Terms & Conditions

WSG print ltd terms and Conditions of business.

1. INTERPRETATION
The following denitions and rules of interpretation apply in this agreement.

1.1. DEFINITIONS:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open
for business.
Commencement Date: has the meaning given in Clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 17.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in
accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of
control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical
measures: as dened in the Data Protection Legislation.
Customer: the person or rm who purchases the Goods and/or Services from the Supplier.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating
to personal data and all other legislation and regulatory requirements in force from time to time which apply to a
party relating to the use of personal data (including, without limitation, the privacy of electronic communications.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Delivery: shall be the date upon which the Goods are in the possession of the Customer or, where Goods are sent
via courier or Royal Mail, delivery shall be deemed to take place a maximum of two working days after being sent
by the Supplier where the Supplier has proof of sending.
Force Majeure Event: has the meaning given to it in Clause 15.
Goods: the goods (or any part of them) set out in the Order.
Goods Specication: any specication for the Goods, including any relevant plans or drawings, that is agreed in
writing by the Customer and the Supplier and as detailed in the Order Conrmation.
Intellectual Property Agreement: any written agreement that may be in force between the Customer and the
Supplier setting out the terms upon which the Supplier grants any Intellectual Property Rights to the Supplier.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related
rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade
dress], goodwill and the right to sue for passing o or unfair competition, rights in designs, database rights, rights
to use, and protect the condentiality of, condential information (including know-how and trade secrets), and
all other intellectual property rights, in each case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from,
such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
Magnetic Sign for Vehicles Terms: the terms provided by the Supplier to the Customer setting out the application
and other instructions for the application of a magnetic sign to a vehicle.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Order Conrmation.
Order Conrmation: the written conrmation of the Customer’s order for the supply of Good and/or Services, as
sent electronically to the Customer.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the
Service Specication and conrmed in the Order Conrmation.
Service Specication: the description or specication for the Services provided in writing by the Supplier to the
Customer in the Order Conrmation.
Sign Maintenance and Repair Guidance: The terms setting out the requirement for sign maintenance and repair
by the Customer.
Supplier: WSG Print Ltd registered in England and Wales
Supplier Materials: has the meaning given in Clause 8.1(h).
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time
in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the
Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the
Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.Vinyl Application Terms & Condition: are the terms and conditions provided by the Supplier to the Customer
setting out the terms applicable to the application of vinyl/vehicle graphic (including wrapping) to a customer
vehicle, whether at the premises of the Customer or the Supplier.
Warranty: A guarantee given by the Supplier to the Customer to, at the option of the Supplier, repair or replace
the defective Goods, or refund the price of the defective Goods in full subject to clause 4.3. The guarantee shall
not include any tting of or travel to t any replacement or repaired Goods.
Warranty Period: The period of 6 months from Delivery for all Goods, save for promotional vinyls which shall be a
period of 6 months from Delivery.

1.2. Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a
statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be
construed as illustrative and shall not limit the sense of the words, description, denition, phrase or term
preceding those terms.
(e) A reference to writing or written includes email.

2. BASIS OF CONTRACT

2.1. The Order constitutes an oer by the Customer to purchase Goods and/or Services in accordance with these
Conditions.

2.2. The Order shall only be deemed to be accepted when the Supplier issues the Order Conrmation at which
point and on which date the Contract shall come into existence (Commencement Date).

2.3. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the
Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are
issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described
in them. They shall not form part of the Contract or have any contractual force.

2.4. These Conditions 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.

2.5. Any quotation given by the Supplier shall not constitute an oer, and is only valid for a period of 30 Business
Days from its date of issue.

2.6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one
or the other is specied.

3. GOODS

3.1. The Goods are described in the Goods Specication.

3.2. To the extent that the Goods are to be manufactured in accordance with a Goods Specication supplied by
the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and
losses (including any direct, indirect or consequential losses, loss of prot, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and
expenses) suered or incurred by the Supplier arising out of or in connection with any claim made against the
Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in
connection with the Supplier’s use of the Goods Specication. This Clause 3.2 shall survive termination of the
Contract.

