Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

These terms and conditions (“Terms”) apply to the purchase of Products from Formula Space Limited, a private limited company incorporated or registered in England and Wales with company number 13603571 whose registered office is at Synergy House, Canterbury Business Park, Partridge Drive, Bridge, Canterbury, Kent CT4 5DR.

References in these Terms to “the Company”, “we”, “us”, or “our” are to Formula Space Limited.

The Company trades under two separate brand names: (a) Formula Space; and (b) Signmark.  These Terms apply irrespective of which of these two brands you purchase Products from.

1. Definitions and Interpretation
   • In these Terms:

“Apparent Defects” means a defect which would be possible to be seen from the naked eye upon inspection;

“Contract” means the contract between the Company and you for the sale and purchase of the Products, consisting of these Terms, our Quote and your Order;

“Customer”, “you” or “your” means the person, firm or other legal entity that purchases the Products from the Company subject to these Terms;

“Deposit” means the deposit amount payable to the Company, as specified in a Quote;

“Force Majeure Event” has the meaning set out at clause 13.

“Order” means your order for the supply of Products, as set out in your purchase order form or your written acceptance of the Quote, as the case may be;

“Party” means the Company or Customer;

“Parties” means the Company and Customer;

“Products” means the products or goods (or any part of them) which you order from us via our catalogue or any other sales channel;

“Quote” means the document we issue to you setting out our quotation for provision to you of specified Products;

“Website” means the website at www.signmark.co.uk or the website at www.formula-space.com;

“Working Day” means any day excluding Saturdays, Sundays and bank and public holidays in England and Wales.

• Clause headings shall not affect the interpretation of the Contract.
• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
• A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
• Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• A reference to writing or written includes emails.

2. The Contract
   • In response to an enquiry from you we may provide you with a Quote, which shall be valid for 30 (thirty) calendar days from the date of issue and after which the Quote will automatically lapse unless we agree a longer period in writing.
   • Any Quotes provided by us and any Orders issued by you are not legally binding upon either Party. Any Order issued by you constitutes an offer by you to purchase Products in accordance with these Terms. A Contract shall come into existence and become legally binding on the Parties only when:
     • you issue an Order;
     • you pay to the Company the Deposit (where required); and
     • the Company provides to you written acceptance of your Order or acts in a manner which is consistent with fulfilling that Order.
   • Please note that we may refuse to accept an Order:
     • where the Products are not available;
     • where we cannot obtain authorisation for your payment;
     • if there has been a pricing or product description error; or
     • for any other reason at our sole discretion.
   • If you wish to modify any of the Products following commencement of the Contract, such modification can only take place if the Parties are able to agree in writing any adjustment to the price payable to the Company as a result of such modification. Any such modification shall also be subject to clause 21.
   • These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   • You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of yours that is inconsistent with these Terms.
3. Prices and Payment
   • The prices of the Products will be as set out in:
     • any Quote we may give you; or
     • if we do not give you a Quote, in the most recent version of our catalogue at the time you place your Order.
   • We reserve the right to increase the price of the Products by giving written notice to you at any time up to the date of delivery to reflect any increase in the cost of the Products which is due to:
     • any factor beyond our reasonable control (including without limitation foreign exchange fluctuation, increases in taxes and duties or increases in labour, materials and other manufacturing costs);
     • any request by you to change the delivery date(s), quantities of types of Goods ordered; or
     • any delay caused by your instructions to us or any failure by you to give us adequate or accurate information or instructions.
   • We will take all reasonable care to ensure that the prices of Products set out in our catalogue are correct. However, it is always possible that, despite our reasonable efforts, some of the Products in our catalogue may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
     • where the Product’s correct price is less than the price stated in our catalogue, we will make sure you are charged the lower price; and
     • subject to clause 4, if the Product’s correct price is higher than the price stated in our catalogue, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details we have for you, we will treat the order as cancelled and notify you in writing.
   • The provisions contained in clause 3.2 shall not affect our right to increase the price of the Products under clause 3.2 and you shall have no right to cancel an order as a result of a Product’s price being increased in the circumstances outlined at clause 3.2.
   • The price of a Product does not include delivery charges, which will be added to the total amount due. Our delivery charges can be found on the Website or in our catalogue. A copy of our delivery charges is available upon request.
   • Payment for the Products and all applicable delivery charges must be made in advance of your Order being delivered unless you have an account with the Company, in which case payment for the Products and all applicable delivery charges must be made in accordance with the payment terms we have agreed with you.
   • You shall pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Products.
   • In the event of non-payment or default in payment by the Customer in accordance with agreed terms, the Company shall be entitled without prejudice to any other right or remedy to charge interest to either an individual not a business or business, as set out in the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments, and add any reasonable legal fees and debt recovery charges in respect of all invoices which are not wholly paid by the due date.
   • The Customer shall not be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under these Terms at any time.
4. Our Products
   • The Products are described on the Website, in our catalogue and in our advertising materials. However, any samples, drawings, descriptive matter or advertising which we produce and any descriptions or illustrations contained on the Website or in our catalogue or in our advertising materials are produced for the sole purpose of giving you an approximate idea of the Products described. They shall not form part of the Contract and shall have no contractual force.
   • The packaging of the Products may vary from that shown on images on the Website, in our catalogue and in our advertising materials.
   • All Products shown on our Website, in our catalogue and in our advertising materials are subject to availability. We reserve the right to cancel your order if the Product you have ordered from us is not available.
   • Subject to clause 2, we will seek to adhere to any request by you to change the delivery date(s), quantities or types of Products ordered.
   • The Company will not be responsible or liable for any delay caused by your instructions or your failure to give us adequate or accurate instructions or information.
5. Branding Products
   • If you ask us to brand Products for you:
     • you are responsible for making sure that any branding you submit to us is accurate and complete; and
     • you will indemnify us against all liabilities, costs, expenses (including legal expenses), damages and losses incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights as a result of us branding the Products for you.

