Terms and Conditions
Pcmi Signs (Portsmouth City Council) Standard Terms and Conditions for the Supply of Goods and Services
All orders accepted by and goods and services supplied through or provided by the Company are subject to the following express terms and conditions. Any order placed by a Customer shall constitute an offer to contract upon these express terms and conditions and no addition thereto or variation thereof whether contained in the Customer’s order or otherwise shall apply unless expressly agreed in writing by the Company’s authorised representative. No order shall be binding upon the Company unless accepted in writing by the Company.
1. Interpretation and Definition
In these conditions the headings are for convenience only and shall not affect their interpretation.
Company: Portsmouth City Council (Pcmi Signs).
Conditions: the standard terms and conditions of sale set out in this document.
Customer: the person who agrees to purchase the goods and/or supply of services from the Company.
Contract: any agreement for the sale and purchase of goods and/or supply of services between the Company and the Customer.
Goods: the goods referred to in an order placed by the Customer and materials supplied by the Company under the contract.
Services: the design and printing of graphics and other advertising materials together with, where specified, application and installation of the goods, provided by the Company under the contract.
Writing: includes electronic mail, facsimile transmission and comparable means of communication.
Parties: the Company and the Customer under the contract.
Specification: the specification for the goods and/or the Services agreed to be provided by the Company to the Customer.
Quotation: the Company's quotation for the supply of goods and/or services.
Order: the Customer's order for the supply of goods and/or services.
Price: the price to be paid by the Customer under the contract.
Working Day: any day which is not a Saturday or a Sunday, nor a Bank or Public Holiday in England.
2. Basis of Contract
2.1 The contract shall be formed by the Company’s acceptance of an order placed by the Customer for the goods.
2.2 The Company’s acceptance of any order shall be subject to these standard terms and conditions of sale which shall override any terms, conditions or stipulations whether referred to in the Customer’s order; or in any other document issued by the Customer; or in any other communication (written or oral) between the parties, unless agreed in writing by the Company.
2.4 When you place an order using www.pcmisigns.co.uk or email, you communicate with the Company electronically. Contractually, you agree to receive communication from the Company electronically and the Company agrees to comply with our legal requirement with regard to the distance selling regulations.
2.5 All goods are subject to availability.
2.6 The Company shall sell/provide and the Customer shall purchase the goods and/or services in accordance with any written quotation of the Company which is accepted by the Customer, or any written order of the Customer which is accepted by the Company, subject in either case, to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2.7 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.
2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.1 All artwork, text, style and graphics produced by the Company on behalf of the Customer shall be submitted to the Customer for approval. The Company shall accept no liability for errors not corrected by the Customer. Any amendments to be made after the Customer has approved artwork shall be subject to additional cost.
3.2 Where an order is placed using material on a computer readable disk or other media for digital printing the Customer shall supply a colour layout of the desired end print and in the absence of a visual proof the Company accepts no responsibility for any material variation in the interpretation of the Customer's requirements. Time expended in alterations required to be made by the Company due to incorrect information supplied by the Customer shall be subject to additional charge.
3.3 Unless specified by the Customer the Company in its absolute discretion shall print all works for digital printing in a resolution most appropriate for any particular application.
3.4 All materials used in the production of work of any nature shall unless it is supplied by the Customer belong to the Company.
3.5 The Company shall use reasonable endeavours to obtain best results on materials supplied or specified by the Customer. Such materials may be rejected if they are deemed, in the Company's opinion, to be unsuitable. In such event the Company may charge any additional costs incurred.
4. Intellectual Property
4.1. “Intellectual Property Rights” means patents, inventions, trademarks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off
4.2. The Company retains ownership of all Intellectual Property Rights in all documents and materials provided by the Company in connection with or arising out of the Contract. The Company may obtain or make at its own expense any further copies of such documentation as may be required in its opinion for use by the Customer solely in so far as is necessary to provide the Service and always subject to the provisions of this clause.
4.3. The Intellectual Property Rights in all Documents reports and calculations prepared by the Company in connection with the Services shall vest in the Party commissioning the Report Document or calculation save that where that party is the Customer the Company shall have a royalty free licence to use such documents reports and calculations for the purpose of providing the service to the Customer.
4.4. The Customer shall indemnify the Company against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right arising during the provision of the Services or thereafter resulting from the act or omission of the Customer, except to the extent that such liabilities have resulted directly from the Company failure properly to observe its obligations under this Contract.
5. Price and Payment
5.1 All prices are quoted exclusive of Value Added Tax which shall be payable in accordance with current legislation.
5.2 All prices exclude delivery and installation (unless otherwise specified), which are subject to the additional charges shown in the Contract.
5.3 The Company shall be entitled to invoice the Customer for the price of the goods and/or services on or at any time after delivery of the goods, or after the Company has notified the Customer that the goods are ready for collection, or (as the case may be), the Company has tendered delivery of the goods.
5.4 The Customer shall pay the amounts due at the time(s) stated in the Contract or, if no time is stated, within 30 days from the invoice date of the Company’s invoice for the goods and/or services.
5.5 The Company reserves the right to suspend performance of any of its obligations under any contract while a Customer’s account remains overdue for payment.
6.1 Delivery of the goods shall be made by the Customer collecting the goods at the Company’s premises at any time after the Company has notified the Customer that the goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the goods to that address.
6.2 Any dates quoted for delivery of the goods or performances of the Service are approximate only and the Company shall not be liable for any delay howsoever caused. Time for delivery and or performance of the services shall not be of the essence of the Contract unless previously agreed by the Company in writing. The goods may be delivered and the service performed by the Company in compliance with the quoted delivery/performance date upon giving reasonable notice to the Customer.
