Terms and Conditions

Urban Storm Limited Standard Terms and Conditions for the Supply of Goods and Services

1. DEFINITIONS

a. “Company” means Urban Storm Limited, incorporated in England whose registered office address is: 4th Floor, 6-10 Lexington Street, London W1F 0LB.
b. “Goods” means an article or articles that are furnished by the Company to the Purchaser.
c. “Services” means the services to be provided by the Company pursuant to the Contract.
d. “Contract” means any contract between the Company and the Purchaser for the sale of Goods and/or the supply of Services.
e. “Purchaser” means a person who buys or agrees to buy Goods or Services from the Company.

2. APPLICATION OF TERMS

a. Subject to any variation under condition 2b the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply in any purchase order, confirmation order, specification or other document).
b. These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company that is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
c. Each order or acceptance of a quotation for Goods and/or Services by the Purchaser from the Company shall be deemed to be an offer by the Purchaser to buy Goods and/or Services subject to these conditions. No order placed by the Purchaser shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods and/or provides the Services to the Purchaser. Any quotation is valid for a period of 90 days only from its date, provided that the Company has not previously withdrawn it.

3. Intellectual Property Rights (IPRs)

a. The Company’s display apparatus, comprising frames and posters, are protected by IPRs, including patents and applications for patents. No rights are granted to the Purchaser in respect of such IPRs save that a Contract for the sale of frames and posters shall allow the Purchaser to use the combination of frame and poster supplied by the Company. In particular, and for the avoidance of doubt, no rights are granted to the Purchaser to use posters supplied by unauthorised third parties with the frames supplied by the Company. For details of the Company’s IPRs and authorised suppliers, please see www.urbanstorm.co.uk/intellectual-property-notice.

4. ACCURACY OF DESCRIPTION OF GOODS AND SERVICES

a. The description and specification of the Goods and Services shall be as set out in the Company’s quotation or acknowledgement of order.
b. 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 and/or Services described in them and they shall not form part of the Contract.

5. DELIVERY

a. Any time or date stated for delivery of Goods or Services is given and intended as an estimate only. Time for delivery shall not be of the essence but shall be within a reasonable time.
b. Subject to the other provisions of these conditions, the Company shall not be liable for any direct, indirect or any consequential loss (all three of which terms include, without limitation, pure economic loss) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or the provision of the Services (even if caused by the Company’s negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 180 days.
c. Unless otherwise agreed in writing by the Company delivery shall take place at the location specified in the invoice and shall be deemed to take place upon the occurrence of the physical delivery of Goods to the Purchaser (or his agent), or the completion of performance of Services for the Purchaser.
d. Any liability of the Company for (i) non-delivery of the Goods and/or Services; or (ii) Goods damaged in transit or inadequate performance of Services shall be limited to replacing the Goods and/or Services within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised against such Goods and/or Services.
e. The Company shall not be liable for any claims for (i) non-delivery or non-performance of Services or (ii) Goods damaged in transit or inadequate performance of Services unless the Purchaser gives written notice to the Company within 7 days of the date estimated for delivery in the invoice or delivery of the Goods and Services as appropriate.
f. The Company shall be entitled to make partial deliveries or deliveries by instalments. Each instalment shall be a separate agreement to which all the provisions of these Conditions shall apply and no cancellation or termination of any one Contract relating to any instalment shall entitle the Purchaser to repudiate or cancel any other Contract or instalment.

6. QUALITY OF GOODS

a. The Company warrants that: (i) all frames supplied by the Company shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and reasonably fit for displaying posters for a period of 36 months from the date of delivery; and (ii) all posters supplied by the Company shall be resistant to UV fading for a period of 6 months from the date of delivery, subject to the other provisions of these conditions.
b. The Company shall not be liable for a breach of any of the warranties in conditions 6a unless the Purchaser (i) purchases all of its posters for use in the Company’s frames from the Company and/or one of its authorised licensees and (ii) gives written notice of the defect to the Company within the relevant warranty period.
c. Subject to condition 6b, if any of the Goods do not conform with the warranties in condition 6a, the Company shall at its option repair or replace such goods (or the defective parts) or refund the price of such goods at the pro-rata Contract rate.
d. If the Company complies with condition 4c it shall have no further liability for breach of the warranties in condition 4a in respect of such Goods.
e. Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on the terms outlined above for the unexpired portion of the 36 or 6 month warranty period as appropriate.

