Terms & Conditions

1. Interpretation

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

1.1 Definitions:

Business Day: 8hrs a day including Travel, a day other than a Saturday, Sunday or

public holiday in England, when banks in London are open for business.

Conditions: these terms and conditions as amended from time to time in accordance with clause

13.7. Contract: the contract between Gibson Canopy Solutions Limited and the Customer for the

supply of Goods and/or Services in accordance with these Conditions.

Customer: the person, entity or firm who purchases the Goods and/or Services from Gibson Canopy

Solutions Limited. Force Majeure Event: has the meaning given to it in clause 12.

Goods: the goods (or any part of them) set out in the Gibson Canopy Solutions Limited final

quotation or order confirmation and any Specification.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights,

trade marks and service marks, business names and domain names, rights in get-up, 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 which subsist or

will subsist now or in the future in any part of the world.

Services: the services, supplied by Gibson Canopy Solutions Limited to the Customer as set out in the

final quotation and/or order confirmation and Specification.

Gibson Canopy Solutions Limited.

Specification: any specification for the Goods and Services, including any relevant plans or drawings,

which are agreed in writing by the Customer and Gibson Canopy Solutions Limited.

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 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,

definition, phrase or term preceding those terms.

2 (e) A reference to writing or written includes fax and email.

2. Basis of contract

2.1 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. 

2.2 Any samples, drawings, advertising issued by Gibson Canopy Solutions Limited and any

illustrations or descriptions of the Goods or Services contained in Gibson Canopy Solutions Limited

catalogues or brochures are issued 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.

2.3 Any quotation given by Gibson Design Solutions Limited is subject to a site survey and

confirmation of measurements and materials and may be varied by Gibson Canopy Solutions

Limited. Gibson Canopy Solutions Limited reserves the right to issue a revised quotation.

A quotation will only be valid for the time period specified on the quotation.

The Contract will be formed upon Gibson Canopy Solutions Limited acceptance of the Customer’s

request to proceed with the quotation and the Customer’s payment of any required deposit.

3. Supply of Goods and Services

3.1 Gibson Canopy Solutions Limited shall deliver the Goods to the location set out in the final

quotation, order confirmation or such other location as the parties may agree.

Delivery of the Goods shall be completed on the completion of unloading of the Goods at the

delivery location.

3.2 Any dates quoted for delivery of the Goods and the provision of the Services are approximate

only, and time is not of the essence. Gibson Canopy Solutions Limited shall not be liable for any

delay that is caused by a Force Majeure Event or the Customer’s failure to provide Gibson Canopy

Solutions Limited with adequate delivery instructions or any other instructions that are relevant to

the supply of the Goods and/or Services.

3.3 Gibson Canopy Solutions Limited may deliver the Goods by instalments, which shall be invoiced

and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or

defect in an instalment shall not entitle the Customer to cancel any other instalment.

3.4 Gibson Canopy Solutions Limited reserves the right to amend the Specification if necessary in

order to comply with any applicable law or regulatory requirement, or if the amendment will not

materially affect the nature or quality of the Goods or Services, and Gibson Canopy Solutions Limited

shall notify the Customer in any such event. Any measurement or description provided in the

Specification is approximate only.

3.5 To the extent that the Goods are to be manufactured in accordance with a Specification supplied

by the Customer (including any artwork or logos supplied by the Customer), the Customer shall

indemnify Gibson Canopy Solutions Limited against all liabilities, costs, expenses, damages, and

losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all

interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable

professional costs and expenses) suffered or incurred by Gibson Canopy Solutions Limited 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 Gibson Canopy Solutions

Limited use of the Specification. This clause shall survive the termination of the contract.

3.6 Gibson Canopy Solutions Limited shall be not be liable for any errors or omissions in any

Specification provided or agreed by the Customer. 

4. Quality of Goods and Services

4.1 Gibson Canopy Solutions Limited warrants to the Customer that the Services will be provided

using reasonable care and skill.

4.2 Gibson Canopy Solutions Limited warrants that on delivery, and for a period of 12 months from

the date of delivery (warranty period), the Goods shall: (a) subject to clause 3.4, conform in all

material respects with their description and any applicable Specification; (b) be free from material

defects in design, material and workmanship; and (c) be of satisfactory quality (within the meaning

of the Sale of Goods Act 1979); and (d) be fit for any purpose held out by Gibson Canopy Solutions

Limited.

4.3 Subject to clause 4.4, Gibson Design Solutions Limited shall, at its option, repair or replace

the defective Goods, or refund the price of the defective Goods if:

(a) the Customer gives notice in writing 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 4.2;

(b) Gibson Canopy Solutions Limited is given a reasonable opportunity of examining such Goods;

(c) the Customer (if asked to do so by Gibson Canopy Solutions Limited) returns such Goods to

Gibson Canopy Solutions Limited place of business at the Customer’s cost.