3.3. The Supplier reserves the right to amend the Goods Specication if required by any applicable statutory or
regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. QUALITY OF GOODS

4.1. All materials used by the Customer to produce the Goods shall conform to any manufacturers warranties
that may be applicable from time to time and details of which are available upon request.

4.2. The Supplier warrants that for the Warranty Period the Goods shall:

4.2.1. conform in all material respects with their description and any applicable Goods Specication;

4.2.2. be free from material defects in design, material and workmanship; and4.2.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

4.3. Subject to Clause 4.4, the Supplier shall provide a Warranty if:

4.3.1. the Customer gives notice in writing within the Warranty Period that some or all of the Goods do not comply
with the warranty set out in Clause 4.2;

4.3.2. the Supplier is given a reasonable opportunity of examining such Goods; and

4.3.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the
Customer’s cost.

4.4. The Supplier shall not be liable for the Warranty if:

4.4.1. The Customer has requested tting of the Goods by the Supplier where the Supplier had advised against
tting;

4.4.2. the Customer makes any further use of such Goods after giving a notice in accordance with Clause 4.3;

4.4.3. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

4.4.4. the Customer has failed to adhere to the Customer obligations set out in Clause 7.1.7 below;

4.4.5. the defect arises as a result of the Supplier following any drawing, design or Goods Specication supplied
by the Customer;

4.4.6. the Customer alters or repairs such Goods without the written consent of the Supplier;

4.4.7. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
or

4.4.8. the Goods dier from the Goods Specication as a result of changes made to ensure they comply with
applicable statutory or regulatory standards.

4.5. Except as provided in this Clause 4, the Supplier shall have no liability to the Customer in respect of the
Goods’ failure to comply with the warranty set out in Clause 4.1.

5. TITLE AND RISK

5.1. The risk in the Goods shall pass to the Customer on completion of Delivery.

5.2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared
funds) for the Goods.

5.3. Until title to the Goods has passed to the Customer, the Customer shall:

5.3.1. If delivered to the Customer’s property, store the Goods separately from all other goods held by the
Customer so that they remain readily identiable as the Supplier’s property;

5.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

5.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the
Supplier’s behalf from the date of delivery;

5.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in Clause 14.2(b) to Clause
14.2(d); and

5.3.5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.

5.4. Subject to Clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but
not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods
before that time:

5.4.1. it does so as principal and not as the Supplier’s agent; and

5.4.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale
by the Customer occurs.

5.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed
in Clause 13.1.1 to Clause 13.1.3, then, without limiting any other right or remedy the Supplier may have:

5.5.1. the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately;
and

5.5.2. the Supplier may at any time:

5.5.2.1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably
incorporated into another product; and

5.5.2.2. 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. SUPPLY OF SERVICES

6.1. The Supplier shall supply the Services to the Customer in accordance with the Quote in all material respects.

6.2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services that may havebeen agreed between the Supplier and the Customer in writing, but any such dates shall be estimates only and
time shall not be of the essence for the performance of the Services.

6.3. The Supplier reserves the right to amend the Service Specication if necessary to comply with any applicable
law or regulatory requirement, or if the amendment will not materially aect the nature or quality of the Services,
and the Supplier shall notify the Customer in any such event.

6.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7. CUSTOMER’S OBLIGATIONS

7.1. The Customer shall:

7.1.1. ensure that the terms of the Order and any information it provides in the Service Specication and the
Goods Specication are complete and accurate;

7.1.2. co-operate with the Supplier in all matters relating to the Services;

7.1.3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s
premises, oce accommodation and other facilities as reasonably required by the Supplier to provide the
Services;

7.1.4. provide the Supplier with such information and materials as the Supplier may reasonably require in order
to supply the Services, and ensure that such information is complete and accurate in all material respects;

7.1.5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services
before the date on which the Services are to start;

7.1.6. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the
Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until
returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the
Supplier’s written instructions or authorisation; and

7.1.7. comply with any additional obligations as set out in the Service Specication and the Goods Specication
or otherwise notied to you in writing, including but not limited to Sign Maintenance and Repair Guidance, Vinyl
Application Terms & Conditions and Magnetic Sign for Vehicles Terms.