7. DELAYS IN PERFORMANCE

a. If the Company shall be unable through circumstances beyond its control (including, without limitation, lack of access to the premises of the Purchaser, in order to install Goods or perform Services) after notification to the Purchaser or its agent that the Goods or Services are ready for delivery or performance, the Purchaser shall be liable for all resulting additional costs incurred by the Company which shall include, but not be limited to, lost earnings due to rescheduling the performance of Services and additional storage costs.

8. PRICE AND EXPENSES

a. Unless otherwise agreed by the Company in writing, the price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage, insurance and installation.
b. The Purchaser agrees to reimburse the Company for reasonable travel and subsistence expenses incurred by its employees, servants and agents in the course of performing Services under the Contract.

9. PAYMENT

a. Subject to condition 9b, payment of the price for the Goods and/or Services is due in pounds sterling, 30 days from the date of the Company’s invoice. Time for payment shall be of the essence. No payment shall be deemed to have been received until the Company has received cleared funds.
b. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
c. The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Purchaser.
d. If the Purchaser fails to pay the Company any sum due pursuant to the Contract, the Purchaser shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of NatWest Bank, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

10. RISK AND PASSING OF PROPERTY

a. The Goods shall be at the Purchaser’s risk from the time at which delivery is deemed to take place under condition 5.
b. Ownership of the Goods shall remain in the Company until full payment has been received by the Company for all Goods and Services supplied under this or any other contract with the Purchaser.
c. The Company shall be entitled to recover payment for the Goods and any related Services notwithstanding that ownership of any of the Goods has not passed from the Company.
d. Until ownership of the Goods passes to the Purchaser (i) the Purchaser shall hold the Goods as the Company’s fiduciary agent and (ii) the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and if the Purchaser fails to do so immediately to enter upon any premises of the Purchaser where the Goods are stored or the Company has reasonable grounds to think they may be stored for the purposes of repossessing the Goods.
e. The Purchaser shall not pledge or in anyway charge by way of security for any indebtedness any of the Goods which remain the property of the Company.
f. On termination of the Contract, however caused, the Company’s (but not the Purchaser’s) rights contained in this condition shall remain in effect.

11. LIMITATION OF LIABILITY

a. Subject to conditions 5 and 6, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of (i) any breach of these conditions; (ii) any use made of any of the Goods and/or Services; and (iii) any representation, statement or tortious act or omission including negligence arising or in connection with the Contract.
b. 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 the Contract.
c. Nothing in these conditions excludes or limits the liability of the Company: (i) for death or personal injury caused by the Company’s negligence; (ii) under Section 2 (3), Consumer Protection Act 1987; (iii) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or (iv) for fraud or fraudulent misrepresentation.
d. Subject to conditions 11a and 11b the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price.

12. ASSIGNMENT AND SUB-CONTRACTS

a. The Company may assign the Contract or any part of it to any person, firm or company.
b. The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
c. The Company reserves the right to subcontract the performance of the Contract or any part thereof.

13. CONFIDENTIALITY

a. The Company and the Purchaser shall keep confidential and shall not without the prior written consent of the other disclose to any third party any technical or commercial information which either has acquired from the other as a result of discussions, negotiations and other communications between them relating to Goods, the provision of Services and/or the Contract.

14. LICENCES , DUTIES, ETC

a. Unless otherwise stated, the obtaining of any necessary export an import licences in respect of the Goods is the sole responsibility of the Purchaser and the Company shall be under no liability whatsoever to the Purchaser in respect of Goods exported without the necessary export and/or import licences.

15. FORCE MAJEURE

a. If the Company is prevented or delayed (directly or indirectly) from making delivery of Goods or Services or any part thereof or from otherwise performing the Contract by reason of any cause outside its reasonable control, including but not limited to fire, theft, breakdown of any machine or transmission link, delay in delivery to the Company of any goods, services or materials, it shall be under no liability whatsoever to the Purchaser, and shall be entitled at its option either to cancel the Contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented.

16. GENERAL

a. Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and 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.
b. If any provision of the Contract is found by any court, tribunal or administrative body of a competent jurisdiction to be wholly or partly illegal, invalid, void, avoidable, unenforceable or unreasonable it shall to that extent be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
c. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Purchaser shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the terms of the Contract.
d. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
e. The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.