6. Warranty for the Products
   • Subject to clause 6.3 we warrant that on delivery, the Products shall:
     • conform in all material respects with their description;
     • be free from material defects in design, material and workmanship; and
     • be fit for any purpose specifically stated by us in writing to you.
   • Subject to clause 6.3, if:
     • you give us notice in writing within a reasonable time of discovery that some or all of the Products do not comply with any of the warranties set out in clause 6.1; and
     • we are given a reasonable opportunity of examining the Products; and
     • you (if we ask you to) return the Products to us at your cost,

then we will, at our option, repair or replace the defective Products or refund the price of the defective Products in full, in our absolute discretion.

• The warranty in clause 6.1 does not apply to any defect in the Products if:
  • the defect is an Apparent Defect which you failed to report to us in accordance with clause 12;
  • you make any further use of the Products after giving us notice of the defect;
  • it was caused by fair wear and tear;
  • it was caused by wilful damage, abnormal storage or working conditions, accident or negligence by you or by any third party;
  • it was caused by your failure to operate, store, commission, install, use or maintain the Products in accordance with the user instructions or good trade practice regarding the same;
  • it was caused by any alteration or repair by you or by a third party who is not one of our authorised repairers; or
  • it was caused by us applying any branding you submit to us to the Products.
• Except as provided in this clause 6, we shall have no liability to you in respect of the Products’ failure to comply with the warranty set out in clause 6.1.
• These Terms shall apply to any repaired or replacement Products which we supply to you.
• Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise (including without limitation sections 13 to 15 of the Sale of Goods Act 1979) is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes even where such purposes have been notified to us.

