Terms and Conditions

1 Business customers & consumers
1.1 Some of these terms apply to consumers only; some apply to business customers only.
Those terms aremarked as such.
1.2 All other terms apply to all customers.
1.3 You are classified as a business customer if you indicate to us that the goods supplied by us
will be used in the course of your business or if you use the goods in the course of your
business.
1.4 If you are not a business customer, you are a consumer.You have certain statutory rights as a
consumerwhich are not affected by these terms. Contact your local trading standards office
formore information. Words in italic type are legalwordswhich clarify, rather than alter, the
meaning of the relevant clause.
2 Price
2.1 The price quoted excludes VAT (unless otherwise stated). VATwill be charged at the rate
applying at the time of delivery.
2.2 Our quotations lapse after 30 days (unless otherwise stated).
2.3 The price quoted excludes delivery (unless otherwise stated).
2.4 Business customers: rates of tax and duties on the goodswill be those applying at the time
of delivery.
2.5 Business customers: at any time before deliverywemay adjust the price to reflect any
increase in our costs of supplying the goods. However,we shall supplywritten notice of this
should it be applicable to you.
3 Delivery
3.1 All delivery times quoted are estimates only.
3.2 Ifwe fail to deliverwithin a reasonable time, youmay (by informing us inwriting) cancel the
contract, however:
3.2.1 youmay not cancel ifwe receive your notice after the goods have been
dispatched; and
3.2.2 if you cancel the contract, you can have no further claimagainst us under
that contract.
3.3 If you accept delivery of the goods after the estimated delivery time, itwill be on the basis
that you have no claimagainst us for delay (including indirect or consequential loss, or
increase in the price of the goods).
3.4 Wemay deliver the goods in instalments. Each instalment is treated as a separate contract.
3.5 Wemay decline to deliver if:
3.5.1 we believe that itwould be unsafe, unlawful or unreasonably difficult to
do so; or
3.5.2 the premises (or the access to them) are unsuitable for our vehicle.
4 Risk
4.1 The goods are at your risk fromthe time of delivery.
4.2 Delivery takes place either:
4.2.1 at our premises (if you are collecting themor arranging carriage); or
4.2.2 at your premises or address specified by you (ifwe are arranging carriage).
4.3 Youmust inspect the goods on delivery. If any goods are damaged or not delivered, you
mustwrite to tell uswithin seven days of delivery or the expected delivery time. Youmust
give us (and any carrier) a fair chance to inspect the damaged goods.
5 Payment terms
5.1 You are to pay us in cash or in cleared funds on / prior to delivery, unless you have an
approved credit account.
5.2 Business customers: If you have an approved credit account, payment is due no later than 30
days after the end of themonth invoiced, unless otherwise agreed inwriting.
5.3 If you fail to pay us in full on the due datewemay:
5.3.1 suspend or cancel future deliveries;
5.3.2 cancel any discount offered to you;
5.3.3 charge you interest at the rate set under s.6 of the Late Payment of
Commercial Debts (Interest) Act 1998;
a. calculated (on a daily basis) fromthe date of our invoice until
payment;
b. compounded on the first day of eachmonth; and
c. before and after any judgment (unless a court orders
otherwise);
5.3.4 claimfixed sumcompensation fromyou under s.5A of that Act to cover
our credit control overhead costs; and
5.3.5 recover (under clause 5.8) the cost of taking legal action tomake you pay.
5.4 If you have an approved credit accountwemaywithdrawit or reduce your credit limit or
bring forward your due date for payment. Wemay take any of these actions at any time and
without notice.
5.5 Business Customers: you do not have the right to set off anymoney youmay claimfromus
against anything youmay owe us.
5.6 Consumers: youmay only set offmoney you claimfromus againstmoney you owe uswith
ourwritten agreement and on such terms aswemay state.
5.7 While you owemoney to us,we have a right to keep any propertywemay hold of yours
until you have paid us in full (a lien).
5.8 You are to indemnify us in full and hold us harmless fromall expenses and liabilitieswemay
incur (directly or indirectly and including finance costs and legal costs on a full indemnity
basis) following any breach by you of any of your obligations under these terms.
5.9 Consumers: clause 5.8means that you are liable to us for losseswe incur because you do not
complywith these terms. Wemay claimthose losses fromyou at any time and ifwe have to
take legal actionwewill ask the court tomake you pay our legal costs.
