1. Definitions

"Business Day" means any day other than a Saturday, Sunday or public holiday in England, when banks are open for business;

"Contract" means the agreement between the Customer and Centurion Europe Ltd for the sale and delivery of Goods in accordance with these Terms and Conditions;

"Customer" means any individual, firm or company to whom the Goods are supplied under the Contract; "Delivery Location" means the address specified in the Order or to any other such address as shall be agreed between the parties in this contract;

"Centurion" means Centurion Europe Ltd or any other company within the same group of companies such as Spectrum Industrial Limited;

"Goods" means the goods supplied by Centurion to the Customer pursuant to the Contract;

"Insolvency Event" means:

(i) the passing by the Customer of a resolution for its winding up or the making by a court of competent jurisdiction of an order for the winding up or the dissolution of the Customer;
(ii) the making of an administration order in relation to the Customer or the appointment of a receiver or administrative receiver over, or the taking of possession or sale by an encumbrance of a material part of the Customer assets;
(iii) the Customer making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or
(iv) any event or act or proceedings analogous to the above in any jurisdiction; or

"Order" means the Customer's expressed desire, whether oral or written, to procure Goods from Centurion Europe Ltd;

"Returns Policy" means the policy specified in condition 14;

"Terms and Conditions" means these terms and conditions; 
 
2. Acceptance

2.1 All Orders are subject to the acceptance by Centurion with such acceptance being subject to the Customer's agreement to be bound by the Terms and Conditions. Centurion reserves the right to decline any order; any Order confirmed by Centurion cannot be cancelled except with the consent of Centurion.  

2.2 Acceptance by the Customer of delivery of Goods constitutes acceptance by the Customer of these Terms and Conditions. These Terms and Conditions shall apply to the exclusion of any additional or different terms proposed by the Customer or which the Customer may purport to apply, impose or incorporate into the Contract and such different terms shall not be binding upon or enforceable against Centurion.  
 
3. Prices

3.1 Prices quoted by Centurion are subject to change without notice, unless otherwise agreed.  

3.2 A quotation does not constitute an offer and can be withdrawn at any time prior to acceptance of an Order by Centurion.

3.3 Prices and charges published or specified by Centurion at the time of acceptance of the Order shall apply. Should any modification or extra work be required by the Customer and is carried out by Centurion, a variation in price will be notified to the customer prior to fulfilment of order.  

3.4 Unless otherwise stated, all prices are quoted in British Pounds Sterling.  

3.5 Where invoices are charged in Euros we reserve the rights to adjust our prices based on the current exchange rate.

3.6 The prices shown are exclusive of VAT which will be charged to and paid by the customer at the rate ruling at the tax point. 
 
4. Credit

4.1 Centurion may, at its sole discretion, extend credit to the Customer.  

4.2 Centurion may perform periodic credit reviews using credit reporting agencies, trade references, trade groups and banks.

4.3 The Customer shall promptly notify Centurion in the event of an adverse change in Customer's credit standing and in the event of any such adverse change or where the Customer does not comply with these Terms and Conditions,  

4.4 Centurion shall have the unilateral right to change or remove the credit terms extended to the customer.

4.5 In the event that suitable credit references are not received, Initial transactions may be on a Proforma basis for a period not exceeding 6 months or 6 transactions (whichever occurs first) at which point an account performance review will take place. At this stage and at the sole discretion of Centurion, the Customer may be extended credit terms 
 
5. Payment

5.1 All payments are to be made in full before the end of the month following the month of despatch, unless the Customer is paying on a proforma basis, at which point, the goods must be paid for prior to despatch. Any alternative terms of payment must be agreed in writing by a Centurion Director prior to despatch of the goods.  

5.2 Centurion will not accept any fee, marketing support, advertising, expense reimbursement, rebate, settlement or any other financial support not explicitly authorised in writing by an authorised Manager or Director of Centurion.

5.3 Centurion reserves all its rights and remedies at law to collect any amounts not paid in full by the Payment Date. Centurion reserves the right to charge interest on any amounts not paid by the Payment Date at a rate of 4% per annum above the prevailing base rate of the Bank of England (accruing daily and compounded monthly) from the Payment Date until paid in full in cleared funds whether before or after judgment. The Customer agrees to reimburse Centurion for all costs associated with such collection activities, including all legal and professional fees.

5.4 Delayed billing of interest due or a failure to bill for interest due shall not constitute a waiver of Centurion right to charge interest on all amounts over due to the date payment is received. 

