1. In these Conditions
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and Prism Signs;
“Contract” means the contract between the Customer and Prism Signs for the supply of Goods and/or Services by these Conditions;
“Customer” means the person whose order for Goods and/or Services is accepted by Prism Signs;
“Goods” means the goods which Prism Signs sells to the Customer under these Conditions, as set out in the Quotation;
“Order” means the Customer’s order for the supply of Goods and/or Services as accepted by Prism Signs;
“Order Confirmation” means Prism Signs acceptance of the Order, provided by Prism Signs to the Customer whether written or oral;
“Quotation” means the quotation for the Goods and Services provided to the Customer by Prism Signs whether written or oral;
“Services” means any services provided to the Customer (including all of them or any part of them) under these Conditions, as set out in the Quotation; and
“Prism Signs” means the Prism Signs business selling the Goods and/or Services, details of which are given in the Quotation and/or whose details have been provided to the Customer either in writing or orally.
**1.2** Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, reenacted, or extended at the relevant time.
**1.3** The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Making the Contract
**2.1** Each Order will be deemed to be an offer by the Customer to buy the Goods and/or Services by these Conditions. The contract is made when the Order is accepted by Prism Signs by the issue to the Customer of an Order Confirmation. The Contract will not be made until an Order Confirmation has been issued by Prism Signs or Prism Signs commences provision of the Goods and/or Services.
**2.2** Prism Signs may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods or Services shall arise until an Order Confirmation has been issued by Prism Signs or Prism Signs commences provision of the Goods and/or Services.
**2.3** The Contract is subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions and all previous oral or written representations made by Prism Signs, but subject to the provisions of Condition 2.4.
**2.4** No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Customer and Prism Signs.
**2.5** The Customer must ensure that the terms of the Quotation and any applicable specifications are complete and accurate. If the Customer wishes to amend any aspect of the information the Customer has given, it must contact Prism Signs immediately. Although Prism Signs will use reasonable endeavors to implement any such amendment that the Customer requests, Prism Signs cannot guarantee that it will be able to do so after the Order Confirmation has been issued. If such an amendment changes any other aspect of the Quotation (for example the price) and Prism Signs is able and willing to amend it, then Prism Signs will send the Customer a new Order Confirmation.
**2.6** All Quotations are invitations to treat only. They are not an offer to supply Goods or Services and are incapable of being accepted by the Customer. All Quotations are, unless agreed otherwise in writing, valid for 30 days only or until earlier acceptance by the Customer after which time they may be altered by Prism Signs without giving notice to the Customer.
**2.7** Any advice or recommendation given by Prism Signs or its employees or agents to the Customer or its employees or agents as to the storage, application, suitability, or fitness for purpose for the use of the Goods which is not confirmed in writing by Prism Signs is followed or acted upon entirely at the Customer’s own risk, and accordingly Prism Signs shall not be liable for any such advice or recommendations which are not so confirmed.
3. Provision of the Goods and Services
**3.1** The quantity, quality, and description of and any specification for the Goods and Services shall be those set out in the Quotation. It is the obligation of the Customer to check the structure to which the Goods are to be affixed, and to prepare surfaces to which the Goods may be applied so that in each case they are suitable for such affixing and application. The Customer acknowledges that following installation it is responsible for the inspection, maintenance, and repair of Goods supplied under the Contract.
**3.2** If the Goods are manufactured or any process is applied to the Goods by Prism Signs by a specification submitted by the Customer whether in writing or otherwise, the Customer shall indemnify Prism Signs against all loss, damages, costs, and expenses awarded against or incurred by Prism Signs in connection with or paid or agreed to be paid by Prism Signs in settlement of any claim for infringement of any patent, copyright, design, trademark (whether registered or not), or other industrial or intellectual property rights of any third party which results from Prism Signs’ use of any or all of the Customer’s specifications.
**3.3** Prism Signs reserves the right to make any changes in the specification of the Goods and/or Services which are required to conform with any applicable legal or regulatory requirements (including but not limited to safety requirements) or which do not materially affect their quality or performance.
**3.4** No Order which has been accepted by Prism Signs may be canceled by the Customer except with the agreement in writing of Prism Signs and on terms that the Customer shall indemnify Prism Signs in full against all loss (including loss of profit) costs (including the cost of all labor and materials used) damage charges and expenses incurred by Prism Signs as a result of cancellation.
