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Interpretation
1.1 In these Conditions:
"Buyer" means the person whose order for Goods and/or Services is accepted by GK Signs. Where the Buyer has not clearly indicated in writing that it is a limited company then GK Signs may in its sole discretion regard the Contract as made with the Buyer personally or that this Agreement is guaranteed personally by the Buyer.
"Conditions" means these standard terms and conditions of sale and include any special terms and conditions agreed in writing between the Buyer and GK Signs.
"Contract" means the contract or contracts for the purchase and sale of Goods and/or supply of Services which shall be created under these terms and conditions
"Goods" means the goods which GK Signs sells to the Buyer under these Conditions.
"Order Confirmation" means the acknowledgement of the Quotation provided by GK Signs to the Buyer whether written or oral, by email or any unequivocal act or statement accepting an order
"Quotation" means the quotation for the Goods and Services provided to the Buyer by GK Signs whether written or oral.
"GK Signs" means GK Signs and Print Limited, registered office is at 1 Oak Tree Place Matford Business Park Marsh Barton Exeter EC2 8WA Company Number 07596763 trading name (and referred to herein as “GK Signs”
"Services" means any services provided to the Buyer (including all of them or any part of them) under a Contract with GK Signs.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
- Making the Contract
2.1 A Contract shall be made when an Order Confirmation has been issued by GK Signs to the Buyer or GK Signs commences provision of the Goods and/or Services in reliance upon an instruction from the Buyer (whichever shall be the earlier).
2.2 The Contract is subject to these Conditions to the exclusion of any other terms and conditions and all previous oral or written representations made by GK Signs, but subject to the provisions of Condition 2.3.
2.3 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and GK Signs.
2.4 GK Signs shall be entitled to rely upon the terms of any quotation provided and that any applicable specification as provided by the Buyer is wholly complete and accurate. If the Buyer wishes to amend any aspect of such information the Buyer has given it shall contact GK Signs immediately. GK Signs will use reasonable endeavours to implement any such amendment cannot guarantee that it will be able to do so after an Order Confirmation has been issued. If GK Signs is able and willing to amend it, then GK Signs will send the Buyer a new Order Confirmation. GK Signs may make a reasonable charge for dealing with any amendment requested by the Buyer whether or not it is accepted
2.5 All Quotations are, unless agreed otherwise in writing, valid for 30 days only or until earlier acceptance by the Buyer. After such time they may be amended by GK Signs without giving notice to the Buyer.
2.6 Any advice or recommendation given by GK Signs or its employees or agents to the Buyer or its employees or agents as to the storage, application, suitability or fitness for purpose for use of the Goods which is not confirmed in writing by GK Signs but which is followed or acted upon by the Buyer shall be at its own risk, and GK Signs shall not be liable for any such advice or recommendations. The Buyer agrees that the Goods shall be regarded as fragile and that such events as power washing or and form abrasion/chemical cleaning may damage the Goods for which GK Signs shall not be responsible
- Provision of the Goods and Services
3.1 The quantity, quality and description of and any specification for the Goods and Services shall be those set out in the Quotation. The Buyer agrees to fully prepare surfaces to which the Goods may be applied so that they are suitable for the application of installation of the Goods.
3.2 If the Goods are manufactured or any process is applied to the Goods by GK Signs in accordance with a specification/drawings and or images submitted by the Buyer whether in writing or otherwise the Buyer shall indemnify GK Signs against all loss damages costs and expenses awarded against or incurred by GK Signs in connection with or paid or agreed to be paid by GK Signs in settlement of any claim for infringement of any patent copyright design trade mark (whether registered or not) or other industrial or intellectual property rights of any third party which results from GK Signs use of any or all of the Buyer's specification.
3.3 GK Signs reserves the right to make any changes in the specification of the Goods and/or Services which are required to confirm with any applicable legal or regulatory requirements (including but not limited to safety requirements) or which do not materially affect their quality or performance.