5.5 Centurion’s obligation to provide Goods is subject to receipt of prompt payment of all invoices pursuant to the Contract including the Terms and Conditions and other agreements Centurion may have with the Customer.

5.6 The Customer shall promptly notify Centurion in the event any portion of an invoice be disputed, and the Customer shall pay any undisputed portion according to these Terms and Conditions. Both parties agree to use their reasonable efforts to resolve the disputed portion of such invoice within 30 days of notification by the Customer to Centurion. 

6. Delivery

6.1 Centurion Products – Mainland UK Only - No delivery charge will be applied for Centurion hardware orders fulfilled over the value of £100 nett. For orders under these values, carriage will automatically be charged in addition at £7.50.

6.2 Spectrum Only Product Orders – Mainland UK Only - No delivery charge will be made for Spectrum Industrial sign orders fulfilled over the value of £75 nett.  For orders under these values, carriage will be automatically charged at £6.50.

6.3 Northern Ireland & UK Islands - No delivery charge will be applied for orders fulfilled over the value of £250 nett. For orders under these values, carriage will automatically be charged in addition at £15.00.

6.4 Southern Ireland & Rest of Europe - Orders delivered to customers premises (DAP) - Customers will be responsible for any duty and VAT that becomes due on import. No delivery charge will be applied for orders fulfilled over the value of £500. For orders under these values, carriage will automatically be charged in addition at £50.00.  Important Note:  Any order which is despatched to Southern Ireland or Europe will be delivered DAP – This will mean that the customer receiving the order will be responsible for any duty and VAT that becomes due on import.  

6.5 24 hour deliveries are available for stock items delivered to the UK mainland only at an additional charge of £15.00.  

6.6 In the event that both Centurion and Spectrum products are ordered together, the Centurion delivery terms and carriage charges will apply.

6.7 The point of delivery shall be when the Goods are removed from the transporting vehicle at the delivery location. Where the Goods are collected by the Customer from Centurion the point of delivery shall be when the Goods are loaded onto the Customer’s vehicle and signed for by the Customer.

6.8 Unless otherwise directed, all orders are accepted on a supply or cancel basis. Out of stock items will be cancelled without notice to the customer unless specifically requested to be kept on back order. In the event of the Customer requesting back orders, Centurion may deliver the Goods in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.9 Centurion will use commercially reasonable efforts to fulfil the Contract in accordance with the estimated delivery or shipping date. Centurion will not be responsible for any delays in fulfilling the Contract nor be liable for any losses or damages resulting from such delays, and the Contract will not be subject to cancellation for any such delays.  
 
7. Title and Risk

7.1 Title in the Goods shall not pass to the Customer until Centurion receives payment for the Goods in full in cleared funds or in cash for those Goods. Until such time as title has passed to the Customer, the Customer shall: (i) have a right to possession (but not ownership) of such Goods and shall ensure that the Goods shall be clearly marked and identifiable as being Centurion’s property;

(ii) maintain the Goods in satisfactory condition and do not mark or deface packaging:

(iii) notify Centurion immediately if it becomes subject to an Insolvency Event; 

(iv) permit Centurion to recover all or any part of such Goods at any time from the Customer if they are in the Customer's possession and the Customer becomes subject to an Insolvency Event and for that purpose Centurion, its agents and representatives may enter upon any land or building upon or in which such Goods are situated.

7.2 Dependant on order criteria, all merchandisers provided by Centurion are supplied either free on loan, on a deposit scheme or charged for in full.  Merchandisers supplied either free on loan or on a deposit scheme are provided for the duration of displaying Centurion only products and remain the property of Centurion Europe Ltd.  In the event of Customer closure, transfer of Customer ownership, or no longer displaying Centurion products, the merchandiser must be returned to Centurion at your cost, at which point deposits will be refunded if applicable.  At no time should these merchandisers be included in your Company asset register.   
 
8. Force Majeure

Centurion shall have no responsibility for any failure of or delay in delivery or performance of the Contract caused by or attributable to war, sabotage, riot, civil disorder, fire, flood, earthquake, pandemic, explosion, accident, natural or manmade disaster, governmental action, shortage or interruption of supply of materials, supplies, equipment or energy, transportation problem, strike, labour stoppage or slowdown, or other cause beyond the reasonable control of Centurion.   
 
