Terms & Conditions

Section A – General Terms (Signal Group Ltd)

1. Definitions

In this Contract, the following terms shall have the meanings set out below:

• “Company” means Signal Group Ltd, a company registered in England and Wales with company number [Company Number] and its registered office at [Registered Office Address].
• “Customer” means the person, firm, or company purchasing Goods or Services from the Company.
• “Contract” means the agreement between the Company and the Customer, comprising these General Terms, any applicable Schedules, and any Special Terms agreed in writing.
• “Goods” means any equipment or parts supplied by the Company.
• “Services” means any installation, commissioning, maintenance, training, or other site services provided by the Company.
• “Software” means any software programs, in object code form, supplied by the Company, including any related documentation, updates, and upgrades.
• “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
• “Confidential Information” means all information of a confidential nature (however recorded or preserved) disclosed by a party or its employees, officers, representatives, or advisers (together, its “Representatives”) to the other party and that party’s Representatives, including but not limited to:
  • the terms of the Contract;
  • any information that would be regarded as confidential by a reasonable business person relating to:
    • the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
    • the operations, processes, product information, know-how, designs, trade secrets, or software of the disclosing party.

2. Scope of Terms

These General Terms apply to all contracts for the supply of Goods and/or Services by the Company. In the event of any conflict between the documents that constitute the Contract, the following order of precedence shall apply:

1. Special Terms agreed in writing by an authorised representative of the Company;
2. The relevant Schedule(s);
3. These General Terms.

3. Orders and Quotations

1. Quotations issued by the Company are not an offer to supply Goods or Services and are valid for a period of 30 days from the date of issue, unless otherwise stated.
2. Each order for Goods or Services by the Customer shall be deemed to be an offer by the Customer to purchase the Goods or Services subject to the Contract. No order shall be binding on the Company until it is accepted in writing by the Company.
3. No terms or conditions endorsed upon, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification, or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

4. Prices and Taxes

1. All prices are quoted in sterling (GBP), exclusive of Value Added Tax (VAT), any other applicable sales taxes, and any import or export duties.
2. The Company reserves the right to adjust prices to reflect any increase in the cost of the Goods or Services that is due to:

• • any factor beyond the Company’s control, including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs;
  • any request by the Customer to change the delivery date(s), quantities, or types of Goods or Services ordered;
  • any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.

5. Payment

1. For Customers in the United Kingdom, payment shall be made within 30 days of the date of the invoice, unless otherwise agreed in writing.
2. For Customers outside the United Kingdom, payment shall be made in advance of shipment, unless otherwise agreed in writing.
3. The Customer shall make all payments due under the Contract without any deduction, withholding, or set-off.
4. If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then, without limiting the Company’s remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

6. Delivery, Risk and Title

1. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Customer’s failure to provide the Company with adequate delivery instructions.
2. Risk in the Goods shall pass to the Customer on completion of delivery.
3. Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Goods.

7. Site Preparation and Customer Responsibilities

Where Services are provided, the Customer shall, at its own expense, provide the Company with all necessary co-operation, information, and support, including:

• ensuring that the site where the Services are to be performed is safe and complies with all applicable health and safety laws;
• providing the Company with access to the site and to all necessary facilities, including electricity, lighting, and a suitable working environment;
• obtaining all necessary permits, licenses, and consents.

8. Warranties

8.1. Product Warranty

The Company warrants that on delivery the Goods shall be free from material defects in design, material, and workmanship for the following periods from the date of delivery (the “Product Warranty Period”):

• 24 months for standard catalogue products;
• 12 months for bespoke products or systems (provided that any standard catalogue components within bespoke systems shall retain their 24-month warranty period).

8.2. Service and Repair Warranty

All parts and labour provided as part of any service or repair work, whether under a Service Contract or on an ad-hoc basis, are warranted against defects for a period of 3 months from the date of service (the “Service Warranty Period”).

This 3-month Service Warranty is separate from and does not extend the Product Warranty Period. Where both warranties apply, the Customer is entitled to the benefit of whichever warranty provides the greater coverage at the relevant time.

8.3. Warranty Exclusions

The warranties in clauses 8.1 and 8.2 do not apply to:

• Consumable items (including but not limited to filters, lamps, filaments, burner chambers, sample cells, scrubber materials, oils, seals, pump diaphragms and calibration gases);
• Defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse, or alteration or repair of the Goods without the Company’s approval;
• Goods not manufactured by the Company. In this case, the Customer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Company.

8.4. Warranty Remedy

During the applicable Warranty Period, the Company will, at its option, repair or replace any Goods or parts that are found to be in breach of warranty. The Product Warranty covers parts and labour on a return-to-base basis. The Customer is responsible for shipping costs to return defective Goods to the Company.

8.5. Services Warranty

The Company warrants that the Services will be performed with reasonable skill and care.

9. Liability

1. Nothing in the Contract shall limit or exclude the Company’s liability for:

• • death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
  • fraud or fraudulent misrepresentation;
  • any other liability which cannot be limited or excluded by applicable law.

1. Subject to clause 9.1, the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods or Services to which the claim relates.
2. Subject to clause 9.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

10. Intellectual Property

1. All Intellectual Property Rights in or arising out of or in connection with the Goods, Services, and Software shall be owned by the Company.
2. The Company grants to the Customer a non-exclusive, non-transferable, revocable licence to use the Intellectual Property Rights in the Goods, Services, and Software to the extent necessary to enable the Customer to make reasonable use of the Goods and Services.

11. Data Protection

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
3. The Company’s Privacy Policy, which is available at [Company website link], sets out the scope, nature, and purpose of processing by the Company, the duration of the processing, and the types of personal data and categories of data subject.

12. Indemnity

Each party shall indemnify the other against all claims, costs and expenses which the other may incur and which arise, directly or indirectly, from the first party’s breach of any of its obligations under the Contract.

13. Confidentiality

1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 13.2.
2. Each party may disclose the other party’s Confidential Information:

• • to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s Confidential Information comply with this clause 13;
  • as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

14. Termination

1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
  • the other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business.

1. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination.

15. Dispute Resolution

1. If a dispute arises out of or in connection with the Contract or the performance, validity, or enforceability of it (“Dispute”), then the parties shall follow the procedure set out in this clause:

• • either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute;
  • if the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

1. No party may commence any court proceedings in relation to any dispute arising out of the Contract until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

16. Force Majeure

The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

17. Governing Law and Jurisdiction

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.