3.4 No order which has been accepted by GK Signs may be cancelled by the Buyer except with the agreement in writing of GK Signs and on terms that the Buyer shall indemnify GK Signs in full against all loss (including loss of profit and consequential loss) costs (including the cost of all labour and materials used) damage charges and expenses incurred by GK Signs as a result of cancellation.
3.5 All samples, drawings, descriptions, specifications, illustrations and advertising issued by GK Signs or contained in any of GK Signs's catalogues or brochures or on any website connected with GK Signs (together "Samples") are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them. Samples do not form part of the Contract this is not a sale by sample.
3.6 At the request of the Buyer and at its cost (to be agreed), and at the sole discretion of GK Signs, GK Signs may remove materials (including but not limited to old signage) from the premises or vehicles of the Buyer. Title to such materials shall pass back to GK Signs without charge and it may then reuse or recycle them as it deems fit without further recourse to the Buyer.
3.7 GK Signs requires the Buyer, prior to the provision of the Goods and/or Services, to obtain any necessary consents and approval to:
3.7.1 The installation and/or application of the Goods, including but not limited to any planning and/or landlord consents;
3.7.2 the use of any logo, trade mark or design required for the Goods (included but not limited to the right to use the copyright and any other intellectual property rights in such logo, trade marks and design). GK Signs may call for such evidence of compliance or approval of such matters as it sees fit and shall be entitled to refuse to commence work or to stop work until fully satisfied
3.9 All intellectual property rights (including but not limited to copyright) arising from the creation of Goods by GK Signs shall remain the property of GK Signs and the Buyer shall not copy or reproduce the Goods without the prior written consent of GK Signs.
- Price of the Goods and Services
4.1 The price of the Goods and Services shall be the price set out in the Order Confirmation or (where the price is not referred to in the Order Confirmation) as set out in the Quotation, or (where no price has been quoted or a quoted price is no longer valid) the price shall be calculated by GK Signs from its normal price list extant from time to time.
4.2 GK Signs reserves the right to increase the price of the Goods and/or Services to cover:
4.2.1 any increase in the cost to GK Signs which is due to any factor beyond the control of GK Signs (such as without limitation any foreign exchange fluctuation currency regulation, alteration of duties, significant increases in the costs of labour, materials, or other costs of manufacture);
4.2.2 any change in delivery dates quantities or specification of the Goods and Services which are requested by the Buyer;
4.2.3 any delay caused by any instruction of the Buyer or failure of the Buyer to give GK Signs adequate information or instructions;
4.2.4 the costs of additional unforseen work carried out or needed by GK Signs to be able to perform the Services (including but not limited to the preparation of surfaces to which Goods are to be applied and the disposal of materials at the request of the Buyer);
4.2.5 to comply with any requirements referred to in Conditions 2.4, 3.5 and 3.6.
4.3 except as otherwise expressly set out in the Contract all prices are given by GK Signs exclusive of:
4.3.1 packaging and delivery of the Goods to the Buyer's premises or nominated site; and
4.3.2 any applicable value added tax or other applicable taxes or duty and such sums shall be added to the price. The term “value added tax” shall include all taxable and customs impositions on the Goods or Services whether in the United Kingdom or other jurisdiction
- Terms of Payment
5.1 Unless otherwise agreed in writing GK Signs shall be entitled to invoice the Buyer for the price of the Goods and the Services on or at any time after commencement of the production of the Goods and/or commencement of the performance of the Services. If GK Signs has notified the Buyer that the Goods are ready for collection and/or the Services are ready to be provided but the Buyer fails to collect or delays performance than GK Signs shall be entitled to invoice the Buyer for the price at any time after such notification.
5.2 Subject to Condition 5.3 below the Buyer shall pay the price of the Goods and/or the Services within no more than 14 days of the date of invoicing to the Buyer notwithstanding that delivery may not have taken place and the title in the Goods has not passed to the Buyer. The time of payment of the price shall be the essence of the Contract. Receipts for payment will only be issued on request by the Buyer.
