Terms and Conditions of Business of Clip Limited.

1 DEFINITIONS

1.1 In these Conditions:

"Company” means Clip Limited whose registered office is at 210 Bristol Business Park The Close Bristol BS16 1FJ and whose registered company number is 933144
"Conditions" means the terms and conditions of business set out in this document
"Contract" any contract between the Company and the Customer for the sale and purchase of Goods and/or Services, incorporating these Conditions 
"Customer" means the person firm or company who purchases Goods and/or Services from the Company 
"Designs" means any designs and/or specifications prepared and submitted by the Company to the Customer in connection with the Goods and/or Services
"Force Majeure" means any cause beyond the Company's reasonable control including without limitation strikes lock-outs sabotage theft fire storm flood power failure machinery breakdown shortage of labour or other shortages
"Goods" any goods agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them)
"Graphics Order Request" means a written request from the Customer to the Company providing Submitted Designs and/or other further information and/or specifications which may include but is not limited to material of a graphical or artistic nature
"Order Confirmation" means the Company's confirmation of the Customer's order or offer referred to in clause 2.2
"Services" means the services to be provided to the Customer as specified in the Contract
"Site" means the Company's website with domain name www.clipdisplay.com
"Submitted Designs" means any designs and/or specifications submitted by the Customer to the Company in connection with the Goods and/or Services

1.2 In these Conditions references to any statute or statutory provision shall unless the context otherwise requires be construed as a reference to that statute or statutory provision from time to time amended consolidated modified extended or replaced.

2 ORDERS

2.1 The Site is operated by the Company. The Company's details and registered office address re shown in clause 1.1 above. Our VAT number is GB318705457

2.2 After placing an order through the Site ("Customers Order Request”), the Company will send the Customer an email acknowledging that it has received the order. This acknowledgement shall not constitute an acceptance of the Customer's order. The Customer's order represents an offer to the Company to buy the Goods and/or Services. All orders are subject to acceptance by the Company and the Company will confirm acceptance by sending the Customer an email entitled 'Order Confirmation'. The Contract between the Customer and the Company is only formed when the Company sends the Order Confirmation to the Customer.

2.3 The Contract will relate only to those Goods and/or Services referred to in the Order Confirmation to the Customer. The Company will not be obliged to supply any other Goods and/or Services which were part of the Customer's order until the provision of such Goods and/or Services has been confirmed in a separate Order Confirmation

2.4 The Contract is subject to these Conditions

2.5 The Company's employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Company in writing on Company notepaper or by email. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed

3 ORDERS AND SPECIFICATION

3.1 The Company shall not be liable for any loss or damage howsoever caused arising from any
and all errors in the Designs and/or Submitted Designs received from the Customer.

3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the Designs and/or Submitted Designs and of the terms of any order (including any applicable specifications) submitted by the Customer and that the Designs and/or Submitted Designs and any applicable specifications shall meet all necessary requirements and are suitable for the purpose for which the Goods and/or Services are required. The Customer shall be responsible for giving the Company any necessary information relating to the Goods and/or Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms. Al graphics will be printed from artwork supplied by the Customer. The time for delivery shall be extended by a reasonable period if delay is caused by instructions or lack of instructions from the Customer and the Company shall be entitled to make additional charges to the price stipulated if it is necessary to make modifications to the specifications provided by the Customer

3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with the Submitted Designs the Customer shall indemnify the Company against all loss damages costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent copyright design trademark or other industrial or intellectual property rights of any person which results from the Submitted Designs

3.4 Where the customer has specific requirements it shall notify the Company. Unless expressly agreed in writing by the Company all specifications are approximate and are subject to reasonable margins and tolerances

3.5 The Company shall use reasonable endeavours to maintain and ensure that any colour matches of the Goods are accurate and/or consistent with regard to the Customer Order Request or between one dye batch and another but the Company shall give no guarantee to the Customer of exact colour matches and of other compliance with specific requirements.. All colour degenerates over time. A colour shift from the original may therefore occur

3.6 Where the Customer provides Submitted Designs the Company shall be entitled to reject any specifications and/or materials supplied and/or specified by the Customer which the Company in its judgment considers unsuitable

3.7 All Submitted Designs will be retained by the Company for a minimum period of one month from the date of delivery whereupon they will be destroyed at the Companies discretion

