Customer might have to reject the Goods, for instance because they are faulty or defective.
12.32 The Customer will not have the right to cancel a Contract on the basis described in clause 12.25 in respect of any custom made Goods. All of the Goods listed on the site are custom made Goods, unless otherwise advertised. If the Customer requires clarification regarding the nature of the Goods which it wishes to purchase, the Customer should contact the Company’s customer services team by telephone on 020 8646 9886 or by email at enquiry@a1designs.co.uk for details before the Customer’s Order is placed.
12.33 Subject to the rights of any Customer who contracts with the Company as a consumer (see clauses 12.24-12.32 above) any Goods returned to the Company by the Customer will be examined by the Company and the Customer will be notified via e-mail within a reasonable time of any refund to which the Customer is entitled. The Company will usually process the refund as soon as possible thereafter. Goods may not be returned without prior notification and an Order number must be obtained from the Company prior to returning the Goods. A restocking charge will be payable on each Order which will be outlined in full to any Customer wishing to make a return. Any custom made Goods may not be returned unless the Goods are found to be damaged and/or faulty. The return of goods is entirely at the Company’s discretion.
12.34 The Company will normally refund any money received from the Customer using the same method originally used by the Customer to pay for the Customer’s purchase.
13.9 The formation, existence, construction, validity and performance and all aspects of the Contract (including any associated non-contractual disputes or claims) are governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.