Terms and Conditions of Sale

All orders accepted by Signo are subject to the Terms and Conditions of Sale set out below:

1. General

1.1 All orders for products and services on the Signo website at https://signo-lighting.com (“Signo website”) accepted by Signo Lighting Ltd (“Signo”) are subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by Signo unless agreed by an authorised signatory of Signo or expressly stated in these terms and conditions of sale.

1.2 All descriptions of the products and services contained on the Signo website or otherwise communicated to any purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between Signo and the Customer. Signo shall not be liable to the Customer for any errors or omissions on the Signo website. The advertising of products and services on the Signo website is not an offer capable of acceptance; merely constitutes an invitation by Signo for the Customer to make an offer to purchase products and services. Signo acceptance of the Customer’s order will take place when Signo confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between Signo and the Customer.

1.3 Signo is a business-to-business supplier. The Signo website is intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sales shall affect the statutory rights of a Customer who deals as a consumer.

1.4 The Customer’s particular attention is required for clause 11, which sets out certain limitations of Signos’ liability.

2. Prices

2.1 The prices of the products and services are set out on the Signo website. Signo reserves the right to change prices without prior notice at any time. Customer is informed that prices and products are subject to change.

2.2 The price of an ordered product or service will be set out on the Signo website at the time of order acceptance by Signo, except for products or services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by Signo after the date of order acceptance by written notice to the Customer.

2.3 All prices exclude VAT, which Signo will add at the rate applicable at the date of order acceptance.

3. Ordering

3.1 Signo reserves the right to decline to trade with any company or person. Signo may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Signo. Further, Signo may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by Signo. If Signo rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.

3.2 Signo executes orders to the Customer’s requirements, but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when Signo next has available stock or be cancelled and refunded to the Customer.

4. Delivery

4.1 Subject to any cancellation, substitution or non-fulfilment of Customer’s orders in accordance with clause 3, Signo will deliver the products specified in the Customer’s order. Signo may use third party delivery agents to deliver products to Customers.

4.2 Orders with a net sales value of £100.00 or more will not incur any associated delivery charge. Orders with a net sales value of less than £100.00 will subject to a flat rate delivery charge of £7.00. This is based upon delivery to a UK and Northern Ireland destination only. A quotation for carriage will be issued for all deliveries to destinations outside of the UK and Northern Ireland prior to the acceptance of the Customer’s order. Where pursuant to Customer orders from manufacturer either to be delivered directly to the Customer or via Signo, the Customer shall pay Signo and delivery charges incurred. Customer id informed that delivery options and prices are subject to change.

4.3 Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer’s usual business address, unless otherwise agreed in writing.

4.4 Signo will aim to deliver products in accordance with the times and dates for delivery quoted by Signo employees (the “Quoted Delivery Times”), but quoted delivery times are approximate only and Signo shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.

4.5 If any delivery has not been made by the quoted delivery time, then subject to the Customer notifying Signo of such delay, Signo will endeavour to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. Signo may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable Signo may also, at its discretion, offer an alternative delivery option. These are the Customer’s exclusive remedies for late delivery.

5. Inspection, Delivery Delays and Non-Delivery

5.1 The Customer must inspect the products as soon as is reasonable possible after delivery or collection. The Customer shall, within 10 days (or 30 days only for Consumers) of the date of delivery or collection or, in the case of sub-clause iv below, the quoted delivery time or any updated estimated date for delivery, give notice to Signo in details of:

i Any defect in the product that is apparent on reasonable examination. In this case Signo shall, at Signo’s discretion, replace the product or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;

ii Any shortfall in products delivered. In this case Signo shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;

iii Any delivery of products not in accordance with the order. In this case Signo shall, at Signo’s discretion, replace the products or refund the purchase price; or

iv Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case Signo shall deliver the undelivered products or refund the price of the undelivered products.

5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. Signos’ record of the product despatched shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.

5.3 The remedies set out above are the Customer’s exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. Signo will not liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgements or otherwise arising from these circumstances.

6. Payment

6.1 If Signo has not granted credit to the Customer, payment terms are cash with order.

6.2 Credit terms (subject to satisfactory references and Signo’s absolute discretion) are available. If credit has been granted, on acceptance of a Customer’s order, Signo will issue that Customer with an invoice. Such invoice will be sent by email or post, unless otherwise agreed between Signo and the Customer. The Customer shall pay the price of the product or service by the end of the following month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.

6.3 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

i all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and

ii Signo may apply a compensation charge as an estimate of administrative and other costs incurred by Signo.

iii Signo may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 4% per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.

7. Risk and Ownership

7.1 In the case of products to be delivered to the Customer’s property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when Signo has attempted to deliver the products

7.2 Ownership of any products supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to Signo has been made (in cash or cleared funds). If the Customer is late in paying any sum to Signo, then Signo shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises Signo and its agents to recover any such products in such circumstances, and to enter any premises of the Customer for that purpose.

7.3 Demand for or recovery of the products by Signo shall not in itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the products or Signo’s right to sue for the whole of the price.

8. Product and Availability Information

8.1 Signo reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any Signo listing. The most up to date information on the availability and design of the products Signo supplies can be found by calling 01505 702752

8.2 Unless otherwise confirmed in writing, nothing on the Signo website is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

9. Warranties and Remedies

9.1 Signo warrants that no product purchased from Signo is materially defective.

9.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, Signo will (at its option) replace or repair the product or refund the purchase price.

9.3 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Signo.

9.4 The remedies set out in this clause 9 shall be the customer’s sole remedies for any breach of warranty and in respect of the supply or non-supply of the products and/or services.