4.4 Gibson Canopy Solutions Limited shall not be liable for the Goods’ failure to comply with the

warranty in clause 4.2 if:

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

clause 4.3.

(b) the defect arises because the Customer failed to follow Gibson Canopy Solutions Limited oral or

written instructions as to the storage/location, installation, commissioning, use or maintenance of

the Goods or (if there are none) good practice;

(c) the defect arises as a result of Gibson Canopy Solutions Limited following any instruction,

drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of Gibson Canopy

Solutions Limited;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or environmental or

weather conditions;

(f) the Goods differ from their description or the Specification 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, Gibson Canopy Solutions Limited shall have no liability to the

Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.2.

4.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by

Gibson Canopy Solutions Limited. 

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 Gibson Canopy Solutions Limited receives

payment in full (in cash or cleared funds) for the Goods and Services. 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 Gibson Canopy Solutions Limited property;

(b) maintain the Goods in satisfactory condition and keep them insured against all risks for their full

price on Gibson Canopy Solutions Limited behalf from the date of delivery;

(c) not remove, deface or obscure any identifying mark on the Goods;

(d) notify Gibson Canopy Solutions Limited immediately if it becomes subject to any of the events

listed in clause 10.1(b);

(e) give Gibson Canopy Solutions Limited such information relating to the Goods as Gibson Canopy

Solutions Limited may require from time to time.

5.3 If the Customer fails to pay for the Goods and/or Services when due, Gibson Canopy Solutions

Limited may at any time:

(a) require the Customer to deliver up all Goods in its possession;

(b) 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. Customer’s obligations

6.1 The Customer shall:

(a) ensure that the terms and details of the quotation, any order confirmation and Specification are

complete and accurate;

(b) co-operate with Gibson Canopy Solutions Limited in all matters relating to the Services;

(c) provide Gibson Canopy Solutions Limited, its employees, agents, consultants and subcontractors,

with access to the Customer’s premises, office accommodation and other facilities as reasonably

required by Gibson Canopy Solutions Limited to provide the Goods and Services;

(d) provide Gibson Canopy Solutions Limited with such information and materials as Gibson Canopy

Solutions Limited may reasonably require in order to supply the Goods and Services, and ensure that

such information is complete and accurate in all material respects;

(e) prepare the Customer’s premises for the supply of the Goods and Services;

(f) obtain and maintain all necessary licences, permissions and consents including planning which

may be required for the Services and the installation of the Goods before the date on which the

Services are to start;

(g) it is the customer/ end users responsibility to check if planning I needed for any products

supplied by Gibson Canopy Solutions, Gibson Canopy Solutions cannot advise or recommend if

planning is needed, if this is the case and the customer orders a product without planning the

customer is still liable to pay on full the invoice price of the product to Gibson Canopy Solutions.

(h) comply with any additional obligations as required by Gibson Canopy Solutions Limited.

6.2 If Gibson Canopy Solutions Limited 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):

(a) without limiting or affecting any other right or remedy available to it, Gibson Canopy Solutions

Limited 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 Gibson Canopy

Solutions Limited performance of any of its obligations;

(b) Gibson Canopy Solutions Limited shall not be liable for any costs or losses sustained or incurred

by the Customer arising directly or indirectly from Gibson Canopy Solutions Limited failure or delay

to perform any of its obligations as set out in this clause 6.2;

(c) the Customer shall reimburse Gibson Canopy Solutions Limited on written demand for any costs

or losses sustained or incurred by Gibson Canopy Solutions Limited arising directly or indirectly from

the Customer Default, this includes; tool and or plant hire, labour, fuel and travel costs including

accommodation where necessary

7. Charges and payment

7.1 The price for Goods and Services shall be the price set out in Gibson Canopy Solutions Limited

invoice(s).

7.2 Gibson Design Solutions Limited reserves the right to:

(a) increase the price of the Goods and Services, by giving notice to the Customer at any time before

the supply of the Goods and Services, to reflect any increase in the cost of the supply of the Goods

and Services to Gibson Canopy Solutions Limited that is due to:

(a) any factor beyond the control of Gibson Canopy Solutions Limited (including foreign exchange

fluctuations, increases in taxes and duties, and increases in labour, materials and other

manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods

ordered, or the Specification;

(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the

Customer to give Gibson Canopy Solutions Limited adequate or accurate information or instructions

in respect of the Goods.

(d) amend or reissue any quotation or invoice in order to rectify any genuine error or mistake in

relation to the pricing of the Goods or Services.

