Terms and Conditions of Sale
1. BASIS OF CONTRACT
1.1. These Terms and Conditions apply to and are incorporated in all contracts (each a “Contract”) between Windsor Displays Limited (registered in England & Wales, company number 10736606, registered office 47 Gee Street, London, EC1V 3RS, VAT number 394 7787 24) (“Windsor Displays”) and its customers (each a “Customer”) for the sale of goods and software (“Goods”) and/or the supply of services (including advice as to which Goods are appropriate, positioning and effectiveness of Goods, and installation services) (“Services”) to the Customer. Reference in these Terms and Conditions to a clause are to a clause of these terms and Conditions. Words such as “including” and “or otherwise” are illustrative and shall not limit the sense of the words preceding them.
1.2. These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or which are contained on or in any order form, purchase order, letter or other document issued by the Customer, or which are implied by trade, custom, practice or course of dealing and the Customer waives any right which it otherwise might have to rely on such terms.
1.3. The Customer’s order for Goods and/or Services, as set out in any of (a) a purchase order form, (b) the Customer’s written acceptance of Windsor Displays’ quotation, or (c) overleaf (as the case may be) (in each case, an “Order”) constitutes an offer by the Customer to purchase the Goods and/or Services set out in that Order in accordance with these Terms and Conditions.
1.4. The Customer is responsible for ensuring that:
1.4.1. the terms of each Order and any applicable specification for the Goods and/or Services (“Specification”), including any related artwork and/or designs submitted by the Customer, are complete and accurate and of good quality and resolution;
1.4.2. the location where the Goods are to be installed is appropriate for the result desired by the Customer.
1.5. The Customer warrants that in entering into a Contract it does so as a business and not as a Consumer.
1.6. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Windsor Displays which is not set out in these Conditions or an accepted Order. All correspondence relating to an Order that predates that Order is deemed to be subject to contract as set out in the Order together with these Terms and Conditions and any correspondence subsequent to the Order.
1.7. A quotation for Goods and/or Services given by Windsor Displays shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue (or other period if stated on the quotation).
2. GENERAL
2.1. The Goods and Services are as described in (a) Windsor Displays’ catalogue or (b) on its website (in either case, as modified by any applicable Specification), or (c) as in the relevant quotation (whichever is relevant to an Order).
2.2. Where Goods are manufactured or Services provided in accordance with a Customer-supplied Specification, the Customer warrants that there is no infringement of a third party’s intellectual property rights or the commission of a criminal act as a result of Windsor Displays’ use of the Specification.
2.3. Windsor Displays may amend the Specification of the Goods and/or Services if required by any applicable statutory or regulatory requirements without notice.
2.4. Although every effort is made to describe goods and services accurately in catalogues, brochures and on the website, Windsor Displays does not give any warranty as to accuracy and does not accept responsibility for error or mis-description and any resulting loss.
2.5. These Conditions shall apply to any replacement Goods supplied by Windsor Displays.
3. DELIVERY AND ACCEPTANCE OF GOODS
3.1. An Order is accepted when Windsor Displays issues a written acceptance of it, or, if earlier, Windsor Displays delivers the Goods or provides the Services to the Customer.
3.2. Windsor Displays shall deliver the physical Goods to the location set out in the Order.
3.3. Unless Windsor Displays agrees otherwise in writing, any dates quoted for delivery are approximate, and the date and time of delivery is not of the essence.
3.4. Windsor Displays shall not be liable for any failure or delay in delivery of the physical Goods caused by the Customer’s not providing adequate delivery instructions or any other instructions relevant to the physical Goods’ supply.
3.5. If Windsor Displays does not deliver the physical Goods (in whole or in part) or the Goods are damaged or lost in transit, Windsor Displays’ liability shall be limited to replacing the relevant physical Goods within a reasonable time, refunding the relevant physical Goods’ purchase price or issuing a credit note.
3.6. Windsor Displays shall have no liability for any not delivering the physical Goods (even if caused by Windsor Displays’ negligence) unless the Customer gives written notice to Windsor Displays within five (5) business days of the date when the physical Goods would in the ordinary course of events have been received.
