Terms and Conditions (web specific)

 These Terms and Conditions govern your use of the CUKsigns.co.uk website (Cordwainer UK Site) and your relationship with CUKsigns.co.uk (Cordwainer UK, we or us).  Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to these Terms  and Conditions, please do not register for or use the  CUKsigns.co.uk Site.

 1. Use of the CUKsigns.co.uk Site

The CUKsigns.co.uk Site is provided to you free of charge for  your personal use subject to these Terms and Conditions. By using the CUKsigns.co.uk Site you agree to be bound by these Terms and Conditions.

THESE TERMS AND CONDITIONS DO NOT AFFECT YOUR STATUTORY RIGHTS.

 2. Amendments

We may update these Terms and Conditions from time to time and any changes will be notified to you via a suitable announcement on the CUKsigns.co.uk Site. The changes will apply to the use  of the CUKsigns.co.uk Site after we have given notice. If you do not wish to accept the new Terms and Conditions you should  not continue to use the CUKsigns.co.uk Site and the Online  Store. If you continue to use the CUKsigns.co.uk Site after the  date on which the change comes into effect, your use of the CUKsigns.co.uk Site indicates your agreement to be bound by the  new Terms and Conditions.

3. Registration

To register with CUKsigns.co.uk you must be over eighteen years  of age.

You must ensure that the details provided by you on  registration or at any time are correct and complete.

You must inform us immediately of any changes to the information that you provided when registering by updating your personal details.

You do NOT need to register to use the CUKsigns.co.uk Site, but some features and areas are restricted to registered users only.

4. Password and security

When you register to use the CUKsigns.co.uk Site you will be asked to create a password. You must keep this password  confidential and must not disclose it or share it with anyone.  You will be responsible for all activities and orders that  occur or are submitted under your password. If you know or  suspect that someone else knows your password you should notify us by contacting Customer Services (see below for contact details) immediately.

If CUKsigns.co.uk has reason to believe that there is likely to  be a breach of security or misuse of the CUKsigns.co.uk Site,  we may require you to change your password or we may suspend  your account in accordance with paragraph 11 below.

5. Standard Terms

On entering into any transactions initiated on the CUKsigns.co.uk Site you are also bound by our Standard Terms & Conditions. (See below)

 6. Excluded Services

The services provided by the CUKsigns.co.uk Site do not include  the provision of computer or other necessary equipment to access the CUKsigns.co.uk Site. To use the CUKsigns.co.uk site you will require Internet connectivity and appropriate telecommunication links. We shall not be liable for any telephone or other costs that you may incur.

7. Intellectual property

The content of the CUKsigns.co.uk Site is protected by copyright, trade marks, database and other intellectual property rights. All images are watermarked via Digimarc^®. You may retrieve and display the content of the CUKsigns.co.uk Site on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of  such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or  distribute or use for commercial purposes any of the materials  or content on the CUKsigns.co.uk Site without written  permission from CUKsigns.co.uk.

No licence is granted to you in these Terms and Conditions to  use any trade mark of CUKsigns.co.uk or its affiliated companies including, without limitation, the trade marks Cordwainer UK, CUKsigns.co.uk and Cordwainer-UK.com.

8. Limitations

You may not use the CUKsigns.co.uk Site for any of the following purposes:

disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material

transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice

gaining unauthorised access to other computer systems

interfering with any other person's use or enjoyment of the  CUKsigns.co.uk Site

breaching any laws concerning the use of public  telecommunications networks

interfering or disrupting networks or web sites connected to the CUKsigns.co.uk Site

making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner

CUKsigns.co.uk reserves the right to refuse to post material on  the CUKsigns.co.uk Site or to remove material already posted on  the CUKsigns.co.uk Site.

You will indemnify us against all losses, liabilities, costs and expenses reasonably suffered or incurred by us, all damages  awarded against us under any judgment by a court of competent jurisdiction and all settlements sums paid by us as a result of  any settlement agreed by us arising out or in connection with:

any claim by any third party that the use of the CUKsigns.co.uk  Site by you is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;

any claim by any third party that the use of the CUKsigns.co.uk  Site by you infringes that third party's copyright or other intellectual property rights of whatever nature; and

any fines or penalties imposed by any regulatory, advertising  or trading body or authority in connection with the use of the CUKsigns.co.uk Site by you.

