ASTRA SIGNS TERMS & CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES INCLUDING THE ONLINE SHOP
Welcome to the Astra Signs Terms and Conditions (referred to in this document as the ‘Terms’). We want you to know that privacy, security, confidentiality, and great customer service are all very important to Astra Signs, so we devised these Terms to help make our website a safe and easy place to shop. Our Terms apply to the use of this website and the supply of goods ordered through it. By accessing the Astra Signs Shop website and/or placing an order, you are agreeing to be bound by the Terms set out below.
Astra Signs Limited – Terms and conditions for the supply of goods and services
The Customer’s attention is particularly drawn to the provisions of clause 12.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 14.1.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
Services: the services, including installation of the Goods, supplied by the Supplier to the Customer.
Supplier: Astra Signs Limited registered in England and Wales with company number 03115547 whose registered office is situated at Unit 1, First Avenue, Europa Way, Trafford Park, Manchester, M17 1JZ.
Supplier Materials: has the meaning set out in clause 8.1(f).
1.2 Construction. In these Conditions, the following rules apply :
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) 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 those terms; and
(e) a reference to writing or written includes e-mails.
2 Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or (if earlier) the Supplier delivers the Goods to the Customer at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation,
assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (including any terms or conditions which the Customer purports to apply under its Order or any other document), or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 60 days from its date of issue provided that the Supplier has not previously withdrawn it.
2.6 No Order which has been accepted by the Supplier may be varied or cancelled by the Customer except with the agreement in writing of the Supplier’s account manager for the Customer and then only on terms that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such variation or cancellation.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in the Supplier’s written acceptance of the Order. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations of the Goods or Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force. The Customer acknowledges in particular that variances in colour may apply dependent on the material used in and location of the Goods.
3.2 The Customer is solely responsible for ensuring the accuracy of the terms of its Order (including any applicable specification) and any design sheet presented to the Customer for sign-off and for giving the Supplier any necessary information and signing off any designs relating to the Goods within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.3 The Customer must satisfy itself as to the specification, quality and fitness for purpose of the Goods before taking delivery, and the Customer shall not in any way rely upon the Supplier’s skill or judgement in this respect except to the extent that the Supplier has expressly agreed in writing to provide structural design services so that the Goods are suitable for a specific purpose as agreed in writing by the Supplier.
3.4 To the extent that the Goods are to be manufactured or any process is to be applied to the Goods in accordance with a name, logo, design or specification supplied or proposed by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of such name, logo, design or specification. This clause 3.4 shall survive termination of the Contract.
3.5 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4 Delivery of Goods
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location). Where the Delivery Location is the Supplier’s place of business, the Customer shall collect the Goods within 30 days of the Supplier notifying the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location or (where the Delivery Location is the Supplier’s place of business) upon the completion of loading of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any failure to deliver or delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 Where the Supplier is liable for any delay in delivery of the Goods, the delay shall only entitle the Customer to terminate the Contract if it exceeds 60 days, and the Customer’s liability shall be limited to issuing a credit note for the pro rata price against any invoice raised for such Goods.
4.5 The Supplier shall not be liable for any non-delivery of Goods unless written notice is given to the Supplier within 48 hours of the time when the Goods would in the ordinary course of events have been received.
4.6 If the Customer fails to accept delivery of the Goods when they are ready for delivery or (where applicable) fails to collect the Goods within 30 days of being notified that they are ready, or the Supplier is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) delivery of the Goods shall be deemed to have been completed at the time the Supplier makes the Goods available or (where applicable) upon expiry of the 30 day period for collection;
(b) risk in the Goods will pass to the Customer; and
(c) the Supplier may store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 The Customer shall inspect the Goods upon delivery and shall within 48 hours of delivery given written notice to the Supplier, and (where applicable) to the carrier, of any damage.
4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5 per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5 Quality of Goods
5.1 The Supplier warrants that on delivery the Goods shall conform in all material respects with their description, and that for a period of 12 months from the date of delivery (warranty period) the Goods shall be free from material defects in material and workmanship;
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing during the warranty period and within a period of 7 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace any Goods found to be defective, or refund the price of the defective Goods.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions (including those set out in the Supplier’s O&M Manual relating to the Goods)1 as to the storage, installation, commissioning, use or maintenance and inspection of the Goods or (if there are none) good trade practice;
(b) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(c) the Customer alters or repairs such Goods without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal weather or environmental conditions;
(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.