3.8 All intellectual property rights in Designs shall be owned by the Company. The Company will grant the Customer a royalty free worldwide licence to use and reproduce the Designs in any medium other than large format digital print for a period of up to 3 years from the date of invoice. In this clause 3.6 'intellectual property rights' shall mean all patents, rights to inventions, utility models, copyright and related rights, rights in designs, moral rights in each case whether registered or unregistered and including all applications for any renewals or extensions of such rights in any part of the world

3.9 No order (or any part thereof) which has been accepted by the Company may be cancelled and/or rejected at any point in time by the Customer unless agreed in writing be the Company and on terms that the Customer shall indemnify the Company in full against all loss (including full loss of profit on the Contract) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Company as a result of cancellation and/or rejection

3.10 Unless otherwise agreed in writing any parts materials equipment and/or products used in the production and/or delivery of the Goods and/or Services shall at all times remain the property of the Company

3.11 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 and notwithstanding that any item of the Goods has been shown or supplied to the Customer the Contract does not constitute a sale by sample

4 PRICE

4.1 Subject to clauses 4.2, 4.4 and 11.2 the price for the Goods and/or Services will be the price
stated in the Customer's Order made through the Site and confirmed in the Order
Confirmation

4.2 Unless the Company shall expressly agree otherwise in writing the price will be solely for the Goods and/or Services and will not include any additional costs or expenses such as delivery, storage, insurance, scanning, stock library images, commissioned photography, any damage or loss caused by the Customer to the Company’s property equipment or goods, and any statutory charge which may be invoiced by the Company and will be payable by the Customer in addition

4.3 Unless stated otherwise in the Contract the price will not include Value Added Tax which will be charged if applicable at the rate ruling at the date of delivery of the Goods and/or performance of the Services

4.4 The Company reserves the right to increase the price of the Goods and/or Services to reflect
any increase in the cost to the Company which is due to any change in delivery dates, quantities, Submitted Designs or specifications for the Goods and/or Services which are requested by the Customer, any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions (as the context may be), or any additional charges or costs imposed on the Company as a result of the supply of the Goods and/or the provision of the Services howsoever arising

4.5 The Contract price for the goods will be as stated in the Order Confirmation. If this is likely to be different to the price specified in the Customers Order Request, the Company will contact the Customer to discuss before issuing the Order Confirmation.

4.6 Where the Goods and/or Services are for delivery outside the UK the Customer shall be responsible for the payment of any import duties and taxes which are levied where the delivery reaches the specified destination. In addition, the Customer will be responsible for compliance with all applicable laws and regulations of the country for which the Goods and/or Services are destined and the Company will not be liable for any breach of any such laws.

5 TERMS OF PAYMENT

5.1 Payment for all Products must be made by credit or debit card at the time of placing your Customer Order Request. We accept payment with VISA, Mastercard, Delta, Switch, AMEX and Electron

5.2 The Customer shall pay for the goods in pounds sterling in full (subject to the Company and the Customer agreeing otherwise)

5.3 Where the Company requires the Customer to provide Submitted Designs to the Company and/or specifications and/or to approve the Designs in order to further the Contract the Company upon first notifying the customer of the price, shall be entitled if has not already done so, to take payment from the customer for the total price of the Goods and/or Services from the receipt of the Customers Graphics Order Request

5.4 No payment shall be deemed to have been received until the Company has received cleared
funds or cash

5.5 Time of payment is of the essence of every Contract

6 DELIVERY

6.1 Unless otherwise agreed in writing by the Company delivery of the Goods and/or performance of the Services shall take place at the Company’s place of business\

6.2 Any dates specified by the Company for delivery of the Goods and/or performance or completion of the Services are intended to be estimates and time for delivery/performance/completion shall not be made of the essence by notice. If no dates are stated, delivery/performance/completion shall be within a reasonable time. The Company shall in no circumstances be liable for any loss or damage arising from any delay in delivery of the Goods and/or completion of the Services howsoever caused. The Company will give the Customer such reasonable notice as it can if delivery or performance is likely to be delayed

6.3 Where the Goods are to be delivered in instalments each Instalment shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to treat the Contract as a whole as repudiated

6.4 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery or prevents the Company delivering the Goods (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault) then without prejudice to any other right or remedy available to the Company the Goods will be deemed to have been delivered and the Company may:

6.4.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or

6.4.2 (in the event of the Customer failing to take delivery of the Goods within 7 days after the Company has notified the Customer that the Goods are ready for delivery) store or dispose of the Goods at its absolute discretion and charge the Customer in respect of all reasonable expenses relating thereto.

