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Terms & Conditions

Signature Pools & Spas Ltd 

Terms and Conditions for the Sale of Goods and the Supply of Services 

 

1. Interpretation 

1.1 Definitions: In these Conditions, the following definitions apply: 

  • "Business Day": A day other than a Saturday, Sunday, or public holiday in Jersey or Guernsey when banks are open for business. 

  • "Commencement Date": The date specified in the tender, quotation, or programme agreement. 

  • "Conditions": These terms and conditions, as amended from time to time at the date of contract sign-up, agreement, or commencement. 

  • "Contract": The contract between the Supplier (Signature Pools & Spa Ltd.) and the Customer for the supply of Goods and/or Services in accordance with these Conditions. 

  • "Customer": The person or entity purchasing the Goods and/or Services from the Supplier. 

  • "Deliverables": The goods or services specified in the Order. 

  • "Delivery Location": The location specified in the Order, or any other location agreed in writing by the parties. 

  • "Force Majeure Event": An event beyond the reasonable control of the Supplier, including but not limited to acts of God, war, civil unrest, and compliance with any applicable law or governmental order. 

  • "Goods": The goods, or any part thereof, specified in the order, tender, or agreement. 

  • "Goods Specification": Any written specification for the Goods, including relevant plans or drawings agreed by the Customer and the Supplier. 

  • "Intellectual Property Rights": All intellectual property rights, including patents, copyrights, trademarks, business names, domain names, and related rights, whether registered or unregistered, in any part of the world. 

  • "Order": The Customer’s request for Goods and/or Services as documented in the Customer’s purchase order form or written acceptance of the Supplier’s quotation. 

  • "Order Confirmation": The Supplier’s written confirmation of the Order as set out in the tender, quotation, or agreement. 

  • "Services": The services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification. 

  • "Service Specification": The written description or specification for the Services provided by the Supplier. 

  • "Supplier": Signature Pools & Spa Ltd., a company operating in Jersey and Guernsey, Channel Islands. 

  • "Supplier Materials": Any materials provided by the Supplier necessary for the execution of the contract. 

1.2 Construction: In these Conditions, unless the context otherwise requires: 

  • A reference to a "person" includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality). 

  • A reference to a "party" includes its personal representatives, successors, or permitted assigns. 

  • A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. 

  • Any phrase introduced by the terms "including," "include," or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 

  • A reference to "writing" or "written" includes faxes and emails. 

  • References to "we," "our," and "us" refer to the Supplier. 

 

2. Basis of Contract 

2.1 The Order constitutes an offer 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 an Order Confirmation, at which point, and on which date the Contract shall come into existence (Commencement Date). 

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 

2.4 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 Services and/or Goods described. They shall not form part of the Contract or have any contractual force. 

2.5 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. 

 

3. Quotations 

3.1 Quotations are provided without obligation and are only valid for the period specified within the tender, quotation, or offer agreement. 

3.2 Any illustrations, dimensions, or drawings accompanying quotations or Order Confirmations are binding only if no subsequent changes occur on-site, no new regulations are passed, or design changes are made. 

3.3 If changes are required for the reasons outlined in 3.2, and it is reasonable to expect the Customer to accept them, the Supplier reserves the right to adapt the specification accordingly. Any additional costs arising from these changes will be communicated to the Customer in advance. 

 

4. Prices 

4.1 Prices are typically fixed for a period of three months following the Commencement Date. If the period between the Commencement Date and the agreed or actual delivery date exceeds three months, the Supplier’s prices applicable at the time of delivery or provision of Services shall apply. 

4.2 The quoted prices are ex-works unless otherwise stated. Additional charges for incidentals such as packaging, insurance, delivery (transport), assembly, and connection of additional materials will be invoiced separately. 

4.3 If Goods are delivered by truck and assembled by the Supplier’s personnel, transport and assembly costs may be invoiced at a flat rate, provided assembly can be completed immediately after delivery without interruption. If additional journeys are required due to reasons beyond the Supplier’s control, the resulting costs will be invoiced separately. 

 

5. Goods and Services to be Supplied On-Site by the Customer Prior to Installation by the Supplier’s Personnel 

5.1 The Customer undertakes to complete all requisite on-site operations before the agreed date for delivery and assembly. This includes ensuring that doors, staircases, corridors, and other access points are of sufficient width to allow the transportation and installation of items such as saunas, steam suites, pools, spas, and baths to the Delivery Location. Unless otherwise agreed, openings and passageways should be at least 1000mm in width. 

5.2 The Supplier will only proceed with the commencement of manufacture and/or site installation based on signed and approved drawings. If the Customer requests in writing to commence work beyond or outside of the agreed drawing package, this shall be the Customer’s responsibility. 

