Nothing in these terms affects your statutory rights
In these terms of sale the following meanings shall apply:
‘We & Us’ – Twenty Twenty Displays Ltds
‘You’ – The person seeking to purchase Goods from Us
‘The Goods’ – The goods or when context permits services to be supplied by Us
‘Company Signatory’ – A person authorised by Us
‘The Terms’ – The terms set out in this document & any special terms agreed in writing between a Company Signatory & You
‘The Contract’ – The contract for the supply of Goods incorporating these Terms
‘The Defect’ – The condition &/or any attribute of the Goods &/or any other circumstances which, but for the effect of these terms would have entitled you to damages
2. The Contract
a. All orders are accepted by Us only under these Terms & they not be altered – other than by written agreement of Company Signatory. Any contrary or additional terms, unless so agreed, are excluded.
b. Quotations are invitations to treat only.
c. Orders may be cancelled only with the agreement of a Company Signatory & You will indemnify Us against all costs, claims, losses or expenses incurred as a result of that cancellation.
d. You shall be responsible to Us for ensuring the accuracy of the terms of any order including any applicable design drawing or specification provided to Us by You & for giving Us any necessary information relating to the Goods within a sufficient time to enable Us to perform the Contract in accordance with its Terms.
e. It is your responsibility to be fully conversant with the nature & performance of the Goods, including any harmful or hazardous effects their use may have.
i. Without prejudice to Clause 2.e.iii of these Terms while We take every precaution in the preparation of our newsletters, technical circulars, price lists & other literature, these documents are for your general guidance only & statements included in these documents (in the absence of fraud on our part) shall not constitute representations by Us & We shall not be bound by them.
ii. If You require advice (including Health & Safety information) in relation to the Goods, a specific request for advise should be made & any advice given in writing by a Company Signatory in response to such a request.
iii. We shall not be liable in respect of any misrepresentation made by Us, our employees or agents to You, your employees or agents as to the condition of the Goods, their fitness for any purpose or as to quantity or measurement, unless the representation is:
1. made or confirmed in writing by a Company Signatory and/or
iv. For the avoidance of doubt, out liability for damages for misrepresentation (other than fraudulent) is excluded or limited by Clause 8 of these Terms.
a. The Price of the Goods shall be that prevailing at the date of delivery of the Goods. The price is exclusive of VAT which shall be due at the rate ruling at the date of a VAT invoice.
b. Prices listed or quoted are based on costs prevailing at the time when they are given or agreed. We shall be entitled to adjust the price of the Goods as at the time of delivery by such amount as may be necessary to cover any increase sustained by Us after the date of acceptance of your order & any direct or indirect costs of making, obtaining, handling or supplying the Goods.
c. Prices quoted are applicable to the quantity specified & on the information provided by You at the time of order. In the event of orders being placed for lesser quantities, or if there is any change in specifications, delivery dates or delay is caused by your instructions or lack of instructions, we shall be entitled to adjust the price of the Goods as ordered to take account of the variations. Only written quotes shall be valid & binding on us.
d. We shall have the option of supplying any Goods ordered by You in imperial measurements in the nearest equivalent metric measurements & the Goods may be charged in metric measure allowing for conversions.
a. Unless the sale is for cash, or other credit terms have been agreed in writing with a Company Signatory, all accounts are due for payment 14 days after invoice date or delivery date whichever is the earlier.
b. We will accept payment of accounts by credit card.
c. Late payment will incur interest at 8% above the Bank of England base rate, prevailing from time to time, until the date of payment after as well as before judgement.
d. Credit facilities may be withdrawn or reduced at any time at our sole discretion.
e. Even if We have previously agreed to give You credit, We reserve the right to refuse to execute any order or contract if the arrangements for payment or your credit rating is not satisfactory to us. In our discretion We may require security satisfactory to Us or payment for each consignment when it is available & before it is despatched in which case delivery will not be effected until We are in receipt of security or cleared funds as requested by Us.
f. In the case of short delivery, You will remain liable to pay the full invoice price of the Goods delivered or available for delivery.
g. You may not withhold payment of any invoice or other amount due to Us by reason of any right or set off or counterclaim, which You may have, or allege to have, for any reason whatever.
h. We shall be entitled at all times to set off any debt or claim of whatever nature which We may have against You against any sums due from Us to you.
a. Delivery will be effected when the Goods leave our premises whether carried by Us or an independent carrier, or the premises of our suppliers when the Goods are delivered direct from suppliers.
b. Delivery dates are given in good faith, but are estimates only.
c. Time for delivery shall not be of the essence of the Contract.
d. For the avoidance of doubt, & without detracting from any other provisions of these Terms, We shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt of any liability to any third party) resulting from any delay in the delivery of Goods, or failure to deliver the goods in a reasonable time – whether such delay of failure is caused by our negligence or otherwise howsoever.
e. We reserve the right to make delivery by instalments & tender a separate invoice in respect of each instalment. Our failure to deliver any one or more instalments, or any claim by You in respect of any one or more instalments, shall not entitle You to treat the contract as a whole as repudiated.