9. Inspection of Goods at point of Delivery

9.1 Special care should be taken on receipt of deliveries, especially where the delivery comprises of more than one box.  Damage in transit must preferably be advised within 24 hours but not exceeding three working days of receipt.  Wherever possible, if the damage is visible, please sign for the order as ‘received damaged’. The Customer’s failure in this respect will constitute a waiver of any such non-conformity or claim.

9.2 The Customer shall notify Centurion in respect of any shortages or overages that occur within 5 working days and must detail the relevant shipment number, item number, quantity of goods ordered, and quantity of goods received. Upon receipt of such notice, a Centurion customer service representative will respond with the proposed resolution within 5 working days. 
 
10. Returns Policy

10.1 Before the Customer is entitled to return any Goods to Centurion, the Customer must first obtain the authorisation to return from Centurion. 

10.2 Return of Goods ordered in error: If products are ordered in error by the Customer, at the discretion of Centurion we can only accept return of goods which are returned in as ‘new condition’ and within 30 days from date of delivery. Credit for these goods may be subject to a 20% re-stocking fee. It will not be possible for the Centurion to restock branded or specially made to order products. If any items returned are not in new condition and cannot be restocked or need reworking, credit may be refused.

10.3 Cost of returning the goods: The cost of returning any incorrectly ordered or unwanted products will be at the customers own cost.  If the return is due to faulty or incorrectly received products, Centurion will arrange for the return of goods at our cost.  Please contact our Sales Office to organise this return.

10.4 Shortages/Damages:  Refer to clauses 9.1 and 9.2.

10.5 Faulty Products: All products carry a minimum of 1-year guarantee. Any fault should be reported to our customer services team with the original proof of receipt at which point we will substantiate the fault and either issue a refund or replace the faulty item.  Also refer to clause 10 for full warranty terms.

10.6 Procedure to Return Goods to Centurion:  In the event that you have products to send back which qualify for return, please contact our sales office to arrange. You will need to provide the following information: • Products and quantities being returned; • Original supply details (i.e. invoice number); • Number of boxes and approximate weight to be returned. Once we have the full information, we will make the necessary arrangements for our carrier company to collect the box(es) from you.  An email will be sent to you with the return labels which must be printed and fixed to the boxes. If you do not have the facility to print the return labels, please let our team know and we can arrange for them to posted to you. Any box which does not have the return label attached to it cannot be collected by the carrier. Once the boxes have been collected and returned to us, we will arrange the necessary credit back to your account.

10.7 Centurion customer service department contact details:

Address Centurion Europe Ltd,
Hunt Lane,
Doncaster,
DN5 9SH Tel 01302 788700
Fax 01302 390004 E-mail sales@centurioneurope.co.uk

11. Warranty

11.1 Centurion warrants to the Customer that the Goods will, at the time of delivery, conform in all material respects to the written description agreed to by the parties and included in the Contract, and be free from defects in material and workmanship.

11.2 Centurion shall, at its option, repair or replace defective Goods, or refund the price paid by Centurion’s customer in full if:

i) the Customer gives notice in writing during the Warranty Period and within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out above;

(ii) Centurion is given a reasonable opportunity of examining such Goods; and

(iii) the Customer (if asked to do so by Centurion) returns such Goods to Centurion's place of business at Centurion's cost.

11.3 Centurion shall not be liable for the failure of the Goods to comply with the warranty if:

(i) the Customer makes any further use of such Goods after giving a notice in accordance with the foregoing;

(ii) the defect arises because the Customer failed to follow instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(iii) the Customer alters or repairs such Goods;

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

11.4 Centurion’s sole obligation and liability in the event of breach of warranty will be Centurion’s refund against the original invoice for the amount paid by the Customer. Refunds are made in the form of a credit note back to the Customer’s account.

11.5 Except to the extent such exclusion is prevented by law, Centurion makes no warranty whatsoever with respect to branded Goods manufactured by third party suppliers and warranties with respect to such Goods are limited to those which are offered by such suppliers and are transferable to the Customer. 
 
12. Indemnity and Limitation of Liability

12.1 The Customer shall indemnify Centurion against all action, claims or demands by third parties, howsoever arising, directly or indirectly,

(i) in connection with the use, functioning, performance or state of the Goods following delivery of the Goods to the extent the Goods are manufactured or packaged in accordance with the specification supplied by the Customer or use materials supplied by the Customer; and/or

(ii) where any claim is made by a third party for actual or alleged infringement of a third party's intellectual property rights.