7.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act
or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

7.2.1. without limiting or aecting any other right or remedy available to it, the Supplier shall have the right to
suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the
Customer Default to relieve it from the performance of any of its obligations in each case to the extent the
Customer Default prevents or delays the Supplier’s performance of any of its obligations;

7.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising direc
tly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 7.2; and

7.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred
by the Supplier arising directly or indirectly from the Customer Default.

8. CHARGES AND PAYMENT

8.1. The price for Goods:

8.1.1. shall be the price set out in the Order Conrmation or as may be varied by agreement between the parties
in writing; and

8.1.2. shall be exclusive of all costs and charges of delivery or transport of the Goods, which shall be invoiced to
the Customer.

8.2. Should the Customer cancel the Order for the Goods after acceptance of the Order Conrmation then the full
price as set out in the Order Conrmation shall be payable by the Customer.

8.3. The charges for Services:

8.3.1. shall be the price set out in the Order Conrmation or as may be varied by agreement between the parties
in writing; and

8.3.2. shall be exclusive of all costs and charges of the Goods.

8.4. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals
whom the Supplier engages in connection with the Services including travelling expenses, hotel costs,
subsistence and any associated expenses, and for the cost of services provided by third parties and required by
the Supplier for the performance of the Services, and for the cost of any materials.

8.5. Should the Customer cancel the Order for the Services after acceptance of the Order Conrmation by the
Customer then:8.5.1. where cancellation is within 3 days of the designated date for the supply of the Services, 25% of the full price
as set out in the Order Conrmation shall be payable by the Customer;

8.5.2. where cancellation is within 2 days of the designated date for the supply of the Services, 50% of the full price
as set out in the Order Conrmation shall be payable by the Customer; and

8.5.3. where cancellation is within 1 day or less of the designated date for the supply of the Services, the full price
as set out in the Order Conrmation shall be payable by the Customer.

8.6. The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time
before delivery, to reect any increase in the cost of the Goods to the Supplier that is due to:

8.6.1. any factor beyond the control of the Supplier (including foreign exchange uctuations, increases in taxes and
duties, and increases in labour, materials and other manufacturing costs);

8.6.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the
Goods Specication; or

8.6.3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to
give the Supplier adequate or accurate information or instructions in respect of the Goods.

8.7. In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of Delivery. In
respect of Services, the Supplier shall invoice the Customer on completion of the Services.

8.8. The Customer shall pay each invoice submitted by the Supplier:

8.8.1. within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and
conrmed in writing to the Customer; and

8.8.2. in full and in cleared funds to a bank account nominated in writing by the Supplier or by cash or credit card,
and

8.8.3. time for payment shall be of the essence of the Contract.

8.9. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added
tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by
the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the
Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at
the same time as payment is due for the supply of the Services or Goods.

8.10. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then,
without limiting the Supplier’s remedies under Clause 13 (Termination), the Customer shall pay interest on the
overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest
under this Clause 8.10 will accrue each day at 4% a year above the Bank of England’s base rate from time to time,
but at 4% a year for any period when that base rate is below 0%.

8.11. All amounts due under the Contract shall be paid in full without any set-o, counterclaim, deduction or
withholding (other than any deduction or withholding of tax as required by law).

9. INTELLECTUAL PROPERTY RIGHTS

9.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual
Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

9.2. Where the Supplier grants any Intellectual Property Rights to the Customer the details of this shall be set out
in the Intellectual Property Agreement.

9.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by the Intellectual Property
Agreement.

9.4. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy
and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose
of providing the Services to the Customer.

10. DATA PROTECTION

10.1. 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 or rights under the Data Protection
Legislation. In this Clause 10, Applicable Laws means (for so long as and to the extent that they apply to the
Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic
UK Law; and Domestic UK Law means any Data Protection Legislation and any other law that applies in the UK.

10.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the
controller and the Supplier is the processor.

10.3. Without prejudice to the generality of Clause 10.1, the Customer will ensure that it has all necessary
appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier forthe duration and purposes of the Contract.