 9. Availability of the CUKsigns.co.uk Site

Although CUKsigns.co.uk aims to offer you the best service possible, CUKsigns.co.uk makes no promise that the services at the CUKsigns.co.uk Site will meet your requirements. CUKsigns.co.uk cannot guarantee that the service will be fault  free. If a fault occurs in the service you should report it by email to webmaster@cuksigns.co.uk and we will attempt to  correct the fault as soon as we reasonably can.

Your access to the CUKsigns.co.uk Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. CUKsigns.co.uk will  attempt to restore the service as soon as it reasonably can.

10. CUKsigns.co.uk's right to suspend or cancel your registration

CUKsigns.co.uk may suspend or cancel your registration immediately at our reasonable discretion or if you breach any  of your obligations under these Terms and Conditions.

You can cancel this agreement at any time by informing us in writing. If you do so, you must stop using the CUKsigns.co.uk  Site.

The suspension or cancellation of your registration and your right to use the CUKsigns.co.uk Site shall not affect either  party's rights or liabilities.

Paragraphs 7, 8, 11, 12, 15 and 16 of these Terms and  Conditions shall survive cancellation.

11. CUKsigns.co.uk's liability

The CUKsigns.co.uk Site is provided by Cordwainer-uk without any warranties or guarantees. You must bear the risks  associated with the use of the Internet.

The CUKsigns.co.uk Site provides content from other Internet sites or resources and while CUKsigns.co.uk tries to ensure that material included on the CUKsigns.co.uk Site is correct,  reputable and of high quality, it cannot accept responsibility if this is not the case. CUKsigns.co.uk will not be responsible  for any errors or omissions or for the results obtained from  the use of such information or for any technical problems you may experience with the CUKsigns.co.uk Site. If CUKsigns.co.uk  is informed of any inaccuracies in the material on the Site we  will attempt to correct the inaccuracies as soon as we reasonably can.

In particular, we disclaim all liabilities in connection with  the following:

incompatibility of the CUKsigns.co.uk Site with any of your  equipment, software or telecommunications links

technical problems including errors or interruptions of the  CUKsigns.co.uk Site

unsuitability, unreliability or inaccuracy of the  CUKsigns.co.uk Site

inadequacy of the CUKsigns.co.uk site to meet your requirements

To the full extent allowed by applicable law, you agree that we  will not be liable to you/or any third party for any  consequential or incidental damages (including but not limited  to loss of revenue, loss of profits, loss of anticipated  savings, wasted expenditure, loss of privacy and loss of data) or any other indirect, special or punitive damages whatsoever  that arise out of or are related to the CUKsigns.co.uk Site.

Nothing in this paragraph 11 applies to CUKsigns.co.uk's liability in respect of products sold through the Online Stores.

Nothing in these Terms and Conditions shall exclude  CUKsigns.co.uk's liability for personal injury or death caused  by its negligence.

Our acceptance of an order takes place on despatch of the  order, at which point the purchase contract will be made and  you will be charged for your order.

 12. Third Party Websites

As a convenience to CUKsigns.co.uk customers, the CUKsigns.co.uk Site includes links to other web sites or material which are beyond its control. CUKsigns.co.uk is not responsible for content on any other site outside the CUKsigns.co.uk Site.

13. Advertising and Sponsorship

Part of the CUKsigns.co.uk Site may contain advertising and sponsorship. Advertisers and Sponsors are responsible for ensuring that material submitted for inclusion on the  CUKsigns.co.uk Site complies with relevant laws and codes. We will not be responsible for any error or inaccuracy in  advertising and sponsorship material.

14. Applicable Law

These Terms and Conditions shall be governed by and construed  in accordance with the laws of England and any disputes will be decided only by the English courts.

15. International Use

CUKsigns.co.uk makes no promise that materials on the CUKsigns.co.uk Site are appropriate or available for use in locations outside the European Union, and accessing the CUKsigns.co.uk Site from territories where its contents are  illegal or unlawful is prohibited. If you choose to access this site from locations outside the European Union, you do so on your own initiative and are responsible for compliance with local laws.

16. Miscellaneous

You may not assign, sub-license or otherwise transfer any of your rights under these Terms and Conditions.