7. Delivery
   • If we have agreed to deliver the Products to you:
     • your Order will be fulfilled within a reasonable time of our receipt of it; and
     • we shall deliver the Products to the location set out in your Order or such other location as we may agree with you (“Delivery Location”).
   • If we have agreed that you will collect the Products from us, you must collect the Products from our premises or such other location as we may advise to you, within 5 (five) Working Days of us notifying you that the Products are ready for collection.
   • Delivery will be completed on the unloading of the Products at the Delivery Location or upon the loading of the Products when you collect them from us, depending upon what we have agreed.
   • Any dates quoted for the delivery of the Products are approximate only, and the time of delivery shall not be of the essence. We shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions relevant to the supply of the Products or by you failing to provide us with adequate access to your premises.
   • If we fail to deliver the Products, our liability shall be limited to the costs and expenses you incur in obtaining replacement products of a similar description and quality in the cheapest market available, less the price of the Products.
   • If we are not able to deliver the whole of your order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments, and each instalment shall be invoiced and paid for separately. We will not charge you extra delivery costs for this. However, if you ask us to deliver your order in instalments, we may charge you extra delivery costs. Each instalment shall be a separate Contract. If we are late delivering an instalment or if one instalment is faulty, that will not entitle you to cancel any other instalment.
   • If you fail to take or accept delivery of the Products when we tender them for delivery, then, except where such failure or delay is caused by an Unforeseen Event or our failure to comply with our obligations under the Contract:
     • delivery of the Products shall be deemed to have been completed at 09.00 on the day we tendered the Products for delivery; and
     • subject to clause 7.7 we will store the Products until delivery takes place, and charge you for all related costs and expenses (including insurance and any redelivery costs). the Contract or under any other contract between us without incurring any liability to you, and all outstanding sums in respect of Products delivered to you shall become immediately due.
   • We reserve the right to suspend deliveries to account Customers where you have not paid for the Products ordered and we have reasonable belief that an insolvency event may take place.
   • If, 30 (thirty) calendar days after the day on which we tendered the Products for delivery or collection, you have not taken or accepted delivery of them or collected them, we may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, and the costs of removing any branding applied at your request, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
   • You will not be entitled to reject the Products if we deliver up to and including 5% (five percent) more or less than the quantity of Products ordered, but a pro rata adjustment will be made to your invoice on receipt of notice from you that the wrong quantity of Products was delivered, subject to you providing us with evidence to our reasonable satisfaction of the over or under delivery

Inspection

• You must inspect the Products immediately upon their delivery or collection.
• You must notify us within 3 (three) Working Days of delivery or collection of the Products of any defects which a reasonable inspection of the Products would reveal as Apparent Defects.
• If you do not notify us of any Apparent Defects within 3 (three) Working Days of delivery of the Products, the Products shall be deemed not to have any Apparent Defects.
• You must notify us immediately if any Products we agree to deliver to you have not arrived 3 (three) Working Days after any date we have given you for delivery of the Products.

8. International Delivery
   • If you order Products for delivery outside the United Kingdom, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that the Company has no control over these charges and we cannot predict their amount.
   • You will be responsible for payment of all such import duties and taxes. Please contact your local customs office for further information before placing your Order.
   • You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such laws or regulations.
9. Risk and Title
   • The risk in the Products shall pass to you on completion of collection by you or on completion of delivery to you, your carrier or your nominee.
   • Title to the Products shall not pass to you until we have received payment in full (in cleared funds) for the Products and any other products that we have supplied to you.
   • Until title to the Products passes to you, you shall:
     • hold the Products on a fiduciary basis as our bailee;
     • store the Products separately from all other products you hold so that they remain readily identifiable as our property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
     • maintain the Products in satisfactory condition and keep them insured against all risks for their full price from delivery; and
     • give us such information relating to the Products as we may reasonably require, but you may resell or use the Products in the ordinary course of your business subject to these Terms.
   • If, before title to the Products passes to you, you become subject to any of the events listed in clauses 1.2 to 14.1.10 or we reasonably believe that any such event is about to happen and we notify you accordingly, then, provided that the Products have not been resold, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Products and, if you fail to do so promptly, enter your premises, or any other premises where the Products are stored, and recover the Products.
10. Liability
    • The Company only supplies the Products for internal use by your business, and you agree not to use the Products for any re-sale purposes without our prior written consent.
    • Nothing in these Terms limits or excludes either party’s liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
      • defective products under the Consumer Protection Act 1987; or
      • any other liability which cannot lawfully be limited or excluded.
    • Subject to clause 2:
      • the Company shall not in any circumstances be liable, whether in tort (including without limitation for breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or any special, indirect or consequential losses, even if foreseeable by or in the contemplation of the Company; and
      • the Company’s total liability in respect of each Contract shall not exceed the total amount paid to us under that Contract.

