Terms & Conditions
Updated April 2017
Terms and Conditions of Sale
1.1 In these Conditions:-
“the Goods” means the design services which the Seller is to supply in accordance with these Conditions
1.2 “the Seller” means Wayfinding Consultants Limited (registered in England and Wales under number 04534084). “the Contract” means the contract for the purchase and sale of Services on the Conditions.
1.3 The headings in these Conditions shall not affect their interpretation.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Contract subject to these Conditions, which supersede any other terms appearing in the Seller’s catalogue or elsewhere, and which shall govern the Contract to the exclusion of any terms and conditions of the Buyer. All orders made by the Buyer shall be subject to these Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in writing by an authorized representative of 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.
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, application or use of the Services which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk.
2.5 Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 All descriptions and illustrations contained in the Seller’s catalogues, price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods described, and nothing in any of them shall form any part of the Contract.
3. Orders, Quotations and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed and accepted in writing/email by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 Quotations are subject to withdrawal at any time before receipt of an unqualified order from the Buyer, and shall be deemed to be withdrawn unless so accepted within 90 days from their date.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, 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.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing/email of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.
5. Price of the Goods
5.1 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 specified in the invoice at a rate based on time and materials supplied. All prices quoted are valid for 90 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
5.2 The price is exclusive of any applicable value added tax.
6. Terms of payment
6.1 Subject to the Special Conditions, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after project delivery dates outlined on an approved quotation.
6.3 The Buyer shall pay the price of the Goods within 30 days after the date of the Seller’s invoice without deduction or set off. Time of payment shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the whole of the price of all goods bought or agreed to be bought by the Buyer shall fall due and payable without demand, and the Seller shall be entitled to:-
6.4.1 cancel the Contract or suspend any further deliveries to the Buyer;
6.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
6.4.3 charge the Buyer interest from the date of invoice (both before and after any judgment) on all amounts outstanding (whether or not they have fallen due) at the rate of 2.5% per calendar month compounded calendar monthly until the date of payment; or
6.4.4 treat such failure as a repudiation of the whole Contract by the Buyer and to recover damages for such breach of Contract.
6.5 The Seller shall be entitled to set off sums owed by the Seller to the Buyer against sums owed by the Buyer to the Seller.
9. Warranties and liability
9.1 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.
9.5 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, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arises out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
9.6 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.
10. Insolvency of Buyer
10.1 This Condition applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further stages under the Contract without any liability to the Buyer.
10.3 In addition to any right of lien to which the Seller may by law be entitled the Seller shall (in the event of the Buyer’s insolvency) be entitled to a general lien on all goods of the buyer in the Seller’s possession (although such goods or some of them may have been paid for) in respect of all sums due or owing from the Buyer on any account whatsoever.
12.1 Any notice required or permitted to be given by either party to the other under these Conditions 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.
12.2 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.
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.4 The Contract shall be governed by the Laws of England, and the parties submit to the exclusive jurisdiction of the High Court in England, save that the Seller shall be entitled to bring proceedings against the Buyer in any other court which has jurisdiction.