Terms of Sale Policy

1. Definitions
"Company": Innov8 Displays LTD (Company Number 11154980).
"Customer": The person, firm, or company purchasing Goods from the Company.
"Goods": Any products, displays, graphics, hardware, associated services, or items supplied by the Company to the Customer.
"Order": The Customer's request to purchase Goods, whether placed via website, email, telephone, or purchase order.
"Order Confirmation": The Company's written acceptance of the Customer's Order.
"Contract": The agreement between the Company and the Customer for the sale and purchase of Goods, incorporating these Terms.
"Price": The price for the Goods as set out in the Order Confirmation or Company quotation.
"Intellectual Property": Patents, rights to inventions, copyright, trademarks, business names, domain names, rights in designs, database rights, goodwill, and the right to sue for passing off, and all other intellectual property rights.

2. Basis of Sale
2.1. 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 trade, custom, practice, or course of dealing.
2.2. An Order constitutes an offer by the Customer to purchase Goods in accordance with these Terms. The Customer is responsible for ensuring the accuracy and completeness of the Order.
2.3. An Order shall only be deemed accepted when the Company issues a written Order Confirmation, at which point the Contract shall come into existence.
2.4. Any quotations provided by the Company are invitations to treat and shall not constitute an offer. Quotations are typically valid for 30 days from their date of issue unless otherwise stated.
2.5. Any samples, drawings, descriptive matter, or advertising produced by the Company are for the sole purpose of giving an approximate idea of the Goods. They shall not form part of the Contract or have any contractual force.

3. Price and Payment
3.1. The Price of the Goods shall be the price set out in the Order Confirmation, or if no price is quoted, the price listed in the Company's published price list current at the date of delivery.
3.2. The Price is exclusive of Value Added Tax (VAT), which shall be added at the prevailing rate where applicable.
3.3. The Price is exclusive of the costs of packaging, insurance, and transport of the Goods, unless otherwise agreed in writing by the Company. These costs will be invoiced to the Customer.
3.4. The Company reserves the right to amend the Price if the Customer alters the Order specifications after the Order Confirmation has been issued, or if there is an increase in the cost of materials, labour, or other manufacturing costs.
3.5. Unless otherwise agreed in writing (e.g., for account holders), payment for the Goods is required in full prior to dispatch or commencement of production for bespoke items.
3.6. For Customers with approved credit accounts, payment shall be due within 30 days from the date of the invoice, unless different terms are specified in the Order Confirmation.
3.7. If the Customer fails to make any payment due under the Contract by the due date, the Company reserves the right to:
a) Charge interest on the overdue amount at the rate of 4% 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 actual payment of the overdue amount, whether before or after judgment.
b) Suspend further deliveries or production of Goods under any Contract with the Customer.
c) Cancel the Contract or suspend any further deliveries to the Customer.
3.8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding.

4. Delivery
4.1. Delivery of the Goods shall be made to the location specified in the Order Confirmation ("Delivery Location").
4.2. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery that is caused by a Force Majeure Event (Clause 10) or the Customer's failure to provide adequate delivery instructions or any other instructions relevant to the supply of the Goods.
4.3. Risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.
4.4. The Customer must inspect the Goods upon delivery. Any claim for shortages, damage in transit, or non-delivery must be notified in writing to the Company within 48 hours of the delivery date (or expected delivery date in case of non-delivery). Failure to do so may invalidate any claim.

5. Title
5.1. 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 and any other goods or services that the Company has supplied to the Customer for which payment is due.
5.2. Until title to the Goods has passed to the Customer, the Customer shall:
a) Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;
b) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
c) Notify the Company immediately if it becomes subject to any insolvency procedures.
5.3. If before title passes the Customer becomes subject to any insolvency procedures, or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6. Quality and Warranty
6.1. The Company warrants that on delivery, and for a period of 12 months from the date of delivery (unless otherwise specified), the Goods shall:
a) Conform in all material respects with their description and any applicable specification agreed in writing;
b) Be free from material defects in design, material, and workmanship.
6.2. This warranty does not apply to any defect arising from:
a) Fair wear and tear;
b) Wilful damage, negligence, abnormal storage or working conditions;
c) Failure to follow the Company's instructions (whether oral or in writing);
d) Misuse or alteration or repair of the Goods without the Company's approval;
e) Materials, designs, or specifications supplied by the Customer.
6.3. Subject to Clause 6.4, if the Customer gives notice in writing to the Company during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 6.1, and the Company is given a reasonable opportunity to examine such Goods, and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Customer's cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.4. The Company shall not be liable for Goods' failure to comply with the warranty set out in Clause 6.1 if the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer.
6.5. These Terms shall apply to any repaired or replacement Goods supplied by the Company.

7. Cancellation and Returns
7.1. Orders for standard, non-bespoke Goods may only be cancelled with the prior written consent of the Company, which may be subject to the Customer indemnifying the Company against any losses incurred (including costs of materials, labour, and loss of profit).
7.2. Orders for bespoke or customised Goods cannot be cancelled once production has commenced, unless agreed otherwise in writing by the Company.
7.3. Goods may only be returned if they are defective and comply with the conditions in Clause 6, or if the Company agrees in writing. Any agreed returns of non-defective goods may be subject to a restocking fee.

8. Limitation of Liability
8.1. Nothing in these Terms shall limit or exclude the Company's liability for:
a) Death or personal injury caused by its negligence;
b) Fraud or fraudulent misrepresentation;
c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
d) Defective products under the Consumer Protection Act 1987; or
e) Any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
8.2. Subject to Clause 8.1:
a) The Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss arising under or in connection with the Contract; and
b) The Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed the Price paid by the Customer for the Goods.

9. Intellectual Property
9.1. All Intellectual Property rights in or arising out of or in connection with the Goods (other than Intellectual Property rights in any materials provided by the Customer) shall be owned by the Company.
9.2. The Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer for the purpose of providing the Goods.
9.3. The Customer warrants that any designs, logos, specifications, or instructions provided to the Company will not infringe the Intellectual Property rights of any third party, and shall indemnify the Company against all liabilities, costs, expenses, damages and losses suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's Intellectual Property rights arising out of or in connection with the Company's use of such materials.

10. Force Majeure
The Company shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Company's reasonable control, including but not limited to strikes, lock-outs or other industrial disputes, failure of utilities or transport networks, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

11. Confidentiality
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 law or required to perform its obligations under the Contract.

12. Data Protection
The Company will process personal data provided by the Customer in accordance with its Privacy Policy (available on the Company website or upon request) and applicable UK data protection legislation (including the UK GDPR and Data Protection Act 2018).

13. General
13.1. Assignment: The Customer may not assign or transfer any of its rights or obligations under the Contract without the prior written consent of the Company.
13.2. Notices: Any notice given under the Contract shall be in writing and addressed to the party at its registered office (if a company) or principal place of business (in any other case) or such other address as may have been specified. Notices may be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
13.3. Severance: If any provision of the Contract is found by any court to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the rest of the Contract.
13.4. Waiver: A waiver of any right under the Contract is only effective if it is in writing.
13.5. Entire Agreement: The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.6. Third Party Rights: No one other than a party to this Contract shall have any right to enforce any of its terms.
13.7. Governing Law and Jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), 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 arising out of or in connection with this Contract.