6.5 The Customer must notify the Company of any damages, defects or errors in the goods delivered within 5 business days from the day following delivery of the Goods unless the Customer has signed for the goods as having adequately checked the goods at delivery (marked "Checked” on the delivery receipt) then the Company shall accept no liable for any damages discovered thereafter.

7 RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods at the time when the Company has tendered delivery of the Goods

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 8

8 WARRANTIES AND LIABILITIES

8.1 In respect of the:

8.1.1 Goods, the Company grants the Customer the benefit of the Company's standard warranty terms which have been or will be supplied to the Customer and are attached at schedule one;

8.1.2 Services where it is shown to the reasonable satisfaction of the Company that the Services have failed to be performed or that the Services are defective the Company shall at its sole option:-

(a) supply replacement Services to the Customer free of charge;
(b) refund to the Customer the price of such Services; or
(c) grant the Customer a reasonable allowance in respect of such defects.

The liability of the Company under this clause 8.1shall be accepted by the Customer in substitution for and to the exclusion of any other claims for direct loss which the Customer has or may have save as permitted in these Conditions.

8.2 Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 section 12) all warranties conditions or terms relating to description satisfactory quality fitness for purpose or condition of the Goods and whether implied by statute or common law or otherwise are excluded. A consumers statutory rights are not affected by these Conditions

8.3 The Company may from time to time make changes to the specifications of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the satisfactory quality or fitness for purpose of the Goods

8.4 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company's obligations in relation to the Goods and/or Services if the delay or failure was due to Force Majeure

8.5 If delivery is not refused and the Customer does not notify the Company within five working days of the date of delivery or performance of Services of any defect in the Goods and/or the failure to perform the Services the Customer shall not be entitled to reject the Goods and/or Services and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered and/or the Services had been performed in accordance with the Contract

8.6 Any claim for short or non-delivery must be notified by the Customer to the Company in writing within 3 working days of receipt of the Goods or (as the case may be) the delivery documents or the relevant invoice and to the carrier (where relevant) within the carrier's specified time limit

8.7 Subject to clauses 8.8, 8.9 and 8.10, unless otherwise specified in the Contract or agreed by the Company in writing the total aggregate liability of the Company in respect of any claims or demands made by the Customer under the Contract or otherwise in respect of the Goods and/or Services shall be limited to the amount of the price payable under the Contract to the Company in respect of the Goods and/or Services

8.8 In any event the Company shall not be liable to the Customer under the Contract or otherwise in respect of the Goods and/or Services for any of the following:

8.8.1 for any special indirect or consequential loss or damages (including but not limited to loss of profit, loss of business, depletion of goodwill, loss of use) howsoever arising

8.8.2 for any liability to third parties incurred by the Customer

8.8.3 for any statement or representation made by any employee or agent of the Company unless such statement or representation is confirmed in writing on the Company’s notepaper and approved by the Company

8.9 In respect only of loss or damages arising from any parts materials equipment programmes and/or products supplied by the Customer to the Company the total aggregate liability of the Company in respect of any claims or demands made by the Customer for these items shall not exceed £50 unless otherwise specified in the Contract or agreed by the Company in writing

8.10 Nothing in these Conditions excludes or limits the liability of the Company:

8.10.1 for death or personal injury caused by the Company's negligence; or

8.10.2 under s2(3) Consumer Protection Act 1987; or

8.10.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

8.10.4 for fraud or fraudulent misrepresentation

9 INDEMNITY

9.1 Subject to clause 3.3 if any claim is made against the Customer that the Goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any other person the Company shall indemnify the Customer against all loss damages costs and expenses awarded against or incurred by the Customer in connection with the claim or paid or agreed to be paid by the Customer in settlement of the claim provided that:-

9.1.1 the Company is given full control of any proceedings or negotiations in connection with any such claim;

9.1.2 the Customer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;

9.1.3 except pursuant to a final award the Customer shall not pay or accept any such claim or compromise any such proceedings without the consent in writing of the Company (which shall not be unreasonably withheld);

9.1.4 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);

9.1.5 the Company shall be entitled to the benefit of and the Customer shall accordingly account to the Company for all damages and costs (if any) awarded in favour of the Customer which are payable by or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

9.1.6 without prejudice to any duty of the Customer at common law the Company shall be entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Company is liable to indemnify the Customer under this clause