3.7. Windsor Displays shall not be liable for any loss arising from damage caused to the physical Goods in transit unless loss or damage is noted on the delivery note at the time of delivery or reported to Windsor Displays in writing with a sample or photographic evidence of such damage within five (5) business days of delivery.
3.8. Any claims with regard to the quality of the physical Goods delivered must be made in writing to Windsor Displays within five (5) business days of delivery in accordance with clause 5 below, or such physical Goods will be deemed to comply with the Contract terms with regard to quality.
3.9. The quantity of any consignment of physical Goods as recorded by Windsor Displays upon dispatch from Windsor Displays’ premises shall be conclusive evidence of the quantity received by the Customer unless the Customer can prove otherwise. Any claims with regard to the quantity of the physical Goods delivered must be made in writing to Windsor Displays within five (5) business days of delivery, or such physical Goods will be deemed to comply with the terms of the contract with regard to quantity.
3.10. Windsor Displays may deliver the physical Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
3.11. If the Customer does not take delivery of the physical Goods for any reason, Windsor Displays may charge the Customer for any repeat delivery, storage and related costs and expenses (including insurance) and if the Customer has not taken delivery of the physical Goods within ten (10) business days after Windsor Displays has notified the Customer that the physical Goods are ready for delivery, Windsor Displays may resell or otherwise dispose of part or all of the physical Goods.
3.12. The Customer shall be deemed to have accepted the Goods upon their being installed and first tested by Windsor Displays and operating satisfactorily at that point.
4. REFUNDS
The Customer may not return physical Goods for refund unless an Order has been supplied to the wrong Specification or is not to an acceptable standard.
5. QUALITY OF GOODS
5.1. Subject to the terms of this clause 5, Windsor Displays warrants that on delivery the Goods shall:
5.1.1. conform in all material (to normal commercial standards) respects with their description and Specification;
5.1.2. be free from material defects in design, material and workmanship; and
5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2. Subject to clause 5.3, if:
5.2.1. the Customer gives notice in writing to Windsor Displays within five (5) business days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2. Windsor Displays is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by Windsor Displays) returns such Goods to Windsor Displays at the Customer’s cost;
Windsor Displays may either (a) repair or replace the defective Goods, or (b) refund the price of the defective Goods and any applicable delivery charges in full, or (c) issue a credit note against any invoice raised for the Goods which has not yet been paid.
5.3. Windsor Displays shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if and to the extent that:
5.3.1. the Customer or third party installs the physical Goods themselves (unless immediately before delivery to the Customer or third party, Windsor Displays was in clear breach of clause 5.1), or interferes or meddles in Windsor Displays’ installing the Goods;
5.3.2. the Customer employs any software in the use of the physical Goods that is not supplied by Windsor Displays;
5.3.3. installation of the Goods is in a location contrary to Windsor Display’s advice, and/or the nature of the Goods is contrary to Windsor Display’s advice;
5.3.4. the Customer makes any use of such Goods after giving notice in accordance with clause 5.2;
5.3.5. the defect arises because the Customer has not followed Windsor Displays’ oral or written instructions regarding care and use of the Goods or (if there are none) good trade practice regarding the same;
5.3.6. the defect arises because of Windsor Displays following any drawing, design or Specification supplied by the Customer;
5.3.7. the Customer alters or repairs such Goods without Windsor Displays’ written consent;
5.3.8. the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.9. the Goods differ from their description or Specification because of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4. Except as provided in this clause 5, Windsor Displays shall have no liability to the Customer in respect of the Goods’ not complying with clause 5.1.
5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded.
5.6. Any samples and all illustrations, photographs, descriptive matter, specifications, measurements and advertising issued by Windsor Displays and any descriptions or illustrations contained in Windsor Displays’ catalogues, brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They do not form part of the Contract or have any contractual force. Windsor Displays may vary any Specification without prior notice.
5.7. All sizes referred to on Windsor Displays’ price lists, brochures and quotations are approximate unless Windsor Displays expressly agrees otherwise in writing.
