1.1 In these Terms:
“BUYER” means the person who accepts the Seller’s Written Quotation for the sale of the Goods or
whose Written order for the Goods is accepted by the Seller;
“GOODS” means the goods (including any instalment of the goods or any parts for them) which
the Seller is to supply in accordance with these Terms;
“SERVICES” means the service to be provided by the Seller to the Buyer in accordance with these
“SELLER” means Seymour Sign and Print Ltd, (Registered in England & Wales number 8446997)
Registered address, 48 Union Street, Hyde, England, SK14 1ND.
“CONTRACT” means the contract for the sale and purchase of the Goods;
“TERMS” means the standard terms of sale set out in this document and (unless the context otherwise
requires) includes any special terms agreed in Writing between the Buyer and the Seller;
“WRITING”, and any similar expression, includes facsimile transmission, electronic mail.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that
provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods and Services in accordance with
the Seller’s Written quotation, or the Buyer’s Written order, subject in either case to these Terms,
which shall govern the Contract to the exclusion of any other terms.
2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised
representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning
the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer
acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or
its employees or agents as to the storage, application or use of the Goods which is not confirmed
in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly
the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
3 Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and
until confirmed in Writing by the Seller’s authorised representative.
3.2 The quantity, quality and description of the Goods and Services and any specification for
them shall be as set out in the Seller’s quotation or the Buyer’s order.
3.3 The Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded
against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in
settlement of, any claim for infringement of any patent, copyright, design, trade mark or other
industrial or intellectual property rights of any other person which results from the Seller’s use of
the Buyer’s specification.
3.4 The Seller reserves the right to make any changes in the specification of the Goods and Services
which are required to conform with any applicable statutory or E.U. requirements or, where
the Goods are to be supplied and the Services are to be provided to the Seller’s specification,
which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with
the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full
against all loss and costs incurred by the Seller as a result of cancellation.
4 Price of the Goods and Services
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted
(or a quoted price is no longer valid), the price listed in the Seller’s published price list current at
the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier
acceptance by the Buyer, after which time they may be altered in accordance with Condition 4.2
4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery,
to increase the price of the Goods and Services to reflect any increase in the cost to the Seller
which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign
exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of
labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications
for the Goods which is requested by the Buyer, or any delay caused by any instructions
of the Buyer or failure of the Buyer to give the Seller adequate information or instructions, or to
rectify a mistake in the price.
4.3 Where the Goods are to be delivered to the Buyer’s premises are damaged in transit the
Buyer shall mark the third party courier’s documentation to indicate that the contents have been
received “unchecked” and provide full co-operation to the Seller in making a claim against the
third party courier.
4.4 Except where stated, the price is exclusive of any applicable value added tax.
5 Terms of payment
5.1 A minimum 50% of the quoted price is due and payable immediately upon the date of the
5.2 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller
may invoice the Buyer for the balance of the price of the Goods and Services on or at any time after
delivery of the Goods or provision of the Services, unless the Goods are to be collected by the
Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be
entitled to invoice the Buyer for the price at any time after the Seller has failed to take delivery of
the Goods or accept performance of the Services.
5.3 The Buyer shall pay the price within 30 days of the date of the Seller’s invoice, and the Seller
shall be entitled to recover the price, notwithstanding that delivery may not have taken place and
the property in the Goods has not passed to the Buyer. The time of payment of the price shall be
of the essence of the Contract. Receipts for payment will be issued only upon request.
5.4 If the Buyer fails to make any payment on the due date then, without limiting any other right
or remedy available to the Seller, the Seller may:
5.4.1 cancel the contract or suspend any further deliveries to the Buyer;
5.4.2 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at
the rate of eight per cent per annum above the Bank of England base rate from time to time, until
payment in full is made.
5.4.3 transfer the debt to a third party debt recovery agency, additional costs and interest will
be incurred and added to the balance immediately.
6.1 Delivery of the Goods shall be made at the Buyer’s premises or, if some other place for delivery
is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be
liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the
essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered
by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.3 The Seller may deliver the Goods in instalments and provide the Services in stages, and each
delivery and provision shall constitute a separate contract and failure by the Seller to deliver or
provide any one or more of the instalments or stages in accordance with these Terms or any claim
by the Buyer in respect of any one or more instalments or stages shall not entitle the Buyer to
treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods or provide the Services for any reason other than any
cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly
liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer
(in the cheapest available market) of similar goods to replace those not delivered or supplied over
the price of the Goods and Services.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery (otherwise than by reason of any cause beyond the
Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right
or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including
insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage
and selling expenses) account to the Buyer for the excess over the price under the Contract or
charge the Buyer for any shortfall below the price under the Contract.