If any provision of these Terms and Conditions is found to be  invalid by any court having competent jurisdiction, the  invalidity of that provision will not affect the validity of  the remaining provisions of these Terms and Conditions, which  shall remain in full force and effect.

If you breach these Terms and Conditions and CUKsigns.co.uk  ignores this, CUKsigns.co.uk will still be entitled to use its rights and remedies at a later date or in any other situation  where you breach the Terms and Conditions.

CUKsigns.co.uk shall not be responsible for any breach of these  Terms and Conditions caused by circumstances beyond its  control.

A person who is not a party to these Terms and Conditions shall  have no right under the Contract (Rights of Third Parties) Act  1999 to enforce any term of these Terms and Conditions but this shall not affect any right or remedy of a third party which  exists or is available apart from that Act.

The CUKsigns.co.uk Site is owned and operated by Cordwainer UK whose registered office is at Cordwainer House, Canterbury Road, Ashford, Kent. TN25 4HE United Kingdom.

If you have any queries please contact Customer Services.

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General Terms & Conditions - Cordwainer UK Conditions of Sale 2006

1. DEFINITIONS
In these Conditions
The Company means Cordwainer UK.
The Customer means the company, firm or person who agrees to buy/hire the goods from the Company.
The Goods means the goods/services which the company is to supply in accordance with these Conditions. Any reference to the goods shall, where appropriate, include reference to part of them.
The Price shall mean the purchase price as stated in the Companys quotation.
The Delivery Point means the location for delivery of the Goods specified in the Companys quotation or order confirmation.

2. FORMATION OF THE CONTRACT

2.1. These Conditions of Sale form the whole agreement between the Company and the Customer and no other express terms, written or oral, shall be incorporated into the contract.

2.2. The Conditions of Sale override any other terms which the Customer may subsequently seek to impose.

2.3. Any statement by an employee or representative (other than a director) of the Company to:

2.3.1. vary any of these terms or introduce any other terms, written or oral, into the contract;

2.3.2. give any advice, make any representation, agree any condition precedent or enter into any collateral contract;

2.3.3. give any guarantee of delivery dates or times except in the case of Special Delivery (Please see Special Delivery 6.3.1)

Shall not be binding on the Company unless confirmed by the Company in writing and signed by a director.

2.4. The Customers order constitutes an offer by the Customer to purchase Goods/Services from the Company on these Conditions and the contract between the Company is made by the Companys acceptance of the Customers offer.

3. PRICES

3.1. Any quotation given by the Company is valid for 30 days only unless otherwise stated.

3.2. Unless otherwise stated in the Companys quotation, the price of the Goods does not include:

(a) packaging and delivery, which shall be charged in addition at the Companys prevailing rates at the time of acceptance of the order.

3.3. The price of the Goods is exclusive of VAT, or any other customs duty or sales tax which may be added as required by rules or regulations currently in force, which shall be paid in addition at the rate prevailing on the date of the VAT invoice.

3.4. The Company reserves the right to make an additional charge in respect of preparation of working drawings or designs which are necessary for processing the Customers order or are requested by the Customer including, but not limited to, drawings for use by the Customer in connection with other associated building work or trades.

3.5. Where at any time before delivery of the Goods:

3.5.1. there is an increase in the cost of raw materials, transport, components or labour;

3.5.2. there are any currency fluctuations increasing the cost of raw materials or components;

The Company may adjust the price accordingly subject to giving the Customer notice of the increase and the right to cancel the order without liability if the increase is in excess of ten per cent of the price.

4. MATERIALS

4.1. All orders are accepted by the Company subject to materials and components being available to the Company from its suppliers, and by accepting an order the Company does not give a warranty as to availability.

4.2. The Company reserves the right to vary the specification of materials used if, in its opinion, the finished product will be of an equivalent or higher standard.

5. PAYMENT

5.1. Except in the case of Customers with a pre-agreed credit facility, the Goods shall be paid for in full prior to delivery and/or commencement of work by the Company, or on collection, or as may be agreed by the Company.

5.2. The Company may, at its sole discretion, agree with a Customer a credit facility, in which event:

5.2.1. The Company will manufacture/supply Goods of an invoice value up to the limit of the agreed credit.

5.2.2. The Company will invoice the Customer on delivery of the Goods and the invoice will be payable according to the conditions stated on the invoice, unless a contrary arrangement is agreed in writing by the Company.