f. The price agreed includes our normal delivery charges but we may make an additional charge if We incur further costs or expense such as (but not limited to): i) those caused by delivery of less than the full load, ii) complying with your request for delivery outside our normal delivery pattern or trading by instalments, iii) orders of small value which are not economical for Us to deliver free.
g. You must provide the necessary labour for unloading the Goods – & unloading is to be completed with reasonable speed. If our delivery vehicle is kept waiting for an unreasonable time, or is obliged to return without completing delivery, or if We provide additional staff to unload Goods, an additional charge will be made.
h. You may collect Goods from Us within our trading hours. If they are not collected within 14 days from when We notify You they are available, a storage charge will be payable before Goods are released.
i. If You fail to take delivery, accept or collect the Goods within the agreed time, in our discretion We may make an additional charge, invoice You for the Goods, or treat the contract as repudiated &, in any case, recover our losses from You.
j. If You collect the Goods from Us, You are solely responsible for the size, weight & positioning of the load on the vehicle & shall, indemnify Us in respect of all costs claims losses or expenses We may incur as a result of your collecting the Goods, including any resulting from our negligence.
k. If the Goods are to be deposited other than on your private premises, You shall be responsible for compliance with all regulations, & for all steps which need to be taken for the protection at all times of persons or property.
l. We shall make a charge for packaging where required. the right to claim compensation pursuant to the Late Payment of Commercial Debts Regulations 2002 at the
m. You will indemnify Us in respect of all costs, claims losses or expenses We may incur as a result of delivery in accordance with your instructions. This indemnity will be reduced in proportion to the extent that such costs, losses claims or expenses are due to our negligence.
a. You shall inspect the Goods at the place & time of unloading or collection, but nothing in these Terms shall require You to break the packaging &/or unpack Goods which are intended to be stored before use.
b. You must advise Us by telephone immediately & give Us written notice within 3 working days of unloading of any claim for short delivery.
i. If You do not give Us notice within that time, the Goods would have deemed to have been delivered in the quantities shown in the delivery documents.
ii. You shall not be entitled, & irrevocably & unconditionally waive any rights to reject the Goods or claim any damages whatsoever, for short delivery howsoever caused.
iii. Our liability for short delivery is limited to making good the shortage.
c. Where it is, or would have been, apparent on a reasonable inspection that the Goods are not in the conformity with the Contract or (where the Contract is a contract for sale by sample) that the bulk does not compare with the sample, You must advise Us by telephone immediately, & give Us written notice within 3 working days of inspection.
i. If You fail to give Us that notice within that time, the Goods shall be deemed to be accepted & You shall not be entitled, & irrevocably & unconditionally waive any rights to reject the Goods.
ii. If You fail to give Us that notice within that time, Clause 8 shall have effect.
7. Title & Risk
a. Risk in the Goods shall pass to You when the Goods are delivered.
b. The property in the Goods shall remain with Us, until You pay all sums due to Us, whether in respect of this Contract or otherwise.
c. Until title passes:
i. You shall hold the Goods as our fiduciary agent & bailee.
ii. The Goods shall be stored separately from any other goods& You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods.
iii. We agree that You may use, or agree to sell the Goods as principle & not as agents in the ordinary cause of your business subject to the express condition that at our direction, the entire proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for Us & not mixed with any other monies, or paid into an overdrawn bank account &, it shall, at times, be identifiable as our money.
iv. We shall be entitled, at any time, to recover any or all of the Goods in your possession to which
a. All orders are accepted by Us only under these Terms & they not be altered – other than by written agreement of we have title & for that purpose, We our employees of agents may, with such transport as is necessary enter upon any premises occupied by You or to which You have access & where the goods may be or are believed to be situated.
a. Nothing in these Terms shall exclude or restrict our liability for death or personal injury resulting from our personal negligence or our liability for fraudulent misrepresentation.
b. Subject to Clause 8a of these Terms, We shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever. Instead of liability in damages, We undertake liability under Clause 8c below.
c. Where but for the effect of Clause 8b of these Terms You would have been entitled to damages against Us, We shall not be held liable to pay damages but be subject to the conditions set out in clause 8d below shall at our sole discretion, either repair the Goods at out own expense, or supply replacement Goods free of charge or refund all (or where appropriate part) of the price of the relevant Goods.
d. We shall not be liable under Clause 8c:
i. if the Defect arises from wear & tear
ii. if the Defect arises from wilful damage, negligence, abnormal working conditions, misuse, alteration or repair of the Goods, failure to follow British Standard or industry instructions relevant to the Goods or storage of the Goods in unsuitable conditions (but this sub-clause shall not apply to any act or omission on our part).
iii. unless after discovery of the Defect We are given a reasonable opportunity to inspect the Goods before
iv. For the avoidance of doubt, out liability for damages for misrepresentation (other than fraudulent) is excluded or they are used, or in any way interfered with. For the avoidance of doubt, We acknowledge that the costs of suspending works are relevant to the determination of what is reasonable opportunity & this sub-clause shall not apply to any works affecting the Goods, which it may reasonably necessary to carry out in the interests of safety and/or as emergency measures.
