terms and conditions

THE PARTIES
The “Supplier”: Displayer ( Midlands), 30 Rosedale Way, Forest Town, Mansfield, Notts NG19 0QR
The “Customer”: the person purchasing any goods from the Supplier
THE BARGAIN
The Supplier shall sell and the Customer shall buy, upon and subject to the express terms set out in these Conditions:
1. the goods supplied by the Supplier pursuant to the Customer’s order (“the Goods”); and
2. the installation services supplied by the Supplier to install the Goods for the Customer at the installation address specified in the Customer’s order (“the Services”).
PREVAILING CONDITIONS
1. All orders are accepted upon these Conditions.
2. The Supplier’s employees, agents and contractors are not authorised to make any representations concerning the contract unless confirmed by the Supplier in writing. In entering into the contract the Customer acknowledges that he does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3. No alteration or addition to these Conditions shall be incorporated into the contract unless such alteration or addition is in writing, signed by the Supplier (or, if the Supplier is a company, by one of its directors) and annexed to these Conditions at the time of contract. In the absence of any annexure so signed, these Conditions shall constitute all the terms of the agreement between the parties.
4. The Supplier’s prices and product specifications are subject to change without notice. Completed orders must be received in hard copy before orders will be accepted for scheduling. If shipping date requested is more than 120 days from date of order the Supplier shall have the right to charge list prices in effect at the time of shipment. All orders are subject to acceptance by the Supplier and once accepted may not be withdrawn or amended by the Customer.
DELIVERY AND INSTALLATION
1. Time for delivery of the Goods and supply of the Services shall not be of the essence of the contract and failure by the Supplier to deliver the Goods or supply the Services on or by any particular date shall not entitle the Customer to terminate the contract or refuse delivery or claim for any expenses, loss of profits or other (direct or indirect) consequential losses whatsoever.
2. The delivery address and place of installation must be stated on the Customer’s order. By placing an order with the Supplier and so stating the delivery address and place of installation the Customer warrants to the Supplier that the Customer has obtained all necessary consents and authorisations from landlords, local authorities and other third parties and that the Supplier has, for the purposes of delivering the Goods and supplying the Services, permission for itself and its employees, agents and contractors to safely:
  1. access the property at that address; and
  2. use, without charge, all facilities and services connected to such premises.
3. The Customer shall ensure that the access and installation areas are kept clear of any obstructions that may cause the delivery or installation of the Goods to be delayed. The Supplier reserves the right to pass on to the Customer any costs incurred resulting from breach of this condition by the Customer.
PRICE
1. Subject to clause 3 above, the price of the Goods shall be the price quoted in the Supplier’s current price list. The Supplier shall not be bound by clerical or arithmetical errors in any quotation, invoice, statement, brochure, web site, advertising material or other document. Customers must confirm the price immediately before placing an order for the Goods.
2. Unless otherwise stated all quoted prices are exclusive of:
  1. delivery to the address (within the United Kingdom) stated in the Customer’s order; and
  2. any applicable value added tax which shall be payable by the Customer to the Supplier in relation to the Goods or Services.
PAYMENT
1. The Supplier may invoice the Customer at any time after the Supplier has accepted the Customer’s order. Unless otherwise agreed by the Supplier, the Customer shall make payment in full for the Goods within 2 working days after the invoice date. Time for payment of the price shall be of the essence of the contract.
2. If the Customer shall fail to make payment by the due date, the Supplier reserves the right to charge, in addition to the price of the Goods (both before and after any judgment and without prejudice to any other right of the Supplier) interest which shall accrue on the amount outstanding at the higher of 4% above the minimum lending rate of the Barclays bank from time to time in force and any statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act or otherwise, such interest to be compounded from month to month.
3. If the Supplier shall so require by written notice, the Customer shall pay the price (or its nearest equivalent rounded upwards to the nearest whole currency unit) in euros and the Customer shall bear any exchange rate risk in respect of the same.
THE GOODS AND SERVICES AND THE SUPPLIER’S LIABILITY
1. The goods which the Supplier sells are designed for the purposes described in the Supplier’s trade literature. Provided the Customer has specified in his order one of these purposes, the Supplier warrants that the Goods are reasonably fit for that purpose and are of satisfactory quality.
2. No claims regarding alleged patent defects to the Goods or shortages shall be considered unless the Goods are inspected by the Customer and the Customer notifies the Supplier in writing of the alleged defect or shortage within 3 days of the date of delivery and returns any Goods or part Goods alleged to be defective to the Supplier’s premises by pre-paid transportation without delay. If the Customer shall fail to give such notice or shall fail promptly to return any Goods or part of them alleged to be defective, the Goods shall be deemed to have been delivered in accordance with the contract.
3. Subject to clause (b) above, the Customer’s remedy in respect of Goods proved defective to the absolute satisfaction of the Supplier, whether the defect is patent or latent, will be limited at the Supplier’s option to repair or replacement of the Goods or a refund of the purchase price or part of the purchase price. No claim for expenditure on the Goods, loss of profits or any other consequential loss or damage whatsoever will be accepted by the Supplier and any liability in this respect is hereby expressly limited.
4. The Supplier warrants that its workmen will use reasonable skill and care when supplying the Services and the Supplier guarantees the quality of the Goods for a period of twelve calendar months from the date of delivery, provided that the Supplier shall have no liability under such guarantee unless:
  1. the price is fully paid on or before the due date for payment; and
  2. the Customer produces proof of payment for the Goods satisfactory to the Supplier.