**3.5** Where a Quotation is based upon information supplied by the Customer, the Customer is responsible for its accuracy, and any increased costs of supply resulting in any inaccuracy are the Customer’s responsibility.
**3.6** All samples, drawings, descriptions, specifications, illustrations, and advertising issued by Prism Signs or contained in any of Prism Signs’ catalogs or brochures or on any website connected with Prism Signs (together “Samples”) are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them. Due to the bespoke nature of the Goods and the materials used to produce them the finished Goods will likely differ from the samples. Samples do not form part of the Contract and the contract is not a sale by sample.
**3.7** At the request of the Customer and its cost, and the sole discretion of Prism Signs, Prism Signs may remove materials (including but not limited to old signage) from the premises of the Customer.
**3.8** Prism Signs requires the Customer, before the provision of the Goods and/or Services, to obtain any necessary consents and approval to:
**3.8.1** the installation and/or application of the Goods, including but not limited to any planning and/or landlord consents; and
**3.8.2** the use of any logo, trade mark, or design required for the Goods (including but not limited to the right to use the copyright and any other intellectual property rights in such logos, trademarks, and designs).
**3.9** All intellectual property rights (including but not limited to copyright) arising from the creation of Goods by Prism Signs shall remain the property of Prism Signs and the Customer shall not copy or reproduce the Goods without the prior written consent of Prism Signs.
4. Price of the Goods
**4.1** The price of the Goods and Services shall be the price set out in the Quotation or (where no price has been quoted or a quoted price is no longer valid) the price is calculated by Prism Signs from its normal price list from time to time.
**4.2** Prism Signs reserves the right to increase the price of the Goods and/or Services to cover:
**4.2.1** any increase in the cost to Prism Signs that is due to any factor beyond the control of Prism Signs (such as without limitation any foreign exchange fluctuation currency regulation, alteration of duties, significant increases in the costs of labor, materials, or other costs of manufacture);
**4.2.2** any change in delivery dates, quantities, or specification of the Goods and Services which are requested by the Customer;
**4.2.3** any delay caused by any instruction of the Customer or failure of the Customer to give Prism Signs adequate information or instructions;
**4.2.4** the costs of additional work carried out by Prism Signs to be able to perform the Services (including but not limited to the preparation of surfaces to which Goods are to be applied and the disposal of materials at the request of the Customer); or
**4.2.5** to comply with any requirements referred to in Conditions 2.5, 3.5, and 3.7.
**4.3** Except as otherwise expressly set out in the Contract all prices are given by Prism Signs exclusive of:
**4.3.1** Packaging and delivery of the Goods to the Customer’s premises; and
**4.3.2** any applicable value-added tax or other applicable sales tax or duty and such sums shall be added to the price.
5. Terms of Payment
**5.1** Subject to any special terms agreed in writing between the Customer and Prism Signs, Prism Signs shall be entitled to invoice the Customer for the price of the Goods and the Services on or at any time after delivery of the Goods and/or performance of the Services per Condition 6 unless the Customer fails to take delivery of the Goods and/or accept the performance of the Services, in which event Prism Signs shall be entitled to invoice the Customer for the price at any time after such notification or (as the case may be) Prism Signs has tendered delivery of the Goods and the Customer has failed to take delivery.
**5.2** Subject to Condition 5.3 below, the Customer shall pay the price of the Goods and/or the Services within no more than 30 days of the date of each invoice in full and clear funds to such bank account as nominated by Prism Signs from time to time. The time of payment of the price shall be the essence of the Contract. Payment receipts will only be issued on request by the Customer.
**5.3** If the Customer fails to make any payment due to Prism Signs under the Contract by the due date, then, without prejudice to any other right or remedy available to Prism Signs, Prism Signs shall be entitled to:
**5.3.1** Cancel the Contract or suspend further deliveries of Goods and/or provision of Services to the Customer by clause 8.2;
**5.3.2** appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any Contract between the Customer and Prism Signs) as Prism Signs think fit (notwithstanding any purported appropriation by the Customer); and
**5.3.3** Charge the Customer interest on the amount unpaid from the due date until payment of the unpaid amount, whether before or after judgment. Interest under this clause 5.3.3 will accrue each day at four percent per annum above Barclays Bank plc base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
**5.4** All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
6. Delivery
**6.1** Delivery of the Goods shall be made by the Customer collecting the Goods at Prism Signs’ premises at any time after Prism Signs has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Prism Signs (“Delivery Location”), by Prism Signs delivering the Goods to that Delivery Location subject to the Customer having paid extra for delivery by Condition 4.3.