10.4. Without prejudice to the generality of Clause 10.1, the Supplier shall, in relation to any personal data
processed in connection with the performance by the Supplier of its obligations under the Contract:

10.4.1. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by
the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental
loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the
unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be
protected, having regard to the state of technological development and the cost of implementing any measures
(those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring
condentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and
access to personal data can be restored in a timely manner after an incident, and regularly assessing and
evaluating the eectiveness of the technical and organisational measures adopted by it);

10.4.2. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal
data condential; and

10.4.3. not transfer any personal data outside of the European Economic Area unless the prior written consent of
the Customer has been obtained and the following conditions are fullled:

10.4.3.1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

10.4.3.2. the data subject (as dened in the Data Protection Legislation) has enforceable rights and eective legal
remedies;

10.4.3.3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate
level of protection to any personal data that is transferred; and

10.4.3.4. the Supplier complies with reasonable instructions notied to it in advance by the Customer with respect
to the processing of the personal data;

10.5. The Customer does not consent to the Supplier appointing any third party processor of Personal Data under
the Contract unless the Supplier conrms that in writing the identity of the third party processor and that it has
entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating
terms which are substantially similar to those set out in this Clause 10 and which the Supplier conrms reect and
will continue to reect the requirements of the Data Protection Legislation. As between the Customer and the
Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it
pursuant to this Clause 10.

11. CONFIDENTIALITY

11.1. Each party undertakes that it shall not at any time disclose to any person any condential information
concerning the business, aairs, customers, clients or suppliers of the other party, except as permitted by
Clause 11.2.

11.2. Each party may disclose the other party’s condential information:

11.2.1. to its employees, ocers, representatives, subcontractors 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, ocers, representatives, subcontractors or advisers to whom it discloses the other party’s condential
information comply with this Clause 11; and

11.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.2.3. Neither party shall use the other party’s condential information for any purpose other than to perform its
obligations under the Contract.

12. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not
exceeding £2 million per claim. The limits and exclusions in this clause reect the insurance cover the Supplier
has been able to arrange and the Customer is responsible for making its own arrangements for the insurance
of any excess loss. For any vehicles which are to be stored at the suppliers premises or outside will only be insurered
by the insurere (customer) as we will hold no interest.

12.2. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited
to]liability for:

12.2.1. death or personal injury caused by negligence;

12.2.2. fraud or fraudulent misrepresentation; and

12.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the
Supply of Goods and Services Act 1982 (title and quiet possession).12.3. Subject to Clause 12.2, the Supplier’s total liability to the Customer shall not exceed £2 million.
The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory
duty, or otherwise, arising under or in connection with the Contract.

12.4. This Clause 12.4 sets out specic heads of excluded loss:

12.4.1. Subject to Clause 12.2, the types of loss listed in Clause 12.4.2 are wholly excluded by the parties.

12.4.2. The following types of loss are wholly excluded:

12.4.2.1. Loss of prots.

12.4.2.2. Loss of sales or business.

12.4.2.3. Loss of agreements or contracts.

12.4.2.4. Loss of anticipated savings.

12.4.2.5. Loss of use or corruption of software, data or information.

12.4.2.6. Loss of or damage to goodwill.

12.4.2.7. Indirect or consequential loss.

12.5. The Supplier has given commitments as to compliance of the Goods and Services with relevant
specications in Clause 4 and Clause 6. In view of these commitments, the terms implied by sections 13 to 15
of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the
fullest extent permitted by law, excluded from this agreement.

12.6. Unless the Customer noties the Supplier that it intends to make a claim in respect of an event within the
notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the
day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make
a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must
identify the event and the grounds for the claim in reasonable detail.

12.7. This Clause 12 shall survive termination of the Contract.

13. TERMINATION

13.1. without aecting any other right or remedy available to it, either party may terminate the Contract with
immediate eect by giving written notice to the other party if:

13.1.1. 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;

13.1.2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business; or

13.1.3. the other party’s nancial position deteriorates to such an extent that in the terminating party’s opinion
the other party’s capability to adequately full its obligations under the Contract has been placed in jeopardy.

13.2. Without aecting any other right or remedy available to it, the Supplier may terminate the Contract with
immediate eect by giving written notice to the Customer if:

13.2.1. the Customer fails to pay any amount due under the Contract on the due date for payment; or

13.2.2. there is a change of control of the Customer.