5.8. Unless Windsor Displays expressly agrees otherwise in writing, Windsor Displays shall be deemed to have fulfilled its obligations under these Conditions by supplying Goods of a size and specification within reasonable trade tolerances.
5.9. Whilst Windsor Displays will take all reasonable steps to try to achieve a visual result that meets the Customer’s expectation, Windsor Displays gives no warranty in this regard.
5.10. Any errors in sizes, site conditions (for example unfitness for purpose or unreadiness), networks or cabling availability (or other factor not foreseeable by Windsor Displays or a third party preventing installation and/or use) submitted to and approved by the Customer are the Customer’s sole responsibility, and Windsor Displays has no liability arising from such errors.
5.11. Windsor Displays shall have no liability in respect of the results desired by the Customer where the Customer provides the physical goods intended to perform a particular function.
5.12. Where:
5.12.1. the Customer has used physical goods other than Goods and/or software other than that provided by Windsor Displays;
5.12.2. the Customer or a third party has installed the Goods;
5.12.3. the Customer and/or a third party has not followed Windsor Display’s advice for their being appropriate to location or effectiveness; and/or
5.12.4. an event envisaged in clause 5.10 occurs;
Windsor Displays may impose additional charges for Goods and/or Services Goods performed by Windsor Displays to remedy the shortcoming and the Customer shall be liable for such charges.
6. RISK AND TITLE
6.1. The risk in the Goods shall pass to the Customer on delivery.
6.2. Title to the Goods shall not pass to the Customer until Windsor Displays has received payment in full (in cleared funds) for the relevant Goods.
6.3. Until title to the relevant Goods has passed to the Customer, the Customer must:
6.3.1. store those Goods separately from all other goods held by the Customer so that the Goods remain readily identifiable as Windsor Displays’ property;
6.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4. notify Windsor Displays immediately if it is unable to pay its debts as they fall due, becomes the subject of any formal insolvency proceeding or the subject of an application or proposal for any formal insolvency procedure; and
6.3.5. give Windsor Displays such information relating to the Goods as Windsor Displays may require from time to time.
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 6.3.4, then, without limiting any other right or remedy Windsor Displays may have:
6.4.1. the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.4.2. Windsor Displays may at any time:
6.4.2.1. require the Customer to deliver up all Goods in its possession which have not been resold; and
6.4.2.2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored to recover them.
7. SUPPLY OF SERVICES
7.1. Windsor Displays shall provide Services to the Customer in accordance with the Specification in all material respects and using reasonable care and skill.
7.2. Windsor Displays shall use reasonable endeavours to meet any performance dates specified in an Order, but such dates shall be estimates only and time shall not be of the essence for the supply of the Services.
7.3. Windsor Displays may make changes to the Services to comply with applicable law or safety requirements.
7.4. The Customer acknowledges that if Windsor Displays advises as to the location of Goods’ installation, such advice is based upon Windsor Displays’ visual inspection only (and the Customer acknowledges that the Services do not include deeper, physically damaging or intrusive investigation), and Windsor Displays is not liable to the extent that Goods cannot be installed (or do not operate correctly if at all) where an event envisaged in clause 5.10 occurs, unless such the material probability of such an event occurring was plain on visual inspection.
8. PRICE, PAYMENT, AND INVOICING
8.1. The price of the Goods and/or Services shall be the price set out in the Order or, if no price is quoted, the price set out in Windsor Displays’ current catalogue, brochure or website as at the date of an Order .
8.2. The price of the Goods and/or Services is exclusive of the cost of delivery and installation and VAT (unless otherwise stated), which shall be invoiced to the Customer. Costs for post-installation Services (including re-installation in a location other that in the Specification, work to reinstall in a location where an event envisaged in clause 5.10 has occurred, or work necessary because the Customer has used physical goods other than Goods and/or software not supplied by Windsor Displays will be charged in accordance with details and policies contained in Windsor Displays’ brochures or on its website from time to time, or as Windsor Displays shall inform the Customer.
8.3. Payment is required by credit or debit card or bank transfer before any order is processed unless credit facilities have been approved with Windsor Displays in advance. The Customer’s card will be debited automatically when the Customer’s Order is accepted by Windsor Displays.
