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»Terms and Contitions

AUSTIN LUCE & COMPANY LIMITED
TERMS & CONDITIONS OF BUSINESS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions: BUYER: the person, firm or company who purchases the Goods from the Company. COMPANY: Austin Luce & Co Ltd (for the avoidance of doubt this includes the trading style of John Bull Engraving). CONTRACT: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions. DELIVERY POINT: the place where delivery of the Goods is to take place under condition 4. GOODS AND SERVICES: any goods agreed in the
Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Clause and schedule headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the contract. Nothing in this condition shall exclude or limit the company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company dispatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of
order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract save as set out in clause 3.3 below and this is not a sale by sample.
3.3 All artwork produced by the Company:
(a) to the Buyer's specifications: and/or
(b) on the Buyer's request; and/or
(c) for the purposes of production of the Goods shall be prepared by the Company for submission to and approval by the Buyer. No Goods will be produced until any such artwork has been approved by the Buyer. The Company will submit artwork to the Buyer and if this is not
returned, approved, to the Company within 10 days of its submission by the Company (unless the Buyer has notified the Company in accordance with 3.4 below), the Company reserves the right immediately to issue an invoice representing such proportion of the total value of the contract in respect of t he Goods as it reasonably considers appropriate in respect of the production of the artwork. Such invoice may be issued on terms that it shall be due immediately or within such period as the Company shall in its sole discretion specify.
3.4 If the Buyer considers that artwork submitted by the Company is incorrect or does not reflect its specifications the Buyer must contact the Company within 7 days of receipt of the said artwork in order to agree any necessary changes.
If such agreed changes require the submission of amended artwork to the Buyer by the Company, the provisions of clause 3.3 shall apply and the 10 day period shall run from the date of submission of the amended artwork.

4. DELIVERY
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer's place of business or such other place as shall be specified in writing by the Buyer not less than 7 days prior to delivery. Where installation forms part of this contract the Buyer shall permit the Company or the Company's representatives to have access to its premises for the purposes of installing the Goods and shall, if necessary, prepare the surrounding area sufficiently to allow the Company to carry out installation.
4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. The Company will endeavour to arrange a time period convenient to both the Company and the Buyer during which it will attend at the Buyer's premises to install the Goods. If no dates are so specified, delivery shall be within a reasonable time. However, no dates for delivery will be agreed or estimated until the Company's artwork has been approved by the Buyer.
4.3 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, 1oss of busineas, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for 1oss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer shall provide at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods at the Buyer's expense.
4.6 On the date of Delivery, or on an agreed date for installation of Goods, the Company requires that the Buyer or its authorised representative is available at the Delivery Point to accept Delivery of and/or approve the installation of Goods. If the Buyer or its authorised representative does not make itself available for such acceptance or approval, the Company reserves the right without notice to the Buyer to vary or cancel any agreed credit terms in relation to its invoice for the balance of its charges for the Goods, and in particular to issue its invoice on such terms that it shall be payable immediately or within such period as the Company in its sole discretion shall specify.
4.7 The Company may deliver the goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Buyer to repudiate or cancel any other Contract or installment.

5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the company of the non-delivery within 5 business days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds)
all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company's bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in
such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall promptly produce the policy of insurance to the Company.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
(b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as
principal when making such a sale.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking
or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule Bl to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.

7. PRICE
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's acknowledgement of order.
7.2 The price for the Goods shall be exclusive of any value added tax and costs incurred in relation to unloading of the goods at the Delivery Point (which amounts the Buyer shall pay in addition when it is due to pay for the Goods) but shall be inclusive of all costs or charges in relation to packaging, loading, carriage and insurance.

8. PAYMENT
8.1 Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling within 14 days of the date of invoice.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared funds.
8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of The Royal Bank of Scotland plc, accruing on a daily basis until payment is made, whether before or after any judgment.
8.7 Where the Buyer makes a payment to the Company which is in excess of the Contract Price the Company, after deducting the Contract Price, will retain the overpayment on its client account for 12 months from its date of receipt. During that 12 month period the Buyer is entitled, on giving written notice to the Company, to request that the overpayment be returned to it. The Company may charge a reasonable fee to the Buyer on account of its administrative charges and any expenses incurred in arranging for the return of the monies. If the Buyer does nol request the return of the overpayment within the 12 month period the Company shall be entitled to retain the overpayment

9. QUALITY
9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Company.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the Company, and to the carrier if the defect is as a result of damage in transit, within 5 business days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's cost for the examination to take place there,
9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company.
9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition
9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which is defective to the Company.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.
9.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.

10. LIMITATION OF LIABILITY
10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company's negligence;
(b) under section 2(3) of the Consumer Protection Act 1987;
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
(a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.5 The Company may assign the Contract or any part of it to any person, firm or company.

11. ASSIGNMENT
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

12. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

13. WAIVER
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the
Company whether under the Contract or not.
13.2 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be
construed as a waiver of any of its rights under the Contract.
13.3 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall
not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14. SEVERANCE
14.1 If any provision of the Contract (or part of a provision) is found by any court or administrative body of competent
jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted,
the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the
parties.

15. THIRD PARTY RIGHTS
The parties to this Contract do not intend that any term of this Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16. COMMUNICATIONS
16 .1 All communications between the parties about or in connection with the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:
(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
16.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
16.3 Communications addressed to the Company shall be marked for the attention of the Company Secretary.

17. GOVERNING LAW AND JURISDICTION
l7.1 These conditions and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with the law of England.
17.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these conditions.

18. TERMS IN FORCE

These terms and conditions are valid from 1 January 2005 and supersede and replace all previous terms and conditions of the Company relating to custom products.

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