7 Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer;
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies
the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of
delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has
tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these
Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or
cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by
the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the
Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those
of the Buyer and third parties and properly stored, protected and insured and identified as the
Seller’s property, but the Buyer may use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer, the Seller may at any time
require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith,
enter on any premises of the Buyer or any third party where the Goods are stored and repossess
8 Warranties and liability
8.1 Subject to the following provisions the Seller warrants that the Goods supplied and the
Services provided will correspond with their specification at the time of delivery or performance
and will be free from defects in material, workmanship and design (other than a design specified
by the Buyer) for a period of 3 months from the date of delivery or performance.
8.2 In the event that the Goods and / or Services do not comply with the specification due to a
defect in material, workmanship or design (other than a design specified by the Buyer) then the
Seller will at its option repair or replace such Goods and / or re-perform or refund the price of such
8.3 The above warranty is given by the Seller subject to the following conditions:
8.3.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any
drawing, design or specification supplied by the Buyer;
8.3.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear,
wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions
(whether oral or in Writing), misuse, alteration or repair of the Goods without the Seller’s approval
or as a result of a defect in the surface to which the Goods are attached or applied;
8.3.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition
or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.4 Any repaired or replacement Goods or re-performed Services will be liable to repair or
replacement and / or re-performance or refund under the terms specified in Condition 8.1 for
the unexplored portion of the 3 month period from the original date of delivery of the replaced
Goods or from the original date of provision of the re-performed Services.
8.5 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not
be entitled to reject the Goods and shall be bound to pay the price as if the Goods had been delivered
in accordance with the Contract.
8.6 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall
not be liable to the Buyer 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
Seller, its employees or agents or otherwise) which arise out of or in connection with the supply
of the Goods or provision of the Services (including any delay or failure to supply the Goods or
provide the Services in accordance with the Contract or at all) or their use by the Buyer, and the
entire liability of the Seller under or in connection with the Contract shall not exceed the price of
the Goods and Services, except as expressly provided in these Terms.
8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by
reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in
relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable
control. Without limiting the foregoing, the following shall be regarded as causes beyond the
Seller’s reasonable control:
8.7.1 Act of God, explosion, flood, tempest, fire or accident;
8.7.2 war or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition;
8.7.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of
any governmental, parliamentary or local authority;
8.7.4 import or export regulations or embargoes;
8.7.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees
of the Seller or of a third party);
8.7.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.7.7 power failure or breakdown in machinery.
8.8 Where the Buyer has delivered any item of equipment, plant, machinery or any vehicles to the
Seller’s premises for the purposes of attachment or application of the Goods or performance of
the Services then the Seller accepts no liability whatsoever (save for personal injury or death as
a result of the Seller’s negligence) for any damage to the equipment, plant, machinery or vehicle,
indirect, special or consequential loss or damage, loss of profit, costs, expenses or other claims
for compensation whatsoever whether caused by the negligence of the Seller, its employees or
agents or otherwise.
8.9 The Buyer acknowledges that the above provisions of this Condition 8 are reasonable and
reflected in the price, which may be higher without those provisions, and the Buyer will accept
such risk and / or insure accordingly.
9 Insolvency of Buyer
9.1 If the Buyer makes a composition or voluntary arrangement with its creditors or becomes
bankrupt or enters administration or goes into liquidation (otherwise than for the purposes
of amalgamation or reconstruction), or a moratorium comes into force in respect of the Buyer
(within the meaning of the Insolvency Act 1986) or the Buyer ceases, or threatens to cease, to carry
on business then the Seller may cancel the Contract or suspend any further deliveries or provision
under the Contract without any liability to the Buyer, and if the Goods have been delivered but
not paid for the price shall become immediately due and payable.
10.1 Any notice under these Terms shall be in Writing addressed to that other party at its registered
office or principal place of business or such other address as may at the relevant time have
been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or any other provision.
10.3 All future contracts between the Buyer and Seller shall be deemed subject to these Terms
unless varied in writing.
10.4 If any provision of the Contract is held by a court or other competent authority to be invalid
or unenforceable in whole or in part the validity of the other provisions of the Contract and the
remainder of the provision in question shall not be affected.
10.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to
the exclusive jurisdiction of the English courts and any claim arising under this contract shall be
brought in the Manchester County Court.