13.3. Without aecting any other right or remedy available to it, the Supplier may suspend the supply
of Services or all further deliveries of Goods under the Contract or any other contract between the Customer
and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment,
the Customer becomes subject to any of the events listed in Clause 13.1.1 or the Supplier reasonably believes
that the Customer is about to become subject to any of them.

14. CONSEQUENCES OF TERMINATION

14.1. On termination of the Contract:

14.1.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and
interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier
shall submit an invoice, which shall be payable by the Customer immediately on receipt;

14.1.2. the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been
fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take
possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping
and will not use them for any purpose not connected with this Contract.

14.1.3. Termination or expiry of the Contract shall not aect any rights, remedies, obligations and liabilities of theparties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of.
any breach of the Contract which existed at or before the date of termination or expiry.

14.2. Any provision of the Contract that expressly or by implication is intended to have eect after termination or
expiry shall continue in full force and eect.

15. . FORCE MAJEURE
Neither party shall 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 result from events, circumstances or causes beyond its
reasonable control (a Force Majeure Event).

16. . GENERAL

16.1. Assignment and other dealings

16.1.1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in
any other manner with any or all of its rights and obligations under the Contract.

16.1.2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal
in any other manner with any of its rights and obligations under the Contract without the prior written consent of
the Supplier.

16.2. Notices.

16.2.1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

16.2.1.1. delivered by hand or by pre-paid rst-class post or other next working day delivery service at its registered
oce (if a company) or its principal place of business (in any other case); or

16.2.1.2. sent by email to the address specied in Quote and Order Conrmation.

16.2.2. Any notice shall be deemed to have been received:

16.2.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
and

16.2.2.2. if sent by pre-paid rst-class post or other next working day delivery service, at 9.00 am on the second
Business Day after posting or at the time recorded by the delivery service; and

16.2.2.3. 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. In this Clause 16.2.2.3, business hours means 9.00am to 5.00pm Monday
to Friday on a day that is not a public holiday in the place of receipt.

16.2.2.4. 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.

16.3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable,
it shall be deemed modied to the minimum extent necessary to make it valid, legal and enforceable. If such
modication is not possible, the relevant provision or part-provision shall be deemed deleted. Any modication
to or deletion of a provision or part-provision under this clause shall not aect the validity and enforceability of the
rest of the Contract.

16.4. Waiver. A waiver of any right or remedy under the Contract or by law is only eective if given in writing and
shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right
or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise
of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that
or any other right or remedy.

16.5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any
partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either
party to make or enter into any commitments for or on behalf of the other party.

16.6. Entire agreement.

16.6.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all
previous agreements, promises, assurances, warranties, representations and understandings between them,
whether written or oral, relating to its subject matter.

16.6.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies
in respect of 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 misrepresentation based on any statement in the Contract.

16.7. Third parties rights.16.7.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.8. Variation. Except as set out in these Conditions, no variation of the Contract shall be eective unless it is
agreed in writing and signed by the parties (or their authorised representatives).

16.9. Governing law. 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.

16.10. Jurisdiction. 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.

17. Surveys

17.1 The supplier will undertake surveys r customers to considr the customers requirements, the design of good
to be ordered how best to site and install goods and to provide a quotation.

17.2 The customer shall at all times be reponsible for the health and safety of the suppliers representatives whilst
they are on the premises of the customer.

17.3 If the customer commissions its own surbey then the customer shall be responmsible to the supplier for any
additional costs icncurredshould the measurements in the goods specications be incorrect or should they have
failed to notice a complicaoon which will prevent, delay or complicate production of the goods and/ or installation.

18. INSTALLATION OF GOODS

18.1 Any delays should be promptly informed

18.2 The customer shall have agreed in advance with the supplier the location for the installation of all goods
including each individuaal item and this shall be set out in the order. Where possible
the customer shall provide in advance a oor plan clearly showing where goods are to be installed, door numbers
or clear written instruction as to the location where goods are to be installed, if the supplier is delayed f the
customers uncertainty as to where goods are to be installed
then the supplier shall be entitled to charge the customer for its time pursuant to clause 11.2.