7.3 The Customer shall pay each invoice submitted by Gibson Canopy Solutions Limited:

(a) within the time limits set out in the invoice; 

(b) in full and in cleared funds to a bank account nominated in writing by Gibson Canopy Solutions

Limited, and time for payment shall be of the essence of the Contract.

7.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of

value added tax chargeable from time to time, unless otherwise stated.

7.5 If the Customer fails to make a payment due to Gibson Canopy Solutions Limited under the

Contract by the due date, then, without limiting Gibson Canopy Solutions Limited remedies under

clause 10 (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 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%. 7.6 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).

8. Intellectual property rights

8.1 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 Gibson

Canopy Solutions Limited.

8.2 The Customer grants Gibson Canopy Solutions Limited a fully paid-up, non-exclusive, royalty-free

non-transferable licence to copy and modify any materials provided by the Customer to Gibson

Canopy Solutions Limited for the term of the Contract for the purpose of providing the Goods and

Services to the Customer.

9. Limitation of liability

9.1 Gibson Canopy Solutions Limited has obtained insurance cover in respect of its own legal liability.

The limits and exclusions in this clause reflect the insurance cover Gibson Canopy Solutions Limited

has been able to arrange and the Customer is responsible for making its own arrangements for the

insurance of any excess loss.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not

limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) 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).

9.3 Subject to clause 9.2, Gibson Canopy Solutions Limited total liability to the Customer shall not

exceed £1 million. Gibson Canopy Solutions Limited total liability includes liability in contract, tort

(including negligence), breach of statutory duty, or otherwise, arising under or in connection with

the Contract.

9.4 The following types of loss are wholly excluded:

(a) Loss of profits.

(b) Loss of sales or business.

(c) Loss of agreements or contracts. 

(d) Loss of anticipated savings.

(e) Loss of use or corruption of software, data or information.

(f) Loss of or damage to goodwill.

(g) Indirect or consequential loss.

9.5 Gibson Canopy Solutions Limited has given commitments as to compliance of the Goods and

Services with relevant specification in clause 4. 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 Act

1982 are, to the fullest extent permitted by law, excluded from the Contract. 9.5 This clause 9 shall

survive termination of the Contract.

10. Termination

10.1 Without affecting any other right or remedy available to it, Gibson Canopy Solutions Limited

may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment or

commits any other material breach of its obligations under Contract;

(b) the Customer takes any step or action in connection with its entering bankruptcy, administration,

provisional liquidation or any composition or arrangement with its creditors, being wound up, having

a receiver appointed to any of its assets or ceasing to carry on business, if applicable.

10.2 Without affecting any other right or remedy available to it, Gibson Canopy Solutions Limited

may suspend the supply of Services or deliveries of Goods under the Contract or any other contract

between the Customer and Gibson Canopy Solutions Limited 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 10.1(b), or Gibson Design Solutions Limited reasonably believes that the

Customer is about to become subject to any of them.

11. Consequences of termination

11.1 On termination of the Contract the Customer shall immediately pay to Gibson Canopy Solutions

Limited all of Gibson Canopy Solutions Limited outstanding unpaid invoices and interest and, in

respect of Services and Goods supplied but for which no invoice has been submitted, Gibson Canopy

Solutions Limited shall submit an invoice, which shall be payable by the Customer immediately on

receipt.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and

liabilities of the parties that have accrued up to the date of termination or expiry.

11.3 Any provision of the Contract that expressly or by implication is intended to have effect after

termination or expiry shall continue in full force and effect.

12. Force majeure

12.1 Gibson Canopy Solutions Limited shall not be in breach of the Contract nor liable for delay in

performing or failure to perform, any of its obligations under the Contract if such delay or failure

result from events, circumstances or causes beyond its reasonable control (Force Majeure). 

13. General

13.1 Assignment and other dealings.

Gibson Canopy Solutions Limited may at any time assign, subcontract, delegate or deal in any other

manner with any or all of its rights and obligations under the Contract. The Customer shall not assign

or deal in any other manner with any of its rights and obligations under the Contract without the

written consent of Gibson Canopy Solutions Limited.

13.2 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it

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 or part-provision shall be deemed deleted.

Any modification to or deletion of a provision or part-provision under this clause shall not affect the

validity and enforceability of the rest of the Contract.

13.3 Waiver.

A waiver of any right or remedy under the Contract or by law is only effective 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.

13.4 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.

13.5 Entire agreement.

(a) 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.

(b) 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.

13.6 Third parties rights. 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. 

13.7 Variation. Gibson Canopy Solutions Limited reserves the right to vary these Conditions from

time to time.

13.8 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.

13.9 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