6 Title
6.1 Consumers: your statutory rights are unaffected.
6.2 Business customers: until you pay all debts youmay owe us:
6.2.1 all goods supplied by us remain our property;
6.2.2 youmust store themso that they are clearly identifiable as our property;
6.2.3 youmust insure them(against the risks forwhich a prudent ownerwould
insure them) and hold the policy on trust for us;
6.2.4 youmay use those goods and sell themin the ordinary course of your
business, but not if:
a. we revoke that right (by informing you inwriting); or
b. you become insolvent.
6.3 Business customers: youmust informus (inwriting) immediately if you become insolvent.
6.4 Business customers: if your right to use and sell the goods ends youmust allowus to remove
the goods.
6.5 Business customers:we have your permission to enter any premiseswhere the goodsmay
be stored:
6.5.1 at any time, to inspect them; and
6.5.2 after your right to use and sell themhas ended, to remove them, using
reasonable force if necessary.
6.6 Despite our retention of title to the goods,we have the right to take legal proceedings to
recover the price of goods supplied should you not pay us by the due date.
6.7 You are not our agent. You have no authority tomake any contract on our behalf or in our
name.
7 Warranties
7.1 Wewarrant that the goods:
7.1.1 complywith their description on either our delivery note or
acknowledgement of order form; and
7.1.2 are free frommaterial defect at the time of delivery. In addition,we
provide a 2-yearwarranty on all Plex products,which covers product
failure due tomanufacturing defects for a period of two years fromdate of
purchase, but excludesmisuse, negligence or accidental damage to
systems. Thewarrantywill not apply to any products deemed by us to
have beenmodified or repaired by someone other than Plex Display Ltd.
Electrical products are covered by a 1-yearwarranty fromdate of purchase
but excluding bulbs and fuses. Allwarranty claims should complywith
clause 7.4.
7.2 Business customers:we give no otherwarranty (and exclude anywarranty, termor condition
thatwould otherwise be implied) as to the quality of the goods or their fitness for any
purpose.
7.3 Consumers: thewarranty in clause 7.1 is in addition to your statutory rights.
7.4 If you believe thatwe have delivered goodswhich are defective inmaterial orworkmanship,
youmust:
7.4.1 informus (inwriting),with full details, as soon as possible; and
7.4.2 allowus to investigate (wemay need access to your premises and product
samples).
7.5 If the goods are found to be defective inmaterial orworkmanship (following our
investigations), and you have compliedwith those conditions (in clause 7.4) in full,wewill (at
our option) replace the goods or refund the price.
7.6 We are not liable for any other loss or damage arising fromthe contract or the supply of
goods or their use, even ifwe are negligent, including (as examples only);
7.6.1 direct financial loss, loss of profits or loss of use; and
7.6.2 indirect or consequential loss
7.7 Our total liability to you (fromone single cause) for damage to property caused by our
negligence is limited to two and a halfmillion pounds or such amount of Insurance thatwe
may carry fromtime to time.
THE SIGN SELECTION c/o PLEX DISPLAY LIMITED I THE FURLONG I DROITWICH I WORCESTERSHIRE WR9 9BG I UNITED KINGDOM
[ t ] +44 [0]1905 798123 I [ f ] +44[0]1905 791888 I [e] info@plexdi splay.com I www.buyas ign.co.uk
terms of trading
with Plex Display
THE SIGN SELECTION c/o PLEX DISPLAY LIMITED I THE FURLONG I DROITWICH I WORCESTERSHIRE WR9 9BG I UNITED KINGDOM
[ t ] +44 [0]1905 798123 I [ f ] +44[0]1905 791888 I [e] info@plexdi splay.com I www.buyas ign.co.uk
7.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in
damages to the price of the goods.
7.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting
fromnegligence.
8 Specification
8.1 Ifwe prepare the goods in accordancewith your specifications or instructions (for
tooling or otherwise) youmust ensure that:
8.1.1 the specifications or instructions are accurate;
8.1.2 goods prepared in accordancewith those specifications or
instructionswill be fit for the purpose forwhich you intend to use
them; and
8.1.3 your specifications or instructionswill not result in the infringement
of any intellectual property rights of a third party, or in the breach of
any applicable lawor regulation.
8.2 Business Customers:We reserve the right;
8.2.1 tomake any changes in the specifications of our goods that are
necessary to ensure they conformto any applicable safety or
statutory requirements; and
8.2.2 tomakewithout notice anyminormodifications in our specifications
we think necessary or desirable.
8.3 Any financial contribution youmake towards tooling is only a contribution.You
retain no rights. Intellectual property rights or otherwise in the tool. Even if the tool
is created specifically for your needs you do not hold or retain any rights in the
property.