18.3 The customers shall be responsible for ensuring that the area agreed for installation of the goods shall be easily
accessible by the supplier. The customer shall ensure that all surfaces are prepared prior to the suppliers arrival and,
where appropriate, electricity supplies are disconnected. Should the supplier be delayed because the area for
installation of goods, i is not accessible or not properly prepared then it shall reserve the right to charge the
customer for time wasted.

18.4Where goods are to be installed externally by the supplier then installation will be dependant on weather
conditions. if the weather conditions are not suitable or safe
for installation to take place on an agreed date then the supplier may have to reschedule at short notice. the
supplier shall have no liability for such delay which is outside of its reasonable control.

18.5 If the customer requires the supplier to remove graphics and/ or wraps installed by a third party then the
supplier shall not be responsible for any damage to the vehicle(s) caused by such removal. The supplier shall be
entitled to charge for the removal of grahphics
and / or vinyls installed by a third party as appropriate based on the amount of time spent dealing with the same.

18.6 The customer acknowledges that the appearance of the goods installed on walls or other surfaces is subject
to the quality of the surface to which they are being applied. The supplier shall not be responsible for ensuring
surfaces are in
a good general state of repair, straight, smooth and well painted.

18.7 Where hand- painted signss and/ or wall art is included in the order the customer acknowledges that the
resulting goods have been prepared by hand, no two letters will be identical and the nished product will not
necessarily be symmetrical or as perfect as goods producted by machine/ printer.
Installation of vehicle wraps/ graphics

18.8 Where the customer requires the supplier to install vehicle graphics and/ or wraps then the customer shall
deliver the vehicle(s) to the supplier in a clean washed state. A fee of £25.00+vat will be payable if we need to
spend extra time allocation washing prior to installation18.9 The customer shall ensure that on delivery to the supplier the vehicles are in good general state or repair,
clean, unpolished or unwaxed. the customer will notify the supplier if there has been any bodywrok completed,
any window tinting or modications taken place prior to us recieveing the vehicle.

18.10 If any coatings are applied to vehicles then the supplier will not be reponsible for any failings of materials as
coatings such as waxes or ceramics prevent vinyls from adhering.

18.11If on delivery of a vehicle it becomes apparent to the supplier that the customer has not provided the correct
vehicle details then the customer will be required to pay for the goods manufactured and will be required to
place a new order for graphics/ wraps to be manufactured for the correct vehicles.

18.12 If is the responsability to check and conrm correct vehicle make/ model/ year and colour when placing
a order. It is also the responsability that all visual designs/ example templates will show the correct vehicle.
Failure to do so will result in the customer maay have to have graphics re-made.

18.13 The supplier will not be subject to batch dierences in materials used. As we use various manufacturers of
materials upon placing an order there may be a batch dierence in material of choice or supplier. This may result is
slight colour dierences on orders when using the same printing proles. The supplier cannot guarentee a true
100% match.

18.14Intallation of window vinyls / graphics
The customer shall be responsible for ensuring that windows on which vinyls and / or graphics are to be installed
are cleanedprior to the supplier arriving on site.

18.15 The supplier reserves the right to charge for time spent and products used to clean windows which have not
been cleaned prior to the supplier arriving on site.
18.16 The supplier reserves the right to charge for time spent cleaning. The supplier may need to arrange a further
date to return to install and the customer will be subject to further charges.

18.17 As WSG print used sublimation dye and also solvent ink based printing processes our printing in solvent
runs on CMYK, all designs to be sent to us will be transfered over to CMYK codes and all font outlined. It is the
responsbility for the customer to check all les prior to sending us them as we will not be held responsible for
any colour dierences due to the codes provided.
When printing Navy or grey depending on materials of choice to be used there may be a colour discrepency.
Customers can ask for a small fee to see a example print out of the product prior to full production. If the supplier
is creating a design for the customer it is the customers responsabilities to check all codes, spellings, and all
information assosciated. Any reprints of prderd will be subject to charges byt the customer.

18.18 On ordering eet graphics we will endevour to use the same print process, proles material choice however
due to suppliers and products changing and batches we cannot guarentee that all orders will be completed on
the same stock. The supplier takes no responsability as this is out of our control.

18.19 Our terms and conditions were completed on 01/05/2019 and will be subject to change, any ammendments
will be listed below and dated accordingly