DEFINITIONS AND INTERPRETATION
In these Conditions:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
“Conditions” means these terms and conditions as amended from time to time.
“Consequential Losses” means (whether direct or indirect) any: (i) loss of profit, loss of contracts, loss of revenue, loss of opportunity, loss of savings or anticipated savings, loss of goodwill, damage to reputation, loss under contracts with third parties and loss or corruption of information, data or software; and (ii) any indirect losses or damages.
“Contract” means the contract between us and you for the supply of Goods and/or Services in accordance with these Conditions.
“controller, processor, and personal data, ” all have the meaning given in Data Protection Legislation.
” Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018 as amended from time to time.
“Deliverables” means the deliverables set out in the Order that we produce for you (which may include Hired Goods).
“Event” means the trade show, exhibition or other event in respect of which the Order has been placed.
“Event Organiser” means the person responsible for organising or controlling the Event.
“Force Majeure Event” means an event or sequence of events beyond our reasonable control preventing or delaying us from performing our obligations under the Contract.
“Goods” means the goods (or any part of them) set out in the Order, excluding the Deliverables.
“Hired Goods” means any goods or deliverables that we hire to you.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order” means your order for the supply of Goods and/or Services, as formed by your written acceptance of our quotation.
“Services” means the services, including the Deliverables, we supply to you as set out in the Specification.
“Specification” means our description or specification for the Goods (including any relevant plans or drawings) and/or Services provided in writing to you in our quotation.
“we, us and our” means Trenchard Signs - trading as TRENCHARD.
“you and your” means the person or firm so described in the Order.
(a) a reference to a ‘person’ includes a natural person or company;
(b) a reference to a ‘company’ includes any company, corporation, or other corporate body, wherever and however incorporated or established;
(c) words that follow ‘includes’ or ‘including’ or any similar words are illustrative only and will not limit the sense of any word;
(d) a reference to ‘writing’ or ‘written’ includes email; and
(e) a reference to a ‘clause’ is to a clause of these Conditions.
BASIS OF CONTRACT
2.1 The Order constitutes your offer to purchase Goods and/or Services in accordance with our quotation and these Conditions. Our quotation is an invitation to treat and does not constitute an offer capable of being accepted.
2.2 The Order will only be deemed to be accepted when we receive signed acceptance of the Order at which point and on which date the Contract will come into existence (Commencement Date).
2.3 Any samples or advertising issued by us or contained on our website are issued for the sole purpose of giving an idea of the goods and services we provide. They will not form part of the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 None of our quotations will constitute an offer and will only be valid for a period of 14 days from its date.
GOODS
3.1 The Goods are described in the Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a specification you supply to us, you will indemnify us against all liabilities, damages and losses (direct or indirect) , penalties and legal costs we suffer or incur arising in connection with any claim made against us for infringement of a third party’s Intellectual Property Rights arising out of our use or possession of the Goods and/or such specification. This clause 3.2 will survive termination of the Contract.
3.3 You acknowledge that we may need to amend the Specification if required by any applicable law or any requirement of the Event Organiser, and we will notify you in any such event.
3.4 Where we supply Hired Goods to you, you will:
3.4.1 keep the Hired Goods at the Delivery Location at all times;
3.4.2 operate and use the Hired Goods only for the purposes for which they were designed;
3.4.3 maintain the Hired Goods in good working condition and repair; and
3.4.4 not do or allow anything to occur which might adversely affect our right, title or interest in the Hired Goods.
DELIVERY OF GOODS
4.1 We will deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Goods are ready. You acknowledge that we may need to amend the Delivery Location and/or proposed date of delivery to comply with the requirements of the Event Organiser.
4.2 Delivery of the Goods will be completed on arrival at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that arises in connection with a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If we fail to deliver the Goods, our liability will be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
4.5 If you have not accepted delivery of the Goods within five Business Days of the day on which we notified you that the Goods were ready for delivery, we may dispose of part or all of the Goods, without prejudice to our right to recover any sums owing from you in respect of the Goods (including storage and insurance).