10 EXPORT TERMS

10.1 The trade terms of the International Chamber of Commerce as in force at the date of the Contract shall apply to the export of the Goods from the United Kingdom and unless the context otherwise requires any term or expression which is defined in such trade terms shall have the same meaning in these Conditions but if there is any conflict these Conditions shall prevail

10.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon

10.3 Transport times will be confirmed in the Order Confirmation.

11 GENERAL

11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing (which shall unless otherwise agreed include email or other electronic means) (and shall be sent by hand delivery, first class pre-paid post or electronically) addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice If the notice is hand delivered the notice shall be deemed served at the time of delivery. If the notice is sent by first class pre-paid post the notice is deemed served 48 hours after posting and if sent by electronic means shall be deemed served on the working day following its date of service

11.2 The rights and remedies of the Company under the Contract shall not be diminished waived or extinguished by the granting of any indulgence forbearance or extension of time by the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies

11.3 The Company shall be entitled without the prior approval of the Customer to assign sub-contract or sub-let the Contract or any part thereof but the Customer shall not be so entitled without prior approval of the Company

11.4 If any of these Conditions is held by any competent authority to be invalid, unenforceable or illegal in whole or in part the validity of the other Conditions will remain in force. If any invalid, unenforceable or illegal provision would be valid, unenforceable or legal if some or part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal

11.5 These Conditions and each and every Contract made pursuant thereto shall be governed by the laws of England and the Customer and the Company agree to submit to the non-exclusive jurisdiction of the English Courts

11.6 Except as otherwise provided herein a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or any of these Conditions

Schedule 1

Product Warranty

  1. In this Warranty, the following terms have the following meanings:
    Company, we, us, our means Clip Limited whose registered office is at 210 Bristol Business Park, Athena, The Close, Bristol BS16 1FJ and whose registered company number is 933144
    Customer, you means the person firm or company who purchases Goods from the Company
    Goods the product supplied to the Customer by the Company (including any part or parts of them) but excluding the graphic or printed element where the contract and terms and conditions refer to this warranty
    Warranty Period means the period of months/years from the date of delivery of the Goods as listed below:
    Lifetime warranty Apollo, Mercury, Clip Panel, Zeus, Panel & Pole
    3 Year warranty Neptune
    2 Year warranty Solo banner; Promo banner, Dual info holder, CLS06
    1 Year warranty Launch & Campaign banners CLS01, CLS02, CLS03, CLS04


  2. The Company warrants that (subject to the other provision of these conditions) for the Warranty Period the Goods shall:
    1. be of satisfactory quality and within the meaning of the Sale of Goods Act 1979;
    2. be reasonably fit for the purpose as set out in the specification.
  3. The Company shall not be liable for a breach of any of the warranties in condition 2 unless:
    1. you give us written notice of the defect within 5 working days of the time when you discover or ought to have discovered the defect; and
    2. we are given a reasonable opportunity after receiving the notice of examining such Goods and you (if asked to do so by us) return such Goods to our place of business at our cost for the examination to take place there.
  4. The Company shall not be liable for a breach of any of the conditions in 2 if :
    1. you make any further use of such Goods after giving such notice; or
    2. the defect arises because you failed to follow our 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
    3. you alter or repair such Goods without our written consent.
  5. Subject to condition 3 and condition 4 if the Goods do not conform with any of the warranties we shall at our option, repair or replace the Goods (or the defective part) or refund the price of the Goods at the pro rata contract rate provided that, if we so request, you shall at our expense, return the Goods or the part of such Goods which is defective to us.
  6. If we comply with condition 5 we shall have no further liability for a breach of any of the warranties in condition 2 in respect of the Goods. In particular, we shall not be liable to you or any third party for loss of profit, loss of business, loss of use, loss of goodwill in each case whether direct, indirect or consequential or any claims for consequential compensation whatsoever which arises out of or in connection with this warranty. Nothing in this Warranty excludes our liability for death and personal injury caused by the Company's negligence or for fraud or fraudulent misrepresentation.
  7. The provisions of the Company's conditions of sale apply to this warranty.
  8. 'Lifetime warranty' shall mean 10 years from date of the contract.
  9. 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 this Warranty.
  10. This warranty is personal to you and shall not be capable of assignment without our prior written consent (such consent shall not be unreasonably withheld).
  11. The formation, existence, construction, performance, validity and all aspects of this Warranty shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

TERMS AND CONDITIONS OF BUSINESS
of
CLIP LIMITED