**6.2** The Goods shall be deemed delivered:
**6.2.1** If collected by the Customer, when Prism Signs makes the Goods available for collection at Prism Signs premises; or
**6.2.2** If delivered by Prism Signs, on delivery of the Goods at the Delivery Location.
**6.3** Provision of the Services shall be made at the location notified by the Customer at any time after Prism Signs has notified the Customer that the Services are ready to be provided.
**6.4** Any dates quoted for delivery of the Goods and/or provision of the Services are approximate only, and Prism Signs shall not be liable for any delay in delivery of the Goods and/or provision of the Services howsoever caused. Time for delivery and/or provisions shall not be of the essence unless previously agreed in writing by Prism Signs. The Goods may be delivered and/or the Services provided to the Customer in advance of the quoted date upon giving reasonable notice to the Customer.
**6.5** Prism Signs shall not be liable for any delay in or failure of delivery caused by:
**6.5.1** the Customer’s failure to: (i) make the Delivery Location available, (ii) prepare the Delivery Location by Prism Signs’ instructions or as required for delivery, or (iii) provide Prism Signs with adequate instructions for delivery or otherwise relating to the Goods;
**6.5.2** The Customer’s failure to collect the Goods from Prism Signs premises; or
**6.5.3** an event that is beyond Prism Signs’ reasonable control by Condition 8.9.
**6.6** If the Customer fails to take delivery of the Goods or accept the provision of the Services or fails to give Prism Signs adequate delivery instructions at the time stated for delivery (otherwise than because of any cause beyond the Customer’s reasonable control or because of Prism Signs’ fault) then without prejudice to any other right or remedy available to Prism Signs may:
**6.6.1** Store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
**6.6.2** Where reasonably possible, sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
**6.7** Prism Signs may deliver the Goods in separate installments and perform any Services in stages. Each separate installment or stage will be invoiced and paid for by the provisions of the Contract.
**6.8** Any delay in performance or defect in an installment shall not entitle the Customer to cancel any other installment.
7. Risk and Property
**7.1** Risk of damage to or loss of the Goods shall pass to the Customer:
**7.1.1** In the case of Goods to be delivered at Prism Signs’ premises at the time when Prism Signs notifies the Customer that the Goods are available for collection; or
**7.1.2** in the case of the Goods to be delivered otherwise than at Prism Signs’ premises at the time of delivery to such premises or, if the Customer fails to take delivery of the Goods, from the time when Prism Signs has tendered delivery of the Goods.
**7.2** Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions ownership of the Goods shall not pass to the Customer until Prism Signs has received in cash or cleared funds payment in full of the price of the Goods and all other Goods and Services for which payment is due from Prism Signs.
**7.3** Until ownership of the Goods passes to the Customer, the Customer shall hold the Goods as Prism Signs’ fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected, and insured, and identified as Prism Signs’ property.
**7.4** The Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to Prism Signs for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties, and in the case of tangible proceeds, properly stored, protected, and insured.
**7.5** Until ownership in the Goods passes to the Customer (provided the Goods are still in existence and have not been resold), Prism Signs shall be entitled at any time to require the Customer to deliver the Goods to Prism Signs, and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
**7.6** The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Prism Signs, but if the Customer does so, all monies owing by the Customer to Prism Signs shall (without prejudice to any other right or remedy of Prism Signs) forthwith become due and payable.