QUALITY OF GOODS
5.1 We warrant that on delivery the Goods will:
5.1.1 materially conform with the Specification; and
5.1.2 be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full providing:
5.2.1 you give notice in writing within two Business Days of discovery that some or all of the Goods do not comply with clause 5.1;
5.2.2 we are given a reasonable opportunity to examine such Goods; and
5.2.3 you (if we ask you to do so) return such Goods to our place of business at your cost.
5.3 We will not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
5.3.1 you make any further use of such Goods after giving a notice under clause 5.2;
5.3.2 the defect arises because you failed to follow any of our instructions in respect of the Goods;
5.3.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
5.3.4 you alter or repair Goods without our written consent; or
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
5.4 Except as provided in this clause 5, we will have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions will apply to any repaired or replacement Goods we supply to you.
TITLE AND RISK
6.1 The risk in the Goods, Deliverables and Hired Goods will pass to you on delivery.
6.2 Title to any of the Goods and Deliverables will not pass to you until we receive payment in full for all Goods and Deliverables. Title to any Hired Goods will not pass to you at any point.
6.3 Until title to the Goods has passed to you, you will maintain the Goods in the condition they were delivered to you.
SUPPLY OF SERVICES
7.1 We will supply the Services to you in material accordance with the Specification.
7.2 We will use reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates will be estimates only and time will not be of the essence for the performance of the Services.
7.3 We warrant to you that the Services will be provided using reasonable care and skill.
YOUR OBLIGATIONS
8.1 You will:
8.1.1 ensure that the terms of the Order and Specification are complete and accurate;
8.1.2 co-operate with us in all matters relating to the Services;
8.1.3 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate;
8.1.4 prepare the Event premises (to the extent applicable) for the supply of the Services;
8.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.6 comply with all applicable laws, including health and safety laws; and
8.1.7 keep all materials, equipment, documents and other property of ours (together, Our Materials) at your and/or the Event premises in safe custody at your own risk and maintain Our Materials in good condition until returned to us.
8.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Your Default):
8.2.1 without limiting or affecting any other right or remedy available to us, we may suspend performance of the Services until you remedy Your Default;
8.2.2 we will not be liable for any costs or losses you suffer or incur arising directly or indirectly from our failure or delay to perform any of our obligations; and
8.2.3 you will reimburse us for any costs or losses suffered or incurred arising directly or indirectly from Your Default.
CHARGES AND PAYMENT
9.1 The price for the Goods and/or Services will be the price set out in the Order.
9.2 We will issue an invoice for the full price on the Commencement Date. Unless the Order states otherwise, the price will be payable in two instalments:
9.2.1 50% due on the Commencement Date (and we will be entitled to refuse to commence work under the Contract, in whole or in part, until this instalment has been paid); and
9.2.2 50% due on Completion of build.
9.3 You will pay any sums due under these Conditions in full to a bank account we nominate in writing.
9.4 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time.
9.5 All amounts due under the Contract will be paid in full without any set-off or deduction.
INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of the Services will be owned by us.
10.2 We grant to you, or will endeavour to procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Deliverables for the purposes of the Event.
10.3 You will not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
10.4 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Goods and/or Services.
DATA PROTECTION
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
11.2 For the purposes of the Data Protection Legislation, you agree that you are the data controller and we are the data processor.
11.3 You will ensure that you have all necessary consents and notices in place to enable lawful transfer of personal data to us for the duration and purposes of the Contract.
11.4 You acknowledge that our use of subcontractors may require a limited transfer of personal data by us to those subcontractors, and you irrevocably permit such transfers.
CONFIDENTIALITY
12.1 Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party will use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under the Contract.