6.3 If the Company fails to deliver the goods and or provide the service (or any instalment) for any reason other than for any cause beyond the Company’s reasonable control and the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods and or service to replace those not delivered or performed over the price of the goods/service.
6.4 If the Customer fails to take delivery of the goods and/or services or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:-
6.4a Store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.4b Sell the Goods at the best price readily available and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
7. Damage in Transit
7.1 Goods damaged in transit must be reported immediately by signing the delivery note ‘Damaged on arrival’ and returning it to the Company within 5 working days; any damaged Goods must be retained by the Customer for inspection.
7.2 If the delivery note is signed without the comment ‘Damaged on arrival’ the Company cannot be held responsible for damages in transit.
8.1 Goods shall not be returned by the Customer without the prior agreement of the Company, and shall be subject to the returns policy of the Company.
8.2 Any Goods returned in accordance with Condition 6 must be returned unused, in their original undamaged packaging and fit for immediate resale by the Company.
8.3 This Condition 6 does not apply to defective or damaged Goods or an over-supply of Goods.
9. Risk and Title
9.1 The Goods are at the risk of the Customer from the time of delivery.
9.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) the Price for the Goods. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
9.2a Until payment has been made in full the Customer will ensure the Goods are clearly marked as the property of the Company in accordance with these instructions and will store the Goods in such a way as to be readily identifiable from other goods.
9.2b Where payment for the Goods has not been made by the due date the Company shall (without prejudice to any other remedy) be entitled to take possession of the Goods and shall be entitled to enter the Customer's premises during normal business hours for such purpose.
9.3 Until such time as ownership of the Goods passes to the Customer the Customer shall hold the Goods as the Company’s fiduciary agent and Bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored protected and insured and identified as the Company’s property.
9.4 The Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Customer and third parties.
10. Warranty and Liability
10.1 The Company warrants that the goods will correspond in all material respects with the specification (to the extent that current printing and digital techniques permit) and will be free of defects in material and workmanship for a period of twelve (12) months from the date of delivery.
10.1a The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee), if the total price for the goods and or services has not been paid by the due date for payment.
10.1b The above warranty does not extend to artwork, text style or graphics or materials supplied to the Company by the Customer or by a third party on the Customer's behalf.
10.2 The Customer should inspect the goods and services provided by the Company on receipt. The Customer should report by telephone (and confirm in writing) any defects to the Company within 7 days of receipt. The Company may replace the goods at its sole discretion. Customers reporting defects beyond the first 7 days shall not receive a replacement product.
10.3 In no event shall the Company’s liability under the contract exceed the price payable by the Customer to the Company for the goods and services supplied.
10.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Customer are not affected by these terms.
10.5 Where a valid claim in respect of any of the goods which is based on a defect in the quality or condition of the goods or their failure to meet specification is notified to the Company in accordance with these terms, the Company may replace the goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Customer.
10.6 Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods (including any delay in supplying or any failure to supply the goods in accordance with the contract or at all) or their use or resale by the Customer, and the entire liability of the Company under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these terms.
10.7 The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations due to any cause beyond the Company’s control.
11. Cancellation of orders
11.1 Cancellations or deferments of orders are at the discretion of the Company and may be allowed subject to 7 working days' notice prior to the due delivery date, such notice to be confirmed in writing immediately. The Company reserves the right to charge any additional costs incurred as a result of the cancellation.
11.2 The Customer may cancel orders for customised goods but shall make full payment of the quoted price or of the full costs incurred by the Company (if less than the quoted price) at the Company’s discretion.
12. Breach and Insolvency
12.1 Either party shall have the right to terminate the contract if the other party is in material breach of contract and does not rectify such breach within 14 days after receiving written notice from the injured party requiring it to do so. Termination shall not affect any other rights of the injured party.
12.2 If the Customer commits an act of bankruptcy or goes or is put into liquidation (other than solely for amalgamation or reconstruction) or if a receiver or administrator is appointed over any part of the Customer’s assets or if the Customer suffers the seizure of any property for non-payment of any debt, or the Customer suspends or delays work for a period of 14 days then the Company may immediately terminate the contract without notice and payments for goods or services already rendered or supplied shall immediately become due.
13. Inability to supply
13.1 The Company shall not be liable to the Customer for breach of contract by reason of delay or failure to perform any of the Company’s obligations if the delay or failure is to any extent due to a cause beyond the Company’s control including but not limited to: war, fire, accident, breakdown of plant or machinery, industrial action/dispute (including strikes and lockouts), unavailability of or restrictions on supplies, non-delivery or delay in the delivery of materials or other circumstances (of whatsoever nature not limited to the foregoing) which directly or indirectly interrupt or hinder due performance of the contract.
14. Force Majeure
Neither party shall be liable for failure to perform its obligations under the contract if such failure results from circumstances beyond the party’s control.
15. Entire Agreement
The parties agree that these conditions (together with any other written terms and conditions expressly referred to and incorporated into the contract) represent the entire agreement between the parties relating to the sale and purchase of the goods and/or supply of services and that no other statements or representations made by or on behalf of either party have been relied upon by the other in agreeing to enter into the contract.
16.1 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.
16.2 The Company may transfer, assign, hold on trust, license or sub-contract all or any part of its rights or obligations under any contract.
16.3 Each and every contract is personal to the Customer and the Customer may not transfer all or any of its rights or obligations under any contract without the prior written consent of the Company.
16.4 If any provision of the contract is held by any competent authority invalid or unenforceable in whole or in part the validity of the provisions of the other provisions of the contract and the remainder of the provision in question shall not be affected. Unless otherwise agreed in writing, the contract shall be construed and interpreted in accordance with the laws of England.