6 Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery (or deemed delivery in accordance with clause 4.6(a)).
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery and shall, on request, produce the policy of insurance to the Supplier;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(l); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4 In the event that the Customer affixes the Goods to a surface, the Customer shall ensure that the Goods remain separate from that surface and shall not become a fixture of the property or surface to which they are affixed.
6.5 Subject to clause 6.6, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time it does so as principal and not as the Supplier’s agent.
6.6 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(l), then, without limiting any other right or remedy the Supplier may have:
(a) the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them and charge the Customer all reasonable costs incurred in doing so.
7 Supply of Services
7.1 The Supplier shall use all reasonable endeavours to meet any performance dates quoted for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.2 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.2
7.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8 Customer’s obligations
8.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide the Supplier, its employees, agents, consultants and subcontractors, with safe, free and unencumbered access to the Customer’s or any third party’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
(c) provide the Supplier with such information as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(d) prepare the Customer’s or (where applicable) third party’s premises for the supply of the Services, including ensuring that any structure to which the Goods are to be affixed is adequate to provide a fixing that is safe and compliant with all relevant laws and regulations;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) keep and maintain all materials, equipment, tools, documents and other property of the Supplier (Supplier Materials) at the Customer’s or (where applicable) third party’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
(g) ensure that the Goods and the structure or area to which the Goods are affixed is inspected and maintained in accordance with the Supplier’s oral and written instructions (including those set out in the Supplier’s O&M Manual relating to the Goods) and in compliance with all relevant laws and regulations.
8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (including its obligations under clause 3.2) (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9 Charges and payment
9.1 The price for Goods shall be the quoted price or, if no price is quoted, the price set out in the Supplier’s published list price as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
9.2 The charges for Services shall be the charges set out in the Supplier’s quotation or, if no price is quoted, shall be on a time and materials basis calculated in accordance with the Supplier’s standard daily fee rates and overtime rates applicable from time to time.
9.3 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
9.4 The Supplier reserves the right to increase the price of the Goods or charges for the Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or Services to the Supplier that is due to:
(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification or the performance dates for the Services; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or Services.
9.5 Unless agreed otherwise in writing:
(a) in respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery; and .
(b) in respect of Services, the Supplier shall invoice the Customer monthly in arrears.
9.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
9.7 The Supplier may carry out credit checks from time to time against the Customer and may at any time require the Customer to pay a deposit or provide other security against payments due or which may become due under the Contract.
9.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. Should any other tax duty or levy or other payment whatsoever be imposed by the European Union or governmental authority relating to the Goods or Services before delivery of such Goods or performance of such Services, the Customer shall bear the burden of such tax, duty or levy or other payment and any associated costs arising.
9.9 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above Royal Bank of Scotland plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Please note that the erection and installation of static signs is not covered by the Construction Industry Scheme and therefore the deduction of tax is not required or permitted in such cases. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
10 Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
10.2 All specifications, brochures, catalogues, price lists and all advertising matter are the copyright of and shall remain the property of the Supplier and must not be copied, reproduced or divulged directly or indirectly to any other person without the Supplier’s prior written permission and may be void, withdrawn or cancelled by the Supplier at any time.
10.3 All Supplier Materials are the exclusive property of the Supplier.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.
12 Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(e) defective products under the Consumer Protection Act 1987; or
(f) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.3
12.2 Subject to clause 12.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the pro-rata Contract price in respect of the defective Goods and/or Services.
12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 The Customer shall indemnify the Suppler against all and any liabilities, costs, expenses, damages and losses arising out of or in connection with:
(a) any claim made against the Supplier at common law or under the Consumer Protection Act1987 or otherwise under statute as a result of the Customer failing to identify or notify the Supplier of any defect in the Goods or Services within a reasonable time or as required by the Contract and/or by any statutory obligation;
(b) any claim made against the Supplier arising out of or in connection with any resale of the Goods to a third party or use of the Goods by a third party in a manner not previously agreed in writing by the Supplier to be suitable or in a manner not in accordance with the Contract.
12.5 This clause 12 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of Customer;
(d) the Customer (being an individual) is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets;
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
(g) the holder of a qualifying charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar
to any of the events mentioned in clause 13.1(a) to clause 13.1(h) (inclusive);
(j) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(k) the Customer financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(l) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment or fails to provide any deposit or other security in accordance with any request made by the Supplier pursuant to clause 9.7.