8. Termination
**8.1** Without limiting its other rights or remedies, Prism Signs may terminate this Contract with immediate effect by giving written notice to the Customer if:
**8.1.1** The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
**8.1.2** The Customer takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than about a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business;
**8.1.3** The Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or
**8.1.4** The customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
**8.2** Without limiting its other rights or remedies, Prism Signs may suspend the provision of the Goods and/or Services under the Contract or any other contract between the Customer and Prism Signs if the Customer becomes subject to any of the events listed in Clause 8.1.1 to Clause 8.1.4, or Prism Signs reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
**8.3** Without limiting its other rights or remedies, Prism Signs may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
**8.4** On termination of the Contract for any reason, the Customer shall immediately pay to Prism Signs all of Prism Signs’ outstanding unpaid invoices and interest and, in respect of Goods produced and/or Services supplied but for which no invoice has been submitted, Prism Signs shall submit an invoice, which shall be payable by the Customer immediately on receipt.
**8.5** Termination of the Contract, however arising, shall not affect any of the party’s rights and remedies that have accrued as of termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
**8.6** Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the contract shall remain in full force and effect.
9. Warranties, Liabilities, and Indemnity
**9.1** Prism Signs warrants that for 12 months from the date of delivery of Goods and from the date of provision of Services, (“Warranty Period”), the Goods and Services shall:
**9.1.1** Conform in all material respects to the agreed specification;
**9.1.2** Be free from material defects in design, material, and workmanship;
**9.1.3** about Goods only, be of satisfactory quality;
**9.1.4** about Services only, be supplied with reasonable care and skill; and
**9.1.5** be fit for purpose and any specific purpose held out by Prism Signs.
**9.2** During the Warranty Period, Prism Signs will, in respect of Goods and/or Services which are proved to not comply with Condition 9.1, repair or, at its option, replace such Goods, and/or re-perform or, at its option, refund the price of such Services. This obligation will not apply where:
**9.2.1** The Customer has improperly used the Goods in any way whatsoever, or the Goods have been subjected to wear and tear, misuse, unauthorized repair, damage, negligence, adverse weather conditions, and/or alteration;
**9.2.2** The customer has not complied with any instructions provided by Prism Signs, including instructions relating to the preparation of the surfaces and areas to which the Goods are applied, and/or such surfaces or areas have been subjected to previous workmanship by third parties and/or contain latent defects;
**9.2.3** Damage, discoloration, or failure to paint surfaces have occurred through no fault of Prism Signs;
**9.2.4** Any failure of the Goods to comply with condition 9.1 is caused by Prism Signs following any specification or requirement of the Customer;
**9.2.5** The Customer has not complied with any instructions as to the use and care of the Goods in all respects; or
**9.2.6** The Customer has failed to notify Prism Signs of any problem or suspected problem within 2 days of the provision of the Services and/or supply of the Goods.
**9.3** Any repaired or replacement Goods or re-performed Services will be liable for repair or replacement (or re-provision or, at Prism Signs’ option, refund) under the terms specified in Condition 9.2 for the unexpired portion of the 12 months from the original date of delivery of the replaced Goods or the original date of provision of the re-performed Services.
**9.4** The above warranty does not extend to parts, materials, or equipment not manufactured by Prism Signs, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Prism Signs.
**9.5** Prism Signs accepts liability for personal injury or death caused by the negligence of Prism Signs or its employees (acting within the course of their employment or duties and the scope of their authority) and for any other matter for which it would be illegal to exclude or attempt to limit or exclude its liability.
**9.6** Except as provided in Condition 9.5, Prism Signs will not be liable to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution, or otherwise) for any damage or any indirect or consequential loss (including, but not limited to, pure economic loss, loss of profits, loss of business, depletion of goodwill, and like loss) howsoever caused arising out of or in connection with:
**9.6.1** any breach by Prism Signs of any of the express or implied terms of the Contract;
**9.6.2** any of the Goods and/or Services (including but not limited to any use made by the Customer of any Goods or of any product incorporating any of the Goods), or the manufacture or sale or supply, or failure or delay in supply, of the Goods and/or Services by Prism Signs or on the part of Prism Signs’ employees, agents, or sub-contractors; or
**9.6.3** any non-fraudulent statement made or not made, or advice given or not given, by or on behalf of Prism Signs.
**9.7** Except as set out in Condition 9.5, Prism Signs’s total liability shall not exceed a sum equal to the price paid by the Customer under the Contract.
**9.8** The Customer acknowledges that the above provisions of this Condition 9 are reasonable and reflected in the price which may be higher without
those provisions and the Customer will accept such risk and/or insure accordingly.