8.4 Wemake every effort to ensure accuracy of advice, recommendations and
representations butwe cannot accept any liability for any loss or damage that
arises out of the informationwemay supply.
9 Return of goods
9.1 Wewill accept the return of goods fromyou only:
9.1.1 by prior arrangement (confirmed inwriting);
9.1.2 on payment of an agreed handling charge (unless the goodswere
defectivewhen delivered) and
9.1.3 where the goods are as fit for sale on their return as theywere on
delivery.
10 Export terms
10.1 Clause 10 of these terms applies (except to the extent that it is inconsistentwith
anywritten agreement between us)wherewe supply the goods over an
international boarder or overseas.
10.2 The‘Incoterms’of the International Chamber of Commercewhich are in force at the
timewhen the contract ismade apply to exports, but these terms prevail to the
extent that there is any inconsistency.
10.3 Unless otherwise agreed, the goods are supplied exworks our place of
manufacture.
10.4 Where the goods are to be sent by us to you by a route including sea transportwe
are under no obligation to give a notice under section 32(3) of the Sale of Goods
Act 1979.
10.5 We are not liable for death or personal injury arising fromthe use of the goods
delivered in the territory of another State (within themeaning of s.26 (3) (b) Unfair
Contract Terms Act 1977).
11 Cancellation
11.1 Youmay not cancel the order unlesswe agree inwriting (and clauses 3.2.2 and 11.2
then apply).
11.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished
or unfinished) thatwemay then hold (or towhichwe are committed) for the order.
11.3 Wemay suspend or cancel the order, bywritten notice if:
11.3.1 you fail to pay us anymoneywhen due (under the order or
otherwise);
11.3.2 you become insolvent;
11.3.3 you fail to honour your obligations under these terms.
12 Waiver and variations
12.1 Anywaiver or variation of these terms is binding in honour only unless:
12.1.1 made (or recorded) inwriting;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that you placewith uswill be on these terms (or any thatwemay issue to
replace them). By placing an orderwith us, you are expresslywaiving any printed
terms youmay have to the extent that they are inconsistentwith our terms.
13 Forcemajeure- business customers only
13.1 Ifwe are unable to performour obligations to you (or able to performthemonly at
unreasonable cost) because of circumstances beyond our control,wemay cancel
or suspend any of our obligations to you,without liability.
13.2 Examples of those circumstances include act of God, accident, explosion,war,
terrorism, fire, flood, transport delays, strikes and other industrial disputes and
difficulty in obtaining supplies.
14 General
14.1 English lawis applicable to any contractmade under these terms. The English and
Welsh courts have non-exclusive jurisdiction.
14.2 If you aremore than one person, each of you is liable for all of your obligations
under these terms (joint and several liability).
14.3 We are amember of a group of companieswhose holding company is Reddiplex
Holdings Limited (together,“group companies”) andwemay:
14.3.1 performany of our obligations and invoice you through any of our
group companies; and
14.3.2 treat a debt owed by you to a group company as a debt owed to us.
14.4 If any of these terms are unenforceable as drafted:
14.4.1 itwill not affect the enforceability of any other of these terms; and
14.4.2 if itwould be enforceable if amended, itwill be treated as so
amended.
14.5 Wemay treat you as insolvent if:
14.5.1 you are unable to pay your debts as they fall due; or
14.5.2 you (or any itemof your property) becomes the subject of:
a. any formal insolvency procedure (examples ofwhich
include receivership, liquidation, administration,
voluntary arrangements (including amoratorium) or
bankruptcy);
b. any application or proposal for any formal insolvency
procedure; or
c. any application, procedure or proposal overseaswith
similar effect or purpose.
14.6 Business customers: all brochures, catalogues and other promotionalmaterials are
to be treated as illustrative only. Their contents formno part of any contract
between us and you should not rely on themin entering into any contractwith us.
14.7 Business customers: any notice by either of uswhich is to be served under these
termsmay be served by leaving it at or by delivering it to (by first class post or by
fax) the other’s registered office or principal place of business. All such notices
must be signed.
14.8 No contractwill create any right enforceable (by virtue of the Contracts (Rights of
Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.9 The only statements uponwhich youmay rely inmaking the contractwith us are
thosemade inwriting by someonewho is (orwhomyou reasonably believe to be)
our authorised representative and either:
14.9.1 contained in our estimate (or any covering letter) and notwithdrawn
before the contract ismade; or
14.9.2 which expressly state that youmay rely on themwhen entering into
the contract.
14.10 Nothing in these terms affects or limits our liability for fraudulent
misrepresentation.
terms of trading
with Plex Display