5.3 Pre-delivery agreements are required for different products and must be completed before goods are arranged for transport. These agreements vary for products including: 

  • Hot Tubs 

  • Pools, HydroPools & SwimSpas 

  • Spas 

  • Saunas and related sauna-type rooms 

  • Steam Rooms, Hammams, Rhassouls, and related steam-type rooms 

  • Showers and related automated and non-automated showering rooms 

  • Ice fountains and related cold/cool products 

5.4 All services must be supplied and installed on-site in accordance with the Supplier's specifications unless otherwise agreed in writing. 

5.5 If the Customer defaults on any obligations described within these Conditions, they shall compensate the Supplier for any resulting loss. The Supplier reserves the right to withdraw from the Contract or claim compensation for breach of Contract if legal requirements are met. 

 

6. Customer Obligations 

6.1 The Customer shall ensure that the terms of the Order and, if submitted by the Customer, the Goods Specification are complete and accurate. 

6.2 The Customer shall cooperate with the Supplier in all matters relating to the Services, including providing the Supplier with access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the Supplier to provide the Services. 

6.3 The Customer shall obtain and maintain all necessary licenses, permissions, and consents that may be required for the Services before the date on which the Services are to start. 

6.4 The Customer shall keep and maintain all Supplier Materials at the Customer’s premises in safe custody at its own risk, maintain them 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 authorization. 

6.5 If the Supplier’s performance of any of its obligations is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default), the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default. The Supplier shall not be liable for any costs or losses sustained by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform its obligations as a result of Customer Default. 

 

7. Delivery Period 

7.1 When Goods are called within the scope of a framework order, the desired delivery date must be specified in writing 30 Business Days in advance unless a longer call period has been agreed within the tender, quotation, or programme. The Supplier will respect delivery dates to the best of its ability. 

7.2 In the event of a delay in delivery for which the Supplier is responsible, the Customer must allow a grace period of eight weeks. If the delay is due to circumstances beyond the Supplier’s control, the delivery period shall be extended, or the agreed delivery date postponed accordingly. The Customer may withdraw from the Contract if delivery is delayed by more than three months after the original delivery date. 

7.3 Any dates quoted for the delivery of Goods are approximate only, and the time of delivery is not of the essence. 

 

8. Terms of Payment 

8.1 Payment terms are strictly as set out within the agreed tender, quotation, order, or agreement. Vesting certificates are available upon request for each of the products. 

8.2 Unless otherwise stated, invoice amounts are for goods and materials. Labour costs, for the purposes of applicable schemes, will be shown separately. 

8.3 Interest may be charged on late payments at the maximum rate allowed under the Late Payment of Commercial Debts (Interest) Act 1998, as applied in the Channel Islands. 

 

9. Title and Risk 

9.1 The risk in the Goods shall pass to the Customer upon completion of delivery. 

9.2 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 and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due. Title to the Goods shall pass at the time of payment of all such sums. 

9.3 Until title to the Goods has passed to the Customer, the Customer shall: 

  • Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property. 

  • Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods. 

  • 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. 

  • Notify the Supplier immediately if the Customer becomes subject to any events described in these Conditions. 

  • Give the Supplier such information relating to the Goods as the Supplier may require from time to time. 

9.4 If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in these Conditions, the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately. The Supplier may require the Customer to deliver up all Goods in its possession which have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or any third party where the Goods are stored in order to recover them. 

 

10. Guarantee 

10.1 General Guarantee: The Supplier guarantees that the Goods comply with recognized technical standards at the time of delivery and are free from defects in materials and workmanship. The Customer must promptly notify the Supplier in writing of any defects that may occur. 

10.2 Wearable and Moving Parts: Wearable and moving parts, including but not limited to steam cylinders, electrodes, UV lamps, washers, gaskets, contactors, relays, and other similar components, are subject to normal wear and tear. These parts are guaranteed against defects in materials and workmanship for a period of [insert duration, e.g., 3 months] from the date of delivery. This guarantee does not cover normal wear and tear, and the replacement of these parts due to wear and tear will be the responsibility of the Customer. 

10.3 Limitation of Guarantee: The guarantee does not cover damage or defects resulting from improper use, maintenance, or handling by the Customer, or from modifications or alterations made without the Supplier's approval. The entitlement of the Customer in respect of defects occurring during the guarantee period is limited to repairs or replacement of the defective parts, and the Supplier’s liability shall not extend to incidental or consequential damages. 

10.4 Condition of Guarantee: The guarantee is only valid once all final accounts have been agreed upon and settled in full. 

 

11. Damages 

11.1 In the event of wrongful repudiation of the Contract or any part thereof by the Customer, the Supplier shall be entitled, without prejudice to any other legal measures, to claim compensation amounting to 15% of the value of the Order, unless the Customer can prove that the Supplier has incurred no loss or a substantially lesser loss. The Supplier reserves the right to enforce a higher actual loss if it can be demonstrated. 