CHANGES TO EVENT
13.1 You acknowledge that we are not the Event Organiser and we cannot control the activities of the Event Organiser, which may include changes to the Event date, location or other factors relating to the Event (each of which being a Change). The effect of any Change will not constitute a breach of the Contract by us.
13.2 Where a Change occurs, we may (at our discretion):
13.2.1 terminate the Contract immediately upon written notice to you;
13.2.2 notify you that the Contract will continue at the agreed price, with the minimum necessary amendments determined by us to take account of the Change; or
13.2.3 notify you that we are willing to continue with the Contract, but the price will be varied to take account of the Change (and in the absence of agreement to such variation by you within 14 days of such notice, we must instead proceed in accordance with either clause 13.2.1 or 13.2.2 (as we may determine at our discretion)).
13.3 Where we terminate the Contract under clause 13.2.1, we will refund any part of the price already paid less a reasonable deduction to reflect the work already done by us under the Contract. Where the work already done by us under the Contract prior to termination exceeds the proportion of the overall price paid by you, we will not make any such refund and will instead be entitled to invoice you for such additional work (with such invoice being payable within 7 days of issue).
LIMITATION OF LIABILITY
14.1 Nothing in these Conditions will limit or exclude either party’s liability for any matter in respect of which it would be unlawful to exclude or restrict liability.
14.2 Subject to clause 14.1:
14.2.1 we will not be liable for your Consequential Losses; and
14.2.2 our total aggregate liability to you under the Contract will not exceed 100% of the price set out in the applicable Order.
14.3 This clause 14 will survive termination of the Contract.
TERMINATION
15.1 Without affecting any other right or remedy, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so.
15.2 Without affecting any other right or remedy, we may terminate the Contract with immediate effect on written notice if you fail to pay any amount due under the Contract on the due date for payment.
15.3 Without affecting any other right or remedy, we may suspend the supply of Services or all further deliveries of Goods under the Contract if you fail to pay any amount due under the Contract on the due date for payment until such overdue payment is made in full.
CONSEQUENCES OF TERMINATION
16.1 On termination of the Contract:
16.1.1 you will immediately pay to us all our outstanding unpaid invoices and interest; and
16.1.2 you will immediately return all Our Materials. Until they have been returned, you will be responsible for their safe keeping and will not use them.
16.2 Termination of the Contract will not affect any rights, remedies, obligations and liabilities accrued up to the date of termination.
16.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination will continue in full force and effect.
FORCE MAJEURE
We will not be in breach of the Contract nor liable for delay in performing or failure to perform, any of our obligations under the Contract if such delay or failure results from a Force Majeure Event, including without limitation pandemic and/or any government act/omission/decision. In such circumstances, we will be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks or longer, we may terminate this Contract by giving you 14 days’ written notice.
NOTICES
18.1. Any notices you send to us (except for notices given in legal proceedings) will be in writing and sent to the address or email address contained in the Order to which the notice relates.
18.2. This clause 16 will not apply to notices given in legal proceedings.
GENERAL
19.1. Entire Agreement: The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or made verbally, in respect of its subject matter.
19.2. Variation: No variation of an Order or these Conditions will be valid or effective unless it is in writing and signed by us.
19.3. Assignment: You may not assign, sub-contract or transfer any right or obligation under the Contract without our prior written consent.
19.4. Severance: If any provision of these Conditions is or becomes unenforceable, the rest of these Conditions will not be affected.
19.5. Waiver: No delay or failure by us to exercise any right or remedy under these Conditions or by law will operate as a waiver of that right or remedy, nor will we be prevented or restricted from exercising that right or remedy in future.
19.6. Conflicts in Contract: If there is a conflict between the terms of an Order and these Conditions, the terms of the Order will prevail to the extent of the conflict.
19.7. Third-Party Rights: A person who is not a party to the Contract will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions or any of these Conditions.
19.8. Governing Law and Jurisdiction: The Contract, and any dispute arising in connection with it, will be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.