9.5 The availability of the remedies set out in this clause 9 is subject to:

i a claim being made in writing to Signo, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service, or such other periods as indicated by Signo for specific products or services from time to time in writing; and

ii the Customer returning or disposing of relevant products, or making them available for collection by Signo, in accordance with Signo’s instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from Signo and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.

9.6 Where the Customer returns defective products otherwise than in accordance with these provision, Signo may refuse such products and return them to the Customer at the cost of the Customer.

9.7 Any products which are replaced by Signo shall become the property of Signo. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of replacement product’s warranty shall be the unexpired period of the defective product’s warranty.

9.8 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.

9.9 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).

9.10 Except as required by law, Signo will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Signo by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.

10. Export Control and Limitations of Use

10.1 Products sold by Signo are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.

10.2 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by Signo only. Such information is provided by Signo in good faith based on the information available to it at the time of compilation. Signo makes no warranty or representation that such information is up to date or correct, and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done so at the Customer’s own risk with no recourse to Signo. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.

11. Liability

11.1 Signo shall not be under any liability for damages, looses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgements or otherwise resulting from failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.

11.2 Signo shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between Signo and the Customer, or of any order accepted by Signo; (ii) any duty of any kind imposed on Signo by law arising out of or in relation to the contract between Signo and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringements; or (v) any other loss whatsoever arising out of these terms and conditions of sale.

11.3 If, not withstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Limitations of Use) and 11 (Liability), any liability attaches to Signo, Signo’s liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between Signo and the Customer, or any order accepted by Signo; (ii) any duty of any kind imposed on Signo by law arising out of or in relation to the contract between Signo and the Customer or the order; (iii)any defect in the products or services; (iv) intellectual property rights infringements; or (v) any other loss whatsoever arising out of these terms and conditions of sale be limited in the aggregate to £10,000 or the total value of the order, whichever is greater.

11.4 Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of Signo for death or personal injury caused by the negligence of Signo or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.

12. No fault Cancellations and Returns

12.1 Signo may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to Signo recovering from the Customer the costs incurred by Signo, and subject to the processing charge outlined in clause 12.

12.2 In the event of cancellation of part of any order only, Signo may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.

12.3 For Customers other than Consumers, a processing charge will apply in respect of all products returned other than that due to defects by warranty at clause 9.

12.4 For Consumers wishing to return a product, no processing charge will be applied if the correct procedure is followed as set out in this clause 12.

12.5 Customers may only return products to Signo, and receive a credit or refund and on following the conditions:

i The Customer should contact Signo to obtain a returns number (to be quoted on all relevant paperwork)

ii Return must be made within 30 days of the date of delivery or collection of such products.

iii Products must be returned to Signo in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;

iv Products must be returned to Signo adequately packed and clearly labelled to: CUSTOMER RETURNS, Signo Lighting Ltd, Foremount House, Easwald Bank, Kilbarchan, PA10 2EZ

v The Customer must quote the invoice details or the Signo reference number on the Customer return from the original despatch note, otherwise any credit given for the return products will be based upon the lowest sales price

12.6 Where the Customer returns product to Signo to Signo not in accordance with clause 12.5(i)-(v) above (for example, after the period for returns has expired or in an unfit state) Signo may refuse to accept the return and return the products to the Customer at the Customer’s expense or may apply a handling charge which relates to the actual cost of reprocessing.

12.7 Signo accepts no responsibility for any loss of or damage to products in transit from Customer to Signo or for any items received by Signo with them.

13. Force Majeure

A force majeure event is any event beyond the reasonable control of Signo (including but not limited to strikes, traffic congestion, the downtime of any external lines, or Signo’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Signo is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Signo shall be relieved of its obligations during the period that such an event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such a period. If the force majeure event continues for a period longer than 14 days, Signo may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer

14. Intellectual Property Right

14.1 The Customer acknowledges that Signo owns the intellectual property rights to the Signo website.

14.2 Signo does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.

15. Anti-Bribery

15.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these terms and conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (directly and indirectly) and shall:

i not (directly or indirectly) induce any employee, agent or subcontractor of Signo to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;

ii not do or omit to do any act that will cause or lead Signo to be in breach of any of the relevant requirements; and

iii promptly report to Signo any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these terms and conditions.

15.2 Any breach of this clause 15 shall be a material breach of these terms and conditions which is incapable of remedy.

16. Data Protection and Customer Information

16.1 Signo may keep and use personal details of the Customer and its employees for the purposes of providing products and services to the Customer. In addition Signo may disclose the Customer’s and its employees’ details to organisations working on behalf of Signo anywhere in the world (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and Signos’ obligation under these terms and conditions of sale.

16.2 Signo may send to any business Customer and its employees details of other products and services offered by Signo that may interest the Customer. If the Customer or its employees do not want to receive details of these offers then they should contact Signo Lighting Ltd, Foremount House, Easwald Bank, Kilbarchan, PA10 2EZ in writing or by telephone on 01505 702752.

17. Law and Jurisdiction

17.1 The contract between Signo and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with Scottish Law and the Customer submits to the non-exclusive jurisdiction of the Scottish courts, but Signo may enforce the contract in any court of competent jurisdiction

17.2 Customers who are Consumers may submit any disputes with Signo for resolution to the European Commission.

17.3 If any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties express intention that he relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.

17.4 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

 

Registered office: Signo Lighting Ltd, Foremount House, Easwald Bank, Kilbarchan, Renfrewshire, PA10 2EZ.

Tel: 01505 705752. Registration no. 233405. VAT Registration no. GB801 5556 52