5.3. If the Customer fails to pay for the Goods/Services by the due date the Company may:

5.3.1. Charge interest on overdue invoices up to, but not exceeding, 10% per month, calculated on a daily basis from the due date.

5.3.2. Withhold manufacture or supply of any Goods due to the Customer.

5.3.3. Appropriate any payment made by the Customer to such of the Goods (including Goods supplied under any other Contract with the Customer) as the Company may at its sole discretion think fit.

5.3.4. Require immediate payment in respect of all other Goods delivered to the Customer not with standing any other payment terms that may have previously applied.

5.3.5. Terminate any or all contracts between the Company and the Customer.

5.4. The Customer may not withhold payment of any invoices or other amounts due to the Company by reason of any right of set off counterclaim for any reason whatsoever.

5.5. In addition to any right of lien to which the Company may be entitled by law, the Company shall be entitled to a general lien on all Goods to the Customer in the Companys possession (even if such Goods, or some of them, have been paid for) for the unpaid price of the Goods.

5.6. The Company shall have the right of set off for amounts owed to the Customer against amounts owed to the Company.

5.7. The Customer shall be liable for any additional costs incurred by the Company in the course of appropriating any amounts owed by the Customer by any means that the Company sees fit.

6. DELIVERY

6.1. Delivery shall be deemed to take place at the moment of discharge from the delivery vehicle at the delivery point or in the event that the Customer collects and/or transports the Goods from the Company, the moment of loading onto the Customers contractors vehicle or handing to the Customer.

6.2. The Company may deliver by separate instalments, each of which may, at the Companys option, be invoiced and paid for as a separate contract.

6.3. Except in the case of Special Deliveries, statements as to the time(s) and date(s) for delivery of the Goods shall be treated as estimates only. Time shall not be of the essence of the contract, nor may be made so. The Company does not guarantee to meet any quoted delivery dates and the Customer shall not be entitled to refuse delivery or to compensation because of any delay.

6.3.1. Special deliveries: this service guarantees delivery to a prearranged specification and price. In the event of the Special Delivery service failing to meet the agreed specification, except where any such non-delivery or late delivery resulted from an event beyond the reasonable control of the Company or its delivery service provider, then if the Customer can prove late delivery, the Company will credit the amount up to but not more than twice the Special Delivery charge, excluding normal charges.

6.4. The Company may refuse to deliver any Goods over roads or other ground which the Company considers unsuitable and any resultant costs incurred will be paid by the Customer to the Company.

6.5. It is the Customers responsibility to offload the Goods at the Delivery Point in a safe manner and to provide, free of charge, adequate labour and equipment for this purpose.

6.6. If the Customer refuses to accept delivery of the Goods or fails to give the Company adequate delivery instructions, then the Company may:

6.6.1. Store the Goods until actual delivery to the Customer or until the Goods are disposed of as follows,

6.6.2. Sell the Goods at the best price readily obtainable. The Customer shall be liable for the cost of the sale. Further, if the goods are sold for less than the price payable by the Customer, the Customer shall be liable to pay the Company the difference in price. This does not affect any other right or remedy that the company may have.

6.7. A delivery note, which signed by and on behalf of the Customer shall be conclusive proof of delivery of the goods described in the delivery note.

6.8. Returns. The Customer must notify the Company immediately by telephone/fax of the requirement to return Goods. Products must be returned in their original condition and packaging and only if agreed to by the Company. Goods must be returned within 2 days of delivery. The Company reserves the right to levy a handling charge on returned Goods.

7. PROPERTY AND RISK

7.1. Ownership of the Goods remains with the Company and will not pass to the Customer until the earlier of the following events:

a) the Company is paid for all the Goods and no other amounts are owed by the Customer to the Company in respect of other Goods supplied by the Company, or

b) the Goods are permanently incorporated into other Goods, or

c) the Goods are subjected to a manufacturing or construction process.

7.2. If the Customer is overdue in paying for the Goods or any other Goods supplied by the Company, the Company may, if still the owner, recover and resell them. The Customer gives the Company and its agents irrevocable authority to enter the premises or land upon which the Customer is working or which the Customer owns or leases for this purpose. This does not affect any other right of the Company.

7.3. Until the Customer has paid the Company for the Goods, and all other Goods, which the Company has supplied to the Customer:

7.3.