5. The Supplier shall have no liability to the Customer in the event that any of the following cause or contribute to a failure in the Goods or renders them or part of them unfit for their purpose:
  1. any alteration, adjustment, interference, repair or maintenance carried out in relation to the Goods (or part of them) without the prior written consent of the Supplier except where the same is carried out by a person employed or authorised by the Supplier; or
  2. any abnormal weather or other conditions including (without limitation) high wind, storm, fire or flood which the Customer agrees to use his best endeavours to insure against; or
  3. wilful damage, misuse or negligence by someone other than the Supplier or the failure by the Customer to follow the Supplier’s reasonable instructions in relation to the Goods.
6. Any claim by the Customer in respect of any alleged defect in the performance of the Services must be notified to the Supplier in writing within 3 days from the date the defect became apparent. If the Customer does not notify the Supplier accordingly, the Supplier shall have no liability to the Customer in respect of the matter complained of.
7. Where the Supplier accepts a claim by the Customer (notified in accordance with these Conditions) in relation to performance of the Services, the Supplier shall be entitled to carry out such further services as it deems necessary, free of charge or, at the Supplier’s sole discretion, refund to the Customer the price paid by it for the Services (or a proportionate part of thereof) and the Supplier shall have no further liability to the Customer.
8. Nothing in these Conditions shall operate to exclude the Supplier’s liability for death or personal injury caused by its proven negligence.
9. Without prejudice to clause (h) above, the Supplier‘s entire liability to the Customer shall be limited to the price paid by the Customer to the Supplier. The Supplier shall not be liable for any indirect or consequential loss or damage including (without limitation to the foregoing) economic loss, loss of profits, business, operating time or use or any other form of loss or damage of whatsoever nature and howsoever arising.
INTERVENING EVENTS
The Supplier shall not be liable for any breach of contract by it directly or indirectly caused by anything outside the Supplier’s reasonable control including (without limitation to the generality of the foregoing) war, hostilities, government action, breakdown, accident, delay in transportation, any form of labour dispute, failure of software or hardware to respond properly, fire, flood, storm, or act of God.
THE CUSTOMER’S POSITION
1. The Customer shall not be entitled to withhold payment of any sum payable to the Supplier because of any disputed claim by the Customer against the Supplier nor shall the Customer be entitled to set off against any amount payable any monies which the Supplier has not accepted in writing as being due to the Customer.
2. The Supplier shall be entitled (without prejudice to its other rights against the Customer) by notice in writing to the Customer to rescind any agreement between the Supplier and the Customer or to suspend delivery should the Customer be in breach of the terms and conditions of this contract or:
  1. in the case of an individual, enter into any agreement with or for the benefit of its creditors or have a receiving order in bankruptcy made against him; or
  2. in the case of a body corporate, go into liquidation (whether voluntary or compulsory) or under supervision or suffer a receiver to be appointed or judgment to be levied.
3. Once the Customer’s order has been accepted by the Supplier, the Customer shall only be entitled to amend or cancel it at the Supplier’s absolute discretion and the Customer shall be bound to accept delivery of the Goods and supply of the Services ordered and make payment accordingly.
PASSING OF RISK AND RETENTION OF TITLE
1. Risk in the Goods shall pass to the Customer upon delivery.
2. Notwithstanding clause (a) above, property in the Goods shall remain with the Supplier until full payment of all monies owed to the Supplier by the Customer shall have been received by the Supplier.
3. Until full payment has been made the Customer shall hold the Goods as the Supplier’s bailee only and will keep the same at no cost to the Supplier so that they are clearly identified as belonging to the Supplier and easily severable from the Customer’s own property.
4. Until such payment as aforesaid has been made, the Customer shall not remove the Goods or allow them to be removed from the address to which they are delivered and shall keep the Goods in good condition and shall not allow them to become the subject of any charge or lien whether by operation of law or otherwise.
5. If the Customer shall permit any judgment to be taken or levied against it or (being a corporation) go into liquidation or have a receiver appointed or (being a partnership or individual) enter into any agreement with or for the benefit of its creditors or have a receiving order in bankruptcy made against it or upon any breach by the Customer of any of its obligations under this contract, the Supplier may (without prejudice to any of its other rights and remedies) by notice in writing (and shall be deemed to do so at the request of the Customer) enter into any land or building to recover the Goods and to take all necessary steps to enable the Supplier to recover and dispose of the Goods.
GENERAL
1. Every care has been taken to ensure that descriptions and specifications of goods advertised for sale in the Supplier’s trade literature and other places are correct at the time of going to press, but the Supplier reserves the right to amend such details without notice.
2. The invalidity or unenforceability for any reason of any part of this contract shall not prejudice or affect the validity or enforceability of the remainder.
3. The headings contained in these Conditions do not form part of them and such headings shall be ignored in construing each of the conditions herein contained.
4. Any notice, consent or the like required to be given under these Conditions shall be in writing and sent:
  1. by first class pre-paid post to the address of the other party as set out in clause 1 or (in the case of the Customer) in the Customer’s order or at such changed address as shall for that purpose be notified to the other; or
  2. by facsimile transmission to the facsimile number of the other party appearing on the recipients headed paper or otherwise notified as his number for facsimile service;
  and service by post shall be deemed to have been given two working days after posting and service by facsimile shall be deemed to have been given the next working day after faxing.
5. In these Conditions references denoting one gender include all other genders.
6. The contract between the Supplier and the Customer made on these Conditions shall be construed according to and be governed by the laws of England and any dispute shall be referred to the English courts.