RIBA Terms and Conditions for Site Signboards

Below are RIBA’s Terms and conditions for all customers who have purchased site signage:

1 Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Charges” means the charges payable by the Customer for the supply of the Services in accordance with clause 5.

“Commencement Date” has the meaning given in clause 2.2.

“Conditions” means these terms and conditions as amended from time to time in accordance with clause 11.5.

“Contract” means the contract between the Supplier and the Customer for the supply of 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.

“Customer” means the person or firm who purchases the Goods and Services from the Supplier as may be noted on the Order Form.

“Customer Default” has the meaning set out in clause 4.2.

“Data Protection Legislation” shall mean (i) the Data Protection Act 2018, (ii) the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (the “Data Protection Regulations”), (iii) the GDPR, (iv) the UK GDPR as defined in the Data Protection Regulations (as applicable), and (v) any other Applicable Laws relating to the protection of Personal Data and the privacy of individuals (all as amended, updated or re-enacted from time to time).

“Deliverables” means the deliverables set out in the Order produced by the Supplier for the Customer.

“Goods” the goods (or any part of them) set out in the Order.

“Intellectual Property Rights” means patents, copyright and related rights, moral rights, trademarks and service marks, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential 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 that subsist now or in the future in any part of the world.

“Order” means the Customer’s order for Services as set out in the Order Form.

“Services” means the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

“Specification” means the description or specification of the Goods and Services provided in the Order.

“Supplier” means THE ROYAL INSTITUTE OF BRITISH ARCHITECTS a company incorporated by Royal Charter under number RC000484, Registered Charity number 210566.

“Supplier Materials” has the meaning set out in clause 4.1.7.

1.2 Interpretation:

1.2.1 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.

1.2.2 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, definition, phrase or term preceding those terms.

1.2.3 A reference to writing or written includes email.

2 Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order 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 or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods and Services 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 law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3 Title and risk

3.1 The risk in the Goods shall pass to the Customer on completion of delivery.

3.2 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.

4 Goods

4.1 The Goods are described in the Specification.

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

4.3 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier 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 Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5 Quality of Goods

5.1 The Supplier warrants that on delivery, the Goods shall:

(a) conform in all material respects with the Specification;

(b) be free from material defects in design, material and workmanship; and

(d) be fit for any purpose held out by the Supplier.

5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

(a) the Customer gives notice in writing within [30 days of delivery] that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) 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.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

(b) 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;

(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

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

(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6 Supply of Services

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

6.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

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 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, office accommodation and other facilities as reasonably required by the Supplier;

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 prepare the Customer’s premises for the supply of the Services and delivery of the Goods;

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

7.1.7 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.

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):

7.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; 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:

(a) shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the Order; and

(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.

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

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

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

(iii) 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.

8.3 The Supplier shall provide a VAT paid invoice to the Customer on completion of the Services.

8.4 The Customer shall pay for the goods in advance of being issued and if requiring an invoice to make payment shall pay:

8.4.1 within 30 days of the date of the invoice; and

8.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier.

8.5 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 at the same time as payment is due for the supply of the Services.

8.6 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 9, 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 8.6 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%.

8.7 All amounts due under the Contract shall be paid in full without any set-off, 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 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

9.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 9.2.

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. The Parties do not expect the Supplier to receive any Personal Data on the Customer’s behalf. If any Personal Data is received or processed by the Supplier in carrying out the Services, the Supplier shall notify the Customer promptly and the Parties shall agree how to deal with the Personal Data in accordance with all applicable Data Protection Legislation.

10.2. Each of the Supplier and the Customer shall at all times comply with Data Protection Legislation, including handling and using all Personal Data it acquires under or in connection with this Contract.

11 Limitation of liability

11.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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

11.2.1 death or personal injury caused by negligence;

11.2.2 fraud or fraudulent misrepresentation; and

11.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.6 Subject to clause 11.3 (No limitation in respect of deliberate default), and clause 8.5 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer shall not exceed the total Charges paid or payable under the Contract.

11.8 Subject clause 11.3 (No limitation in respect of deliberate default), clause 11.4 (No limitation of customer’s payment obligations) and clause 11.5 (Liabilities which cannot legally be limited), this clause 11.8 sets out the types of loss that are wholly excluded:

11.8.1 loss of profits.

11.8.2 loss of sales or business.

11.8.3 loss of agreements or contracts.

11.8.4 loss of anticipated savings.

11.8.5 loss of use or corruption of software, data or information.

11.8.6 loss of or damage to goodwill; and

11.8.7 indirect or consequential loss.

11.10 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in Clause 5 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 the Contract.