5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to GK Signs GK Signs shall be entitled to
5.3.1 cancel the Contract or suspend further deliveries of Goods and/or provision of Services to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any Contract between the Buyer and GK Signs) as GK Signs think fit (not withstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of four per cent per annum above Barclays Bank plc base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
- Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at GK Signs's premises at any time after GK Signs has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by GK Signs delivering the Goods to that place subject to Condition 4.3. Provision of the Services shall be made at the location notified by the Buyer at any time after GK Signs has notified the Buyer that the Services are ready to be provided. The Buyer hereby grants to GK Signs and any subcontractor an unconditional licence to enter any premises of the Buyer (or 3rd party) for the delivery of the Goods and performance of the Services subject to compliance with reasonal Health and Safety requirements notified in advance.
6.2 Any dates quoted for delivery of the Goods and/or provision of the Services are approximate only and GK Signs shall not be liable for any delay in delivery of the Goods and/or provision of the Services howsoever caused. Time for delivery and/or provisions shall not be of the essence unless previously agreed in writing by GK Signs. The Goods may be delivered and/or the Services provided to the Buyer in advance of the quoted date upon giving reasonable notice to the Buyer.
6.3 If the Buyer fails to take delivery of the Goods or accept provision of the Services or fails to give GK Signs adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of GK Signs's fault) then without prejudice to any other right or remedy available to GK Signs GK Signs may
6.3.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or
6.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.4 GK Signs may deliver the Goods by separate instalments and perform any Services in stages. Each separate instalment or stage will be invoiced and paid for in accordance with the provisions of this Contract.
6.5 Each instalment or stage will be a separate Contract (but subject to these terms and conditions) and, unless specifically set out in these Conditions, no cancellation or termination of any one Contract relating to an instalment or stage will entitle the Buyer to repudiate or cancel any other Contract or instalment or stage.
- Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer
7.1.1 in the case of Goods to be collected at GK Signs's premises at the time when GK Signs notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of other Goods then at the time of delivery or, if the Buyer fails to take delivery of the Goods, from the time when GK Signs has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions ownership and title to the Goods shall not pass to the Buyer until GK Signs has received payment in full for of the Goods and all other Goods and Services for which payment is due from GK Signs.
7.3 Until such time as ownership of the Goods passes the Buyer shall hold the Goods as GK Signs's fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties, properly stored protected and insured and identified as GK Signs's property.
7.4 The Buyer shall be entitled to use the Goods in the ordinary course of its business but shall account to GK Signs for the proceeds of sale (if the Goods are used sold or passed to any third party) whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured.
7.5 Until such time as ownership and title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) GK Signs shall be entitled at any time to require the Buyer to deliver up the Goods to GK Signs and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.6 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 GK Signs but if the Buyer does so all monies owing by the Buyer to GK Signs shall (without prejudice to any other right or remedy of GK Signs) forthwith become due and payable.
7.7 The Buyer agrees to notify any third party who may come into possession of the Goods of this clause 7 should payment have not been made to GK Signs when possession is transferred.
- Warranties Liabilities and Indemnities
8.1 GK Signs will within a period of 6 months from the date of delivery of Goods and from the date of provision of Services, in respect of Goods and/or Services which are proved to the reasonable satisfaction of both parties to be damaged or defective, or not to comply with the agreed specification due to defects in material, workmanship or design (other than a design made, furnished or specified by the Buyer), repair, or at its option replace, such Goods, and/or reperform or at its option refund the price of such Services. This obligation will not apply where:
8.1.1 the Buyer has improperly used the Goods in any way or the Goods have been subjected to misuse, unauthorised repair, damage, negligence, adverse weather conditions and/or alteration; or the Buyer has not complied with any instructions relating to preparation of the surfaces and areas to which the Goods are applied, and/or such surfaces or areas have been subject to previous workmanship by third parties and/or contain latent defects; or damage, discolouration or failure to painted surfaces has occurred through no fault of GK Signs; or
8.1.2 GK Signs carries out work which is not provided for in the Order Confirmation, and is beyond the scope of the Services; or
8.1.3 the Buyer has not complied with any instructions as to use and care of the Goods in all respects; or
8.1.4 the Buyer has failed to notify GK Signs of any problem or suspected problem within 2 days of the provision of the Services and/or supply of the Goods.