13.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, if the Customer fails to provide any deposit or other security in accordance with any request made by the Supplier pursuant to clause 9.7, if the Customer becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(l), or if the Supplier reasonably believes that the Customer is about to become subject to any of them.
13.4 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14 Force majeure
14.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials, act of God, war, national emergency, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or default of suppliers or subcontractors.
14.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 30 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
15 Dispute resolution
15.1 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the account manager of the Supplier and a manager of the Customer shall attempt in good faith to resolve the Dispute;
(b) if the account manager of the Supplier and the manager of the Customer are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a director of the Supplier and a director of the Customer who shall attempt in good faith to resolve it; and
(c) if the director of the Supplier and the director of the Customer are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 21 days later the date of the ADR notice.
15.2 Neither party may commence any court proceedings under clause 16.10 in relation to the whole or part of the Dispute until 21 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
16.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) Any notice given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or e-mail.
(b) A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.2(a) sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
16.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 Cumulative rights and remedies. Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
16.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.7 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.8 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by a director of the Supplier.
16.9 Governing law. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.10 Jurisdiction. Each party irrevocably agrees that, subject to clause 15, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
ABOUT ASTRA SIGNS AND HOW TO CONTACT US
Who We are. Astra Signs Limited is a company registered in England and Wales and our company registration number is 1938493. In addition to our core business of design, manufacture, and installation of architectural signage, we operate an ecommerce website at www.astragroup.co.uk from which customers can order signage products online. Our registered office is at Unit 1, First Avenue, Europa Way, Trafford Park, Manchester, M17 1 JZ.
Contacting us. If you have any questions relating to these Terms and Conditions, please contact our Sales team on 0161 8322429 or email sales@astraSigns.com and we will be happy to help. Our lines are open Monday-Friday, between 8.30am and 5.00pm. Please note all calls to our Sales team may be subject to your standard telephone charges and inbound and outbound calls may be recorded for quality monitoring and training purposes.
How We may contact You. If we need to contact you, we will usually do so by emailing you at the email address you provided in your order. We may also contact you by telephone or post using the contact information you provided in your order.
‘Personal information’ refers to the details you gave us when you registered with Astra Signs.
‘Goods’ refers to the products we display for sale on our website.
‘We/us’ refers to Astra Signs Limited of Unit 1, First Avenue, Europa Way, Trafford Park, M17 1 JZ.
‘Website’ refers to the website at www.astragroup.co.uk or any other URL that might replace it.
‘Writing’ or ‘written’ includes contact by email.
‘You’ refers to you, as a user of the Astra Signs website.
OUR CONTRACT WITH YOU
Our contract. These Terms apply to orders placed by you and the supply of goods by us to you, which forms our Contract with you. No other terms are implied by trade, custom, practice or course of dealing.
Entire agreement. The Contract refers to the entire agreement between us in relation to its subject matter. It means you acknowledge you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
Language. We only set out these Terms and the Contract in the English language.
Your copy. Please print a copy of these Terms or save them to your computer for future reference.
PLACING AN ORDER AND ITS ACCEPTANCE
Placing your order. Please follow the onscreen prompts when you place an order. Each order you place represents an offer by you to buy the goods specified in the order subject to these Terms.
Correcting input errors. Our order process makes it easy for you to check and amend any errors before you submit your order to us. Please check your order carefully before confirming it as you are responsible for ensuring your order and any specifications you submit with it are complete and accurate.
Acknowledging receipt and acceptance of your order. When you place an order, you will receive an email from us acknowledging receipt. Our acceptance of your order takes place when we send the email for you to accept it, at which point the Contract between you and us starts.
If we cannot accept your order. If we are unable to supply you with the goods for any reason, we will notify you by email and we will not process your order. If you have already paid for the goods you ordered, we will refund you the full amount including any delivery costs you were charged for as soon as possible.
The images of the goods on our site are for illustrative purposes only. Although we make every effort to display colours of our products accurately, we cannot guarantee that your computer’s display will accurately reflect the colour of the goods. The colour of your goods may therefore vary slightly from the images on screen.
We’ll take all reasonable care to be as accurate as possible with our descriptions, in fact all sizes, weights, capacities, dimensions and measurements indicated on our website have a 2% tolerance. Although we aim to keep the website as up to date as possible, the information displayed may not always reflect the exact position at the time you place your order.
The packaging of your goods may look different to the images displayed on our site.
We reserve the right to amend the specification of the Goods if required by any relevant statutory or regulatory requirement.