**9.9** Prism Signs shall not be liable to the Customer or be deemed to be in breach of the Contract because of any delay in performing or any failure to perform any of Prism Signs’ obligations about the Goods and/or Services if the delay or failure was due to any cause beyond Prism Signs’ reasonable control. Without prejudice to the generality of the foregoing, causes beyond Prism Signs’ reasonable control shall include (but not be limited to) the following:
**9.9.1** act of God, storm, explosion, flood, tempest, fire, or accident;
**9.9.2** war (or threat of war), riot, civil commotion, or malicious damage;
**9.9.3** Compliance with any law or governmental order, rule, regulation, or direction;
**9.9.4** import or export regulations or embargoes;
**9.9.5** strike, lock-out, or other industrial actions or trade dispute (whether involving employees or Prism Signs or a third party);
**9.9.6** failure of a utility service or transport network;
**9.9.7** difficulties in obtaining raw materials, labor, fuel, parts, or machinery;
**9.9.8** Power failure or breakdown of plant or machinery;
**9.9.9** default of suppliers or sub-contractors; and
**9.9.10** Epidemic or pandemic.
**9.10** The Customer agrees to indemnify, keep indemnified, and hold harmless Prism Signs from and against all direct, indirect, or consequential loss (all three of which terms include, but are not limited to, loss of profits, loss of business, depletion of goodwill and like loss), costs, expenses, liabilities, injuries, damages, claims, demands, proceedings, or legal costs and judgments which Prism Signs incurs or suffers as a consequence of direct or indirect breach or negligent performance or failure in performance by the Customer of any of the terms of the Contract, including in particular (but not limited to) the Customer’s ongoing obligations under Condition 3.1.
10. Data Protection
**10.1** By placing an Order, the Customer allows Prism Signs to use the Customer’s details to supply the Goods and perform the Services. Any personal information that the Customer provides to Prism Signs will be dealt with in line with Prism Signs Privacy Policy, which explains what personal information Prism Signs collects, how and why Prism Signs collects, stores, uses, and shares such information, the Customer’s rights about its personal information and how to contact Prism Signs and supervisory authorities if the Customer has a query or complaint about the use of its personal information.
11.1 Notice
**11.1.1** Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and shall be:
- a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), or such other address may be at the relevant time have been notified under this provision giving the notice; or
- b) sent by email to the following addresses (or an address substituted in writing by the party to be served):
Prism Signs: Sales@ebanisigns.com and the email address that was used to issue/send the Quotation. Customer: to the email address where the Quote was sent.
**11.1.2** Any notice shall be deemed to have been received:
- a) if delivered by hand, at the time the notice is left at the proper address; or
- b) if sent by first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
**11.1.3** This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
**11.2** Prism Signs may transfer, assign, hold on trust, license, or sub-contract all or any part of its rights or obligations under any Contract.
**11.3** Every Contract is personal to the Customer and the Customer may not transfer all or any of its rights or obligations under any Contract without the prior written consent of Prism Signs.
**11.4** Neither party intends that any of the terms of the Contract will be enforceable by the Contracts (Rights of Third Parties) Act 1999 by any person, not a party to it, save that Prism Signs Limited shall be entitled to enforce any provision of the Contract.
**11.5** No waiver by Prism Signs of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any provisions.
**11.6** If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
**11.7** Any dispute arising under or in connection with these Conditions and any Contract shall be governed by and construed in all respects by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
**Use of Images and References to Completed Work:**
Prism may, at its sole discretion, use images of completed work and/or refer to the Client in Prism Signs’ portfolio and any other marketing materials, including but not limited to press releases, brochures, flyers, signs, and vendor marketing materials promoting Prism Signs and its services.
Additional Terms, Conditions, and Warranty Disclaimer:
The Client acknowledges that the Client has read, understands, and hereby agrees and accepts the prices, fees, charges, use of images, specifications, and conditions stated herein and authorizes Prism Signs to perform all work as specified. The Client acknowledges that he/she has also been presented with, has read, and understands the color matching criteria and has selected the appropriate method for the design. The Client understands that Prism Signs cannot guarantee the quality of any artwork that is not set up by Prism Signs. By accepting our proposal and estimate for work to be performed and activating the job order, the Client agrees to the terms stated above.