iv. If the Defect would have been apparent on a reasonable inspection under Clause 6a of these Terms at the time of unloading, unless You advise Us by telephone immediately & written notice of any claim is given to Us within 3 working days of the time of unloading; or in any other case.
v. the Defect is discovered within 4 months from the date of delivery & We are given written notice of the Defect within 3 working days of it being discovered.
e. If the Goods are not manufactured by Us, or have been processed or milled by a third party – whether or not at your request – our liability, in respect of any defect in workmanship or materials of the Goods, will be limited to such rights against the manufacturer or third party as We may have in respect of these Goods.
f. If the Goods are manufactured or milled by Us to the design, quantity measurement or specification of You or your agents then:
i. Subject to Clause 8a of these Terms, We shall not be under any liability for damages whatsoever. Or under Clause 8c of these Terms as the case may be except in the event of:
a. fraudulent misrepresentation
b. misrepresentation where the representation was made or confirmed in writing by a Company Signatory
c. non-compliance with such design quantity measurement or specification
d. breach of a written warranty signed by a Company Signatory that the Goods are fit for that purpose: or
e. a claim maintainable against Us pursuant to Clause 8a of these Terms
ii. You will conditionally, fully & effectively indemnify Us against all loss damages, costs on an indemnity basis & expenses awarded against, or incurred by, Us in connection with, or paid, or agreed to be paid, by Us in settlement of any claim for infringement of any patents, copyright design, trademark, or other industrial or intellectual property rights of any other person.
iii. You will further unconditionally, fully & effectively indemnify Us against all loss damages, costs on an indemnity basis & expenses awarded against, or incurred by Us in connection with, or paid, by Us in settlement of any other claim arising from any such manufacturing processing or milling, including – nut not Limited to – any Defect in the Goods. This indemnity will be reduced in proportion to the extent that such loss damage costs & expenses are due to our negligence.
h. You will unconditionally, fully & effectively, indemnify Us against all loss damages, costs on an indemnity basis & expenses awarded against, or incurred by Us in connection with, or paid, or agreed to be paid by Us in settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will be reduced in proportion: to the extent that such loss damage costs & expenses are due to our negligence.
i. Without prejudice to any other provision in these Terms: in any event , our total liability for any one claim, or for the total of all claims arising from any one act of default on out part (whether arising from our negligence or otherwise), shall not exceed the purchase price of the Goods – the subject matter of any claim.
a. ‘Insolvent’ means You becoming unable to pay our debts within the meaning of section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any of your property; the appointment of an receiver or administrative receiver over all, or any part, of your property; a proposal for a voluntary arrangement or compromise between You & your creditors, whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up, or summoning a meeting to pas such a resolution otherwise than than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for your winding-up, or for an administration order in relation to You. If you suffer any analogous step or proceedings under foreign law or You are ceasing, or threatening to cease to carry on your business.
b. If you fail to pay the price for any Goods on the due date or fail to pay any sum due to Us under any contract on due date or You become insolvent or if you are a limited company or partnership & there is a material change in your constitution or You commit a material breach of this Contract & fail to remedy that breach, all sums Outstanding between You & Us shall become immediately payable, & We shall be entitled to do any one or more of the following (Without prejudice to any other right or remedy We may have):
i. require payment in cleared funds in advance of further deliveries
ii. cancel or suspend any further deliveries to You under any contract without liability on our part
iii. Without prejudice to the generality of Clause 7 of these exercise any of our rights pursuant to that clause
c. If We reasonable incur third party costs, such as tracing of debt collection agency costs, or seek to take legal proceedings to enforce our rights as a result of your breach of this Contract – including but not limited to – recovery of any sums due, You will reimburse Us such reasonable agency costs or legal costs incurred on an indemnity basis.
d. Without prejudice 9c if you are acting in the course of a business then in the event of late payment we reserve the right to claim compensation pursuant to the Late Payment of Commercial Debts Regulations 2002 at the prevailing rate, currently £40 for a debt less than £1000, £70 for a debt of more than £1000 but less than £10,000 & £100 for a debt in excess of £10,000.
a. This Contract shall be governed & interpreted according to the Law of England & Wales & You agree to submit to the non-exclusive jurisdiction of the English Courts.
b. We shall not be liable for any delay or failure to perform any of our obligations in relation to the Goods due to any cause beyond our reasonable control, including industrial action.
c. The waiver of Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach, nor as a waiver of any subsequent breach of the same, or any other provision.
d. If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity of the other clauses & sub-clauses of these Terms shall not be affected & they shall remain in full force & effect.
e. We may assign novate, or sub contract all or part of this Contract & You shall be deemed to consent to any novation. This contract is personal to You & it may not be assigned.
f. Nothing in this contract is intended to, or will grant any right, to any third party to enforce any terms of this Contract Be it express or implied.
g. Change of Liability: Until you are informed in writing by us that either the status of the account has been Amended to a Limited Company or a fresh account opened all orders will continue to be debited to the current Account & You will remain responsible to us.