12.2 Under no circumstances shall Centurion be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non-supply or delay in supplying the Goods or otherwise in connection with the Contract or any other Contract between the parties:

(i) loss or damage incurred by the Customer as a result of third party claims;

(ii) loss of actual or anticipated profits;

(iii) loss of actual or anticipated projects;

(iv) loss of business opportunity;

(v) loss of anticipated savings;

(vi) loss of goodwill;

(vii) injury to reputation; or

(viii) any incidental, consequential or special loss or damages howsoever caused. 

12.3 In any event, Centurion’s liability to the Customer shall not exceed the purchase price of the Goods on which such liability is based. Except to the extent such exclusion is prevented by law, the Customer assumes all liability for any loss, damage or injury to persons or property arising out of, connected with, or resulting from the use of the Goods, either alone or in combination with other products.

12.4 Centurion shall not be responsible to the extent that the relevant loss is caused by an act or omission or the negligence of the Customer, its employees, agents or contractors or to the extent caused by the breach by the Customer of any of its obligations under any Contract.

12.5 Nothing in these Terms and Conditions shall exclude or limit Centurion’s liability for

(i) death or personal injury caused by Centurion's negligence, or the negligence of its employees, agents or subcontractors

(ii) fraud or fraudulent misrepresentation or

(ii) any other liability that cannot be lawfully excluded or limited. 
 
13. Intellectual Property  

Any Goods as sold by Centurion which are covered by a patent or intellectual property rights owned or controlled by Centurion, then no right, title or interest of authorship conceived or developed by Centurion during the course of performing the Contract or any other intellectual property right is transferred to the Customer. This foregoing shall not limit in any way the right of the Customer to use and sell such Goods. 
 
Unless otherwise stated, all images, artwork and graphics are the copyright of Centurion. All other images, icons and text are the copyright and/or trademark of the respective owners.  Signs that are in the public domain because they have been created based on regulation, these icons, text and colour should be maintained and any copyright infringements are held by ISO and will result in signage not complying to ISO regulations.  For signage/products outside of these regulations, we make every effort to produce original designs and on these occasions all artwork and designs are the sole property of Centurion. All original artwork and designs may not be copied, modified, altered, published, distributed, sold or transferred without prior written consent provided by a Centurion Director. 
 
14. Termination

14.1 The Customer may not terminate the Contract without the prior consent of Centurion.

14.2 Without liability to the Customer, Centurion may terminate the Contract, or Order or related orders in the event that the Customer breaches the Contract (including, but not limited to, any failure to pay any debt due) and fails to remedy any such breach within ten (10) days of notification of any breach. 
 
15. Data Protection

The information we collect and hold is strictly used by us and we will not share your personal data with third parties. We use your information to process your business requests and present you with the information you need to access our services.  At times, with the intent of offering you the best possible service, we may use the data we store to send you information on Account status, Improvements or changes to our services, product discounts, promotional offers, general business news and updates.  Should you not require us to email you with updates and promotional offers, please contact our Marketing department and we will remove your details from our system.  At any time, you can request we give you access to the information we hold about you, you can also request we make any necessary modifications. A full copy of our Data Protection and Privacy Policy is available upon request. 
 
16. Third Party Rights A person who is not party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such contract, except that the Contract may be performed, and all rights thereunder may be enforced against the Customer, by Centurion or by any subsidiary, parent or affiliate of Centurion. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person. 
 
17. Variation The Contract may be modified only in writing and signed by an authorised representative of Centurion and the Customer.
 
18. Assignment The Customer shall not assign, transfer, mortgage, charge, declare a trust over or deal in any way with all or part of the benefit, or its rights or benefits under, the Contract without the prior written consent of Centurion. A change in control, including without limitation by operation of law, merger, consolidation, or otherwise, shall be deemed an assignment under this condition. Any assignment in violation of this condition is null and void and we may terminate the Contract for an assignment without consent. 
 
19. Entire Agreement The Contract shall constitute the entire agreement between Centurion and the Customer with respect to its subject matter and shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether oral or written, with respect to its subject matter. 
 
20. Governing Law and Jurisdiction  The performance of all obligations between Centurion and the Customer and the construction, validity of these terms and conditions shall be governed and construed according to the laws of the England and Wales, provided however, that the 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply. In respect of any legal action arising out of or relating to the Contract or the transactions contemplated by the Contract, Centurion and the Customer irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales. Any such action shall be conducted in English. Although these Terms and Conditions may be translated into other languages, the English version shall govern.