8.2 Any repaired or replacement Goods or re-performed Services will be liable to repair or replacement (or re-provision or, at GK Signs's option, refund) under the terms specified in Condition 8.1 for the unexpired portion of the 6 month period from the original date of delivery of the replaced Goods or from the original date of provision of the re-performed Services.
8.3 The above warranty does not extend to parts materials or equipment not manufactured by GK Signs in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to GK Signs.
8.4 GK Signs accepts liability for personal injury or death caused by the negligence of GK Signs or its employees (acting within the course of their employment or duties and the scope of their authority and for any other matter for which it would be illegal to exclude or attempt to limit or exclude its liability.
8.5 Except as provided in Condition 8.4, GK Signs will be under no liability to the Buyer (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or for any direct, indirect or consequential loss (all three of which terms include, but are not limited to, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:
8.5.1 any breach by GK Signs of any of the express or implied terms of the Contract;
8.5.2 any of the Goods and/or Services (including but not limited to any use made by the Buyer of any Goods, or of any product incorporating any of the Goods), or the manufacture or sale or supply, or failure or delay in supply, of the Goods and/or Services by GK Signs or on the part of GK Signs's employees, agents or sub-contractors;
8.5.3 any non-fraudulent statement made or not made, or advice given or not given, by or on behalf of GK Signs.
8.6 Except as set out in Condition 8.4, GK Signs hereby excludes to the fullest extent permissible in law, all express (other than those set out in the Contract) or implied, statutory, customary clauses, warranties and stipulations or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer.
8.7 The Buyer acknowledges that the above provisions of this Condition 8 are reasonable and reflected in the price which may be higher without those provisions, and the Buyer will accept such risk and/or insure accordingly.
8.8 GK Signs shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of GK Signs's obligations in relation to the Goods and/or Services if the delay or failure was due to any cause beyond GK Signs's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond GK Signs's reasonable control.
8.8.1 Act of God explosion flood tempest fire, accident or illness deemed a pandemic, war (whether declared or not) or threat of war sabotage insurrection civil disturbance or requisition, Acts restrictions regulations byelaws prohibition of measures of any kind on the part of any governmental parliamentary or local authority, Import or export regulations or embargoes, strikes lockout or other industrial actions or trade disputes (whether involving employees or GK Signs or a third party), difficulties in obtaining raw materials labour fuel parts or machinery, power failure or breakdown in machinery, default of GK Signs sub-contractors.
8.9 The Buyer agrees to indemnify, keep indemnified and hold harmless GK Signs from and against all direct, indirect or consequential loss (all three of which terms include, but are not limited to, loss of profits, loss of business, depletion of goodwill and like loss), costs, expenses, liabilities, injuries, damages, claims, demands, proceedings or legal costs and judgements which GK Signs incurs or suffers as a consequence of direct or indirect breach or negligent performance or failure in performance by the Buyer of any of the terms of the Contract.
- Data Protection
By placing a Quotation, the Buyer authorises GK Signs to use the Buyer's personal details for the purposes of supplying the Goods and performing the Services (including passing the Buyer's details on to subcontractors) and for the marketing to it by GK Signs. GK Signs may share the Buyer's information with will not use the Buyer's details for other purposes without seeking the Buyer's consent. The Buyer authorised GK Signs to use images of the Work or Services to be referred to in GK Signs marketing
- General
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address may be at the relevant time have been notified pursuant to this provision giving the notice.
10.2 GK Signs may transfer, assign, hold on trust, licence or sub-contract all or any part of its rights or obligations under any Contract but each and every Contract is personal to the Buyer and the Buyer may not transfer all or any of its rights or obligations under any Contract without the prior written consent of GK Signs.
10.3 The Buyer its staff and subcontractors will treat GK Signs and its staff in a reasonable and courteous manner at all times
10.4 Neither party intends that any of the terms of any Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. No waiver by GK Signs of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any provisions. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
10.7 Any dispute arising under or in connection with these Conditions and any Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts. (Version 1.1 April 2024)