 

12. Limitation of Liability 

12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for: 

  • Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors. 

  • Fraud or fraudulent misrepresentation. 

  • Breach of the terms implied under the Supply of Goods and Services (Jersey) Law 2009 or the Supply of Goods and Services (Guernsey) Law, 2004. 

  • Breach of the terms implied under the Sale of Goods (Jersey) Law 2002 or the Sale of Goods (Guernsey) Law, 2004. 

  • Defective products under the relevant consumer protection laws applicable in Jersey or Guernsey. 

12.2 Subject to these Conditions: 

  • The Supplier shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract. 

  • The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a pre-agreed mutual amount or as per insurance undertaken. If this is not pre-agreed, this is null and void. 

 

13. Intellectual Property Rights 

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. 

13.2 The Customer acknowledges that, in respect of any third-party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer. 

13.3 All Supplier Materials are the exclusive property of the Supplier. 

 

14. Confidentiality 

14.1 The receiving party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives that are of a confidential nature and have been disclosed by the other party, its employees, agents, or subcontractors. This includes any other confidential information concerning the disclosing party’s business, products, and services. 

14.2 The receiving party may only disclose such confidential information to those of its employees, agents, and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract and shall ensure that such employees, agents, and subcontractors comply with the obligations set out in this clause. 

14.3 Confidential information may also be disclosed if required by law, any governmental or regulatory authority, or by a court of competent jurisdiction. This clause shall survive termination of the Contract. 

 

15. Termination 

15.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: 

  • The other party commits a material breach of its obligations under this Contract and fails to remedy that breach within 30 days after receipt of notice in writing to do so. 

  • The other party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due, or admits its inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 

  • The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors. 

  • A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company). 

15.2 On termination of the Contract for any reason: 

  • The Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest. 

  • The Customer shall return all Supplier Materials and any Deliverables that have not been fully paid for. If the Customer fails to do so, the Supplier may enter the Customer’s premises and take possession of them. 

  • The accrued rights, remedies, obligations, and liabilities of the parties as at termination shall not be affected, 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. 

 

16. Force Majeure 

16.1 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 

16.2 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer. 

 

17. Governing Law and Jurisdiction 

17.1 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Jersey and Guernsey. 

17.2 Each party irrevocably agrees that the courts of Jersey and Guernsey shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). 

 

18. Severability 

18.1 If any provision or part of a provision of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. 

18.2 If any invalid, unenforceable, or illegal provision would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 

 

19. Waiver 

19.1 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 

19.2 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. 

19.3 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. 

 

20. Assignment and Other Dealings 

20.1 The Supplier may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract. 

20.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract. 

 

21. Entire Agreement 

21.1 These Conditions and the Order Confirmation constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. 

21.2 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. 

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 

 

22. Notices 

22.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be delivered by hand, pre-paid first-class post, recorded delivery, or by commercial courier at its registered office (if a company) or its principal place of business (in any other case), or sent by email to the email address specified in the Order. 

22.2 Any notice or communication shall be deemed to have been received: 

  • If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address. 

  • If sent by pre-paid first-class post or recorded delivery, at 9:00 am on the second Business Day after posting. 

  • If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 

  • If sent by email, one Business Day after transmission. 

22.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 

 

23. Third-Party Rights 

23.1 A person who is not a party to the Contract shall not have any rights under or in connection with it. 

23.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person. 

 

24. Data Protection 

24.1 Both parties will comply with all applicable requirements of the Data Protection (Jersey) Law 2018, Data Protection (Bailiwick of Guernsey) Law, 2017, and any other applicable data protection legislation. This clause is in addition to, and does not relieve, remove, or replace, a party’s obligations under those laws. 

24.2 The parties acknowledge that for the purposes of the data protection laws, the Customer is the data controller, and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the relevant data protection laws). 

24.3 Without prejudice to the generality of clause 24.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to the Supplier for the duration and purposes of the Contract. 

24.4 The Supplier shall, in relation to any personal data processed in connection with the performance of its obligations under the Contract: 

  • Process that personal data only on the written instructions of the Customer unless required by law to process such data otherwise. 

  • Ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. 

  • Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential. 

  • Not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled: 

  • The Customer or the Supplier has provided appropriate safeguards. 

  • The data subject has enforceable rights and effective legal remedies. 

  • The Supplier complies with its obligations under the applicable data protection laws by providing an adequate level of protection to any personal data that is transferred. 

  • The Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data. 

24.5 The Supplier shall notify the Customer without undue delay on becoming aware of a personal data breach. 

24.6 The Customer consents to the Supplier appointing third-party processors of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processors into a written agreement substantially on their standard terms of business which the Supplier will provide to the Customer. 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 24. 

24.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 24 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract). 

Revision Date: 13th August 2025 

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