RETURNS AND REFUNDS
You can cancel the Contract and receive a refund if you notify us as we have set out in clause 5.3 within seven days of your decision to cancel the Contract. OR within 48 hours of playing your order or within seven days of receiving your order.
However, this cancellation right does not apply to bespoke branded goods that have been customised to your requirements.
To cancel the Contract, you must email us at sales@Astrasigns.com or contact our Sales team by telephone on 0161 8322429 or by post to Astra Signs Limited, Unit 1, First Avenue, Europa Way, Trafford Park, Manchester, M17 1JZ. If you are emailing us or writing to us, please include the details of your order to help us identify it. If you send us your cancellation notice by email or by post, your cancellation will be effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time if you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
If you are returning goods to us under this clause (5) because they are faulty or mis-described, we will refund the price of the goods back to the credit card or debit card you used to pay for them.
If goods have been delivered to you before you decide to cancel the Contract then you must return them to us without undue delay – certainly no later than 14 days after the day you tell us you want to cancel the Contract. You can either send them back or hand them to our authorised carrier. Please use the pre-printed returns labels supplied on your delivery note and contact us (see 5.3) to arrange collection.
DELIVERY. TRANSFER OF RISK AND TITLE
From the receipt of your order and payment of it in full, we aim to deliver it within seven working days, stock permitting. Occasionally, our delivery to you may be affected by an event that is beyond our control. See clause 14 (‘Events outside our control’) for more information about our responsibilities when this happens.
Delivery is complete once the Goods have been unloaded at the delivery address set out in your order-the goods will be your responsibility from that time.
You’ll own the Goods once we have received payment in full, including all applicable delivery charges.
If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the most competitive market available, less the price of the goods. However, we will not be liable to the extent that any failure to deliver was caused by an event outside our control (see 14) or because you didn’t provide adequate delivery instructions or any other instructions that were relevant to the supply of goods or because you provided an inadequate, inaccurate or misleading specification of the goods.
If you fail to take delivery within 10 days from the day, we notified you that the goods were ready for delivery, we may resell part of or all of them. Bespoke goods manufactured to your specification will still be chargeable.
We can deliver to International destinations.
If You order goods from our website for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination, and you will be responsible for payment of these charges. Please note we have no control over these charges and cannot predict the amounts involved. Please contact your local customs office for further information before placing your order.
You must comply with all applicable laws and regulations of the country for which the goods are destined; we cannot be held liable for any breach by you of any such laws.
PRICE OF GOODS AND DELIVERY CHARGES
The prices of the goods will be as quoted on our website at the time you submit your order. We take all reasonable care to ensure the prices of goods are correct when the information was entered onto our system. However, please see clause 8.5 to find out what happens if we discover an error in the price of goods you ordered.
Prices for our goods may change from time to time, but no changes will affect an order you have already placed.
The price of goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the goods in full before the change in VAT takes effect.
The price of the goods shown on the website does not include delivery charges. Our delivery charges are quoted to you during the check-out process before you confirm your order. Please refer to our Delivery Charges page at for more information.
We sell many goods through our website and it is always possible that, despite our reasonable efforts, some of the goods online may be incorrectly priced. Normally we will check prices as part of our dispatch procedures so that:
where the correct price for the goods’ is less than the price stated on our site, we will charge the lower amount when dispatching the goods to you; and
if the correct price for the goods’ is higher than the price stated on our site, we will contact you as soon as possible to tell you about the error and give you the option of purchasing the goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could have been as mispricing, we may cancel the supply of the goods and refund you any money you have paid.
HOW TO PAY
You can only pay for goods ordered on the website by using a debit card or credit card; we accept PayPal, VISA, VISA Electron and MASTERCARD.
Payment for the goods and delivery charges must be made in advance and we will charge your credit or debit card when you complete your order.
The Inland Revenue accepts we are not associated with the building industry, so we are not within the province of the construction industry tax deduction scheme, as detailed in Appendix B of publication IR14/15 (CIS). This means there is no restriction on us being paid in full without deducting tax.
OUR WARRANTY FOR THE GOODS
Astra Signs goods are intended for use predominantly in the UK. We do not warrant that the Goods comply with the laws, regulations, or standards outside the UK.
We provide a warranty that on delivery, the Goods will:
subject to clause 4, conform in all material respects with their description.
be free from material defects in design, material, and workmanship; and
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
Subject to clause 11.4, if:
you give us notice in writing within five working days of delivery that some or all of the goods do not comply with the warranty set out in clause 11.2.
we are given a reasonable opportunity of examining the goods; and
if we ask you to do so, you return the goods to us at our expense, we will, at our option, repair or replace the defective goods, or refund the price of the defective goods in full.
