1.1 Unless expressly agreed in writing all the Goods are sold subject to the following terms and conditions to the exclusion of any conditions of the Purchaser whatsoever and no agent or representative of the Company has any authority to vary or omit these terms and conditions or any part of them.
1.2 Orders may be made by any of the methods described in the Marketing Literature. The Company reserves the right to refuse an Order, in whole or in part.
1.3 Any errors or omissions in the Marketing Literature or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.1 Prices and cost of carriage are as shown in the Marketing Literature of the Company. Please note that prices displayed on the First Call Signs website online shop are valid for online purchases only and are subject to change without notice. All other orders not placed through the online shop will be charged at our regular prices.
2.2 Where the Goods are designed to the Purchaser's specifications, prices will be as quoted by the Company and will be open for acceptance for a period of 30 (thirty) days from the date noted on the quotation, after which they may be subject to change.
2.3 The Company reserves the right, by giving notice in Writing to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in cost to the Company which is due to factors beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure by the Purchaser to give the Company adequate information or instructions. Under these circumstances, the Purchaser will be notified of the increased price and will be given the option of reconfirming the Order at the new price or cancelling the Order.
3.1 Delivery times are as set out in the Marketing Literature. The Company will use its reasonable commercial endeavours to deliver within the time limits stated but time shall not be of the essence.
3.2 All force majeure events such as war, civil strife, lack of energy or raw materials, sabotage, strikes, legitimate lockouts, and all other interruptions of operations beyond the Company's reasonable control or intervention of civil authorities shall relieve the Company of its obligation to deliver the Goods while these conditions prevail. Should such an occurrence last for more than 6 (six) weeks either party shall be entitled to cancel the Order without further notice without incurring any liability for loss or damage arising therefrom.
3.3 Failure to deliver on the date stated will not be sufficient cause for cancellation and the Company will not be liable for any losses, costs, damages or expenses consequential or otherwise suffered by the Purchaser by reason of late delivery.
3.4 Where delivery is made in instalments, delay in delivering one or more instalments shall not entitle the Purchaser to refuse to accept any remaining instalments.
3.5 The Purchaser shall not refuse to accept delivery of any consignment or instalment on account of any shortage or defect in any other delivery.
3.6 If the Purchaser fails to take delivery of the Goods or fails to give the Company adequate instructions as to delivery then the Company may either store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage or sell the Goods at the best price readily obtainable (after deducting all reasonable storage and selling expenses) and charge the Purchaser for any shortfall.
4. Terms of Payment by the Purchaser
4.1 Details about methods of payment are provided in the Marketing Literature. All payments must be made without deduction of any kind.
4.2 The Company may, at its absolute discretion, open a credit account with Purchasers. However, the Company reserves the right to refuse to do so and to ask for all Goods to be paid for in advance.
4.3 Purchasers of Goods over the value of £250 for credit may be subject to a credit check by the Company.
4.4 Unless otherwise agreed in writing, all payments shall be made in full not later than 30 (thirty) days from the date of invoice.
4.5 If the Purchaser fails to make payment on the due date then the Company shall be entitled without prejudice to any of its rights under these conditions to charge interest on the then outstanding amount at the rate of 1.5% (one and a half per centum) per month or part of a month until the date of actual payment after as well as before any judgement.
4.6 The Purchaser will pay all costs and expenses, including without limitation, legal and other debt collection expenses incurred by the Company in recovering and attempting to recover all or any amounts due to the Company from the Purchaser.
4.7 If circumstances become known to the Company which cause it to believe that the Purchaser may default in on its credit account then the Company shall be entitled:
4.7.1 to suspend delivery of Goods to the Purchaser until the Company has been provided with adequate security. Should the Purchaser fail to meet a written demand for security within a reasonable period, the Company will be entitled to rescind outstanding Orders and the Purchaser shall have no entitlement to claim damages. Any periods for the delivery of Goods shall be extended accordingly;
4.7.2 to make deliveries against pro-forma invoice or cash on delivery;
4.7.3 if delivery has been made and notwithstanding paragraph 4.1, to demand immediate payment of invoices outstanding (but not due) at that time.
5. Title and Risk
5.1 Risk in the Goods shall pass to the Purchaser on delivery and the Purchaser is responsible for insuring the Goods from that time.
5.2 Notwithstanding clause 5.1 title in the Goods shall remain with the Company until payment in full has been received by the Company in respect of:
5.2.1 the Goods;
5.2.2 any other deliveries of Goods by the Company to the Purchaser;
5.2.3 any monies due from the Purchaser to the Company on any account.
5.3 Until title in the Goods passes to the Purchaser under sub-clause 5.2 the Purchaser shall:
5.3.1 be a bailee of the Goods;
5.3.2 keep the Goods separately and readily identifiable as the property of the Company.
5.4 Notwithstanding the above clauses the Purchaser may as principal in the ordinary course of its business sell the Goods by bona fide sale at full market value.
5.5 Any resale by the Purchaser of Goods in which the title has not passed to the Purchaser shall be treated as if made by the Purchaser as agent for the Company.
5.6.1 If Goods in which ownership has not passed to the Purchaser are fixed on or incorporated into other goods the title in those other goods shall be held on trust by the Purchaser for the Company to the full extent of the sums recoverable by the Company under sub-clause 5.2.
5.6.2 The Purchaser shall keep any proceeds of sale of the Goods in a separate account but in any event the Company shall have the right to trace such proceeds.
5.7 The Purchaser assigns to the Company all rights and claims the Company may have against its own customers and others in respect of Goods specified in clause 5.5 and sub-clause 5.6.1.