8.4. Where credit facilities have been approved, Windsor Displays may invoice the Customer for the Goods on or at any time after delivery or for Services on or at any time after performance. Each invoice shall be deemed complete and accurate unless a party notifies the other party otherwise in writing within seven (7) business of the date set out on the invoice.
8.5. The Customer shall pay each invoice in full and in cleared funds by the end of the month following the month the invoice was dated to the bank account set out on the invoice. Time of payment is of the essence.
8.6. If the Customer does not make any payment due to Windsor Displays by the due date, Windsor Displays may suspend delivery of any further Goods and/or the provision of any further Services to the Customer, and the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England from time to time from the due date until payment.
8.7. The Customer shall pay all amounts due to Windsor Displays in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
9. AMENDED AND CANCELLED ORDERS
9.1. Changes to an Order (including an Order to be delivered in instalments) are not generally possible once submitted by the Customer. Any request to change an Order’s quantity or specification must be made in writing by the Customer to Windsor Displays before Windsor Displays has purchased Goods necessary to fulfil the Order and will not be accepted except at the discretion of Windsor Displays’ sole discretion .
9.2. Windsor Displays may suspend or cancel any Order by written notice if:
9.2.1. the Customer fails to pay Windsor Displays any money when owing;
9.2.2. the Customer undergoes any of the events set out in clause 6.3.4; or
9.2.3. the Customer breaches any of these Terms and Conditions.
9.3. The Customer may not cancel or amend an Order unless Windsor Displays agrees in writing.
9.4. Windsor Displays may charge for a cancelled or amended Order (including a partially cancelled Order), together with a charge for all work carried out up to the date Windsor Displays has received written notice of cancellation from the Customer.
9.5. On termination of the contract or cancellation of an Order the Customer shall immediately pay to Windsor Displays all invoices and interest due to Windsor Displays.
9.6. Termination of the contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
9.7. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
10. LIMITATION OF LIABILITY
10.1. Nothing in these Conditions shall limit or exclude Windsor Displays’ liability for:
10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2. fraud or fraudulent misrepresentation;
10.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.1.4. defective products under the Consumer Protection Act 1987; or
10.1.5. any matter in respect of which it would be unlawful for Windsor Displays to exclude or restrict liability.
10.2. Subject to clause 10.1:
10.2.1. Windsor Displays shall under no circumstances whatever be liable to the Customer, whether in contract, tort, negligence, breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with the supply of Goods or Services to the Customer, including loss of profit, business revenue, contract, opportunity, reputation, or goodwill; and
10.2.2. Windsor Displays’ total liability to the Customer in respect of all other losses arising under or in connection with the supply of Goods or Services, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall in no circumstances exceed the price the Customer has paid for the Goods or Services to which the claim relates.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by an event beyond a party’s reasonable control, or which could not have been foreseen, or, if it could have been foreseen, was unavoidable, including industrial disputes, failure of transport network, acts of God, war, terrorism, riot, interference by civil or military authorities, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of buildings, fires, natural disasters, epidemics, extreme adverse weather conditions, or default of suppliers or subcontractors.
12. NOTICES
12.1. Any notice or other communication given under or in connection with these Terms and Conditions or an Order 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
12.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.1 if 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 fax or e-mail, on the business day after transmission.
12.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13. ASSIGNMENT AND OTHER DEALINGS
13.1. Windsor Displays may at any time transfer its rights and obligations hereunder to another party.
13.2. The Customer may not transfer its rights or obligations hereunder without Windsor Displays’ prior written consent.
14. SEVERANCE
Each paragraph of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15. WAIVER
A waiver of any right or remedy contained in these Conditions or existing at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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. THIRD PARTY RIGHTS
A third party shall not have any rights to enforce these Conditions under the Contracts (Rights of Third Parties) Act 1999.
17. VARIATION
Windsor Displays may revise and amend these Conditions from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements.
18. GOVERNING LAW AND JURISDICTION
18.1. These Conditions and the contract between the parties, and any dispute or claim arising out of or in connection with these Conditions or an Order (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
18.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or any Order (including non-contractual disputes or claims).