We will not be liable for breach of the warranty set out in clause 11.2 if:
you make any further use of the goods having given notice to us under clause 11.3.
the defect arises because of us following any drawing, design or specification supplied by you.
you alter or repair the goods without our written consent.
the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the goods differ from their description or specification because of changes made to ensure they comply with any statutory or regulatory requirements.
We’ll only be liable to you for the goods’ failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause (11 ).
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
These Terms also apply to any repaired or replacement goods supplied by us to you.
OUR LIABILITY – PLEASE READ THIS SECTION CAREFULLY
We only supply goods for internal use by your business, and you agree not to use the goods for any resale purposes.
Nothing in these Terms limits or excludes our liability for:
death or personal injury caused by our negligence.
fraud or fraudulent misrepresentation.
breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
any other liability that cannot be limited or excluded by law.
Subject to clause 12.2, we will not be liable to you, under any circumstances, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
any loss of profits, sales, business, or revenue; or
loss or corruption of data, information, or software.
loss of business opportunity; or
loss of anticipated savings; or
loss of goodwill; or
any indirect or consequential loss.
Subject to clause 12.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the total price of the goods.
Except as expressly stated in these Terms, we do not give any representations, warranties, or undertakings in relation to the goods we supply. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. We won’t be responsible for ensuring that the goods are suitable for your purposes.
Without limiting any of our other rights, we may suspend the supply or delivery of the goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so.
you fail to pay any amount due under the Contract on the due date for payment.
you take any action in connection with entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of a court. unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business.
you suspend, threaten to suspend, cease, or threaten to cease to carry on all or a substantial part of your business; or
your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
A termination of the Contract shall not affect your or our rights and remedies that have arisen at that point.
Any provision of the Contract that is intended to come into or remain in force on or after termination will remain in full force and effect.
No order that has been accepted by us may be cancelled by you unless you have agreement in writing from us and on terms that you will indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us because of your cancellation.
EVENTS BEYOND OUR CONTROL
We will not be liable or responsible for any failure to perform or delay in performance of any of our obligations under the Contract that is caused by any act or event beyond our reasonable control, i.e., an ‘event beyond our control’.
If an event beyond our control takes place that affects the performance of our obligations under the Contract:
we will contact you as soon as reasonably possible to notify you; and
our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the event. Where the event affects our delivery of goods to you, we will arrange a new delivery date with you after the event is over.
You can cancel a Contract affected by an event beyond our control that is continued for more than 30 days – simply contact us to do so. If you do opt to cancel, you will have to return any relevant goods you have already received and we will refund the price you paid, including any delivery charges.
COMMUNICATIONS BETWEEN US
When we refer to “in writing” in these Terms, this includes email.
Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
if it has been delivered personally, a delivery receipt has been signed or the notice has been left at the proper address.
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
if sent by email, at 9.00 am the next working day after transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed, stamped, and put in the post and, in the case of an email, that it was sent to the correct specified email address.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
INTELLECTUAL PROPERTY AND RIGHT TO USE
Unless otherwise stated, the copyright and other intellectual property rights in the content on the Website are owned by us or our licensors. Any access or use of the website for any reason other than your personal, non-commercial use is prohibited.
No part of the website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or another website without our prior written permission.
You acknowledge and agree that the material and content contained on the website is available for your personal, non-commercial use only and that you may (if necessary, to make a purchase) download such material and content onto one computer hard drive. Any other use of the material and content on the website is strictly prohibited.
You agree not to (or assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit, or create derivative works of such material and content.
Assignment and transfer.
We may assign or transfer our rights and obligations under the Contract to another entity.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Variation. Any variation of the Contract will only be effected if it’s made in writing and signed by you and us (or our respective authorised representatives).
Waiver. If we do not insist that you perform any of your obligations under the Contract or enforce our rights against you or if we delay in doing so, that will not mean we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Severance. Each paragraph in these Terms stands independently. If any court or relevant authority decides any paragraph is unlawful or unenforceable, those remaining will remain in full force and effect.
Third party rights. The Contract is between you and us and no other person has any rights to enforce any of its Terms.
Governing law and jurisdiction. This Contract is governed by English law and each party agrees to submit any disputes arising out of or in connection with it to the jurisdiction of the English courts.