11. Confidentiality
    • “Confidential information” shall mean all information disclosed by one Party to the other orally, in writing or in electronic form relating to the Contract that is not in the public domain (except where disclosure is in the public domain due to a breach of this clause). It shall also include information, documents, drawings, reports or data the Company may acquire or generate under or in connection with the Contract.
    • Each Party shall treat all Confidential Information as secret and confidential and safeguard it accordingly and shall not disclose any Confidential Information to any third party without the prior written consent of the other Party, except to such extent as may be necessary for the performance of the Contract.
    • Neither Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    • This clause 11 shall survive termination of the Contract.
12. Data Protection

Each Party shall, at its own expense, ensure that it complies with and assists the other Party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a Party’s obligations arising from such requirements.

13. Force majeure

Neither Party shall be liable to the other nor held in breach of any Contract if either Party is prevented, hindered or delayed in the performance of its obligations under any Contract by any act of God, war, riot, strikes, lockouts or other industrial action by third parties, civil commotion, explosion, fire, radiation, accident, terrorism, government action, interruption in the supply of power, flood, epidemic or other circumstances beyond the control of the Parties which prevents a Party from, or hinders or delays a Party in, performing its obligations under this Contract (and which the application of due diligence and foresight could not have prevented) (“Force Majeure Event”).

14. Termination
    • Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
      • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of being notified in writing to do so;
      • you suspend, or threaten to suspend, payment of your debts, or you are unable to pay your debts as they fall due or your admit inability to pay your debts, or (where you are a company) you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (where you are an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (where you are a partnership) you have any partner to whom any of the foregoing apply;
      • you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or you make a proposal for or enter into any compromise or arrangement with your creditors other than (where you are a company) where these events take place for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or for your solvent reconstruction;
      • (where you are a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or for your solvent reconstruction;
      • (where you are an individual) you are the subject of a bankruptcy petition or order;
      • one of your creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 (fourteen) calendar days;
      • (where you are a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;
      • (where you are a company) a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over your assets or receiver is appointed over your assets;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of your business;
      • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
      • (where you are an individual) you die or, by reason of illness or incapacity (whether mental or physical), you are incapable of managing your own affairs or you become a patient under any mental health legislation.
    • Upon the termination of any Contract for any reason, you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
    • Termination of the Contract, however arising, shall not affect any of the Parties’ rights and remedies that have accrued as at termination , including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • 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.
15. Waiver

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

17. Notices
    • All notices required to be given under the Contract shall be in writing or email. Notices not sent by email shall be delivered by hand or sent by pre-paid first class recorded delivery post to our office at Synergy House, Canterbury Business Park, Partridge Drive, Bridge, Canterbury, Kent CT4 5DR (which address may be amended by notice in accordance with this clause). The address for service for any Customer will be that set out in the most recent Contract. Notices sent by post shall be deemed to have been received by the addressee 2 days after the day on which they were posted (excluding weekends and public holidays). Notices sent by email shall be deemed served on the same Working Day if sent before 18.00, or otherwise at 09.00 the next Working Day.
    • Any notice or communication sent by you to us via email under or in connection with any Contract shall only be valid if sent to us by e-mail to [email protected] or [email protected] (as appropriate).
18. Entire agreement
    • The Contract constitutes the entire agreement between the Parties and supersedes all previous agreements between the parties relating to its subject matter.
    • Each Party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
19. Assignment and Sub-Contracting
    • The Company shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.
    • You may not at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract without our prior written consent.
    • You confirm that you have authority to bind any business on whose behalf you order Products.
20. Relationship of the Parties

Nothing in any Contract shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in any Contract.

21. Variation

Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both Parties (or their authorised representatives).

22. Third party rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to any Contract and no person who is not a party to any Contract shall be entitled to enforce any of the provisions of any Contract pursuant to that Act.

23. Governing law and jurisdiction

The Contract is governed by, and is to be construed in accordance with, English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.