5.8 At any time prior to title in Goods passing to the Purchaser (whether or not any payment is then overdue or the Purchaser is otherwise in breach of any obligation of the Company) the Company may (without prejudice to any other of its rights):
5.8.1 require immediate delivery up to it of all or any part of the Goods and, if the Purchaser fails to do so;
5.8.2 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) and repossess the Goods; and
5.8.3 immediately terminate the Purchaser's authority to resell or use the Goods by written notice to the Purchaser.
5.9 The Purchaser's authority to resell shall automatically terminate without notice if the Purchaser enters into any formal insolvency procedure or if there are steps taken (whether by the Purchaser or some other person) to do so.
5.10 The Company may at any time appropriate to such indebtedness as it thinks fit sums received from the Purchaser notwithstanding any purported appropriation by the Purchaser.
5.11 Each clause and sub-clause of this clause is separate, severable and distinct.
6. Shortages, Incomplete Orders and Non-Delivery
6.1 No claims for shortages or for non-delivery or for incomplete orders may be made unless the Company is notified within 7 (seven) working days of receipt of the Goods and in the absence of such notification the Purchaser shall be deemed to have accepted the Goods.
6.2 If the Purchaser gives appropriate notice as mentioned above, the warranty rights of the Purchaser shall remain unaffected
7. Return of Goods
7.1 Except in the case of custom made Goods, the Purchaser may return the Goods within 30 days of Order and the Company will refund the price of the Goods after deducting, in certain cases, a re-stocking charge and any collection charges.
7.2 In order to benefit from 7.1 above, the Purchaser must correctly following the Company's returns policy set out in 7.3 below.
7.3 The Purchaser must contact the Company's Customer Services Team on 0800 652 6270 and obtain a returns reference. All returned Goods must be securely packaged and the Purchaser shall be liable for any damage or losses due to inadequate packaging of returned Goods. The Goods must be received in resaleable condition for credit or refund to be considered.
7.4 In the case of custom made Goods, then Orders may only be cancelled or Goods returned with the agreement in writing of the Company and on terms that the Purchaser shall indemnify the Company against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation or return.
8. Warranty and Limitation of Liability
8.1 The Company warrants that for a period of 12 (twelve) months from delivery, the Goods will be:
8.1.1 of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Company or made known to the Company in Writing at the time an Order is placed;
8.1.2 free from defects in design, material and workmanship; and
8.1.3 comply with any description or specification supplied by the Company (or by the Purchaser, if the Goods are custom made).
8.2 The above warranty is given by the Company subject to the following conditions;
8.2.1 the Company shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, negligence on the Purchaser's part, abnormal working conditions, failure to follow the Company's instructions (whether oral or in Writing) misuse or alteration or repair of the Goods without the Company's approval;
8.2.2 in the case of custom made Goods, the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Purchaser.
8.3 Save as provided in this clause 8 and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are hereby excluded, and the Company shall not be liable for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in the Goods supplied by the Company, and whether such defects or deficiencies are caused by the negligence of the Company or its servants or agents or otherwise.
8.4 The Company agrees to make good by replacement or repair defects which arise solely from faulty materials or workmanship within a period of 12 (twelve) months of delivery, provided that the Company is immediately notified in Writing of the defect and (if required) the Goods are promptly returned to the Company carriage paid.
8.5 The Company does not exclude its liability for death or personal injury caused by the Company's negligence.
8.6 This clause shall not deprive a Purchaser dealing as a consumer pursuant to Section 12 of the Unfair Contract Terms Act 1977 of his statutory rights.
8.7 Without prejudice to sub-clauses 8.5 and 8.6 above the amount of any damages recoverable by the Purchaser from the Company for breach of contract or negligence shall be limited to the invoice price of the Goods.
9. Termination by Company
The Company shall be entitled to cancel any Order forthwith without prejudice to its own rights accrued at the date of such termination and to recover damages in the event of any breach by the Purchaser of its obligations hereunder or if the Purchaser shall be adjudged bankrupt or has a receiving order against it, or being a company, has a petition for an administration order or winding up order presented against it, or if any administrator, administrative receiver or receiver is appointed of the whole or any part of its assets or undertaking or a winding-up order is made against the Purchaser or the Purchaser goes into voluntary liquidation (other than for the purpose of reconstruction or amalgamation) or, (in either case) if the Purchaser calls a meeting or makes arrangement or composition with creditors or allows execution or distress to be levied against its goods.
10. Intellectual Property
The Company reserves all trade mark rights, patent rights, copyrights, registered designs, unregistered design rights and all other intellectual property rights embodied in the Goods and in any plans, quotations, drawings, samples or in any other technical documentation of the Company. These items shall neither be copied, reproduced nor made available to any third parties without the Company's prior written authority.
The contents and design of the Marketing Literature are the copyright of the Company ALL RIGHTS RESERVED.
11. Governing Law
The contract shall be governed by and construed in accordance with English Law and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.
12. Data Protection Act 1998
12.1 The Company is registered under the Data Protection Act 1998.
12.2 The Company may consult or register information about the Purchaser and the conduct of the Purchaser's account with a licensed credit reference agency. The Company may also consult a licensed credit agency about any credit information that they hold on the Purchaser, or the Purchaser's principal directors. The Company will keep a record of that search either on computer or on manual records.
12.3 As part of its marketing policy the Company may send to the Purchaser from time to time details of its products and services. If the Purchaser does not wish to receive these details then please contact First Call Signs Limited Ormside Way, Redhill, Surrey, RH1 2LG Tel: 0800 652 6270 or email sales@First Call Signs.co.uk.
13. Export Terms
13.1 If the Goods are exported, the Purchaser 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 on them.
13.2 Unless otherwise agreed in writing between the Company or the Purchaser, the Goods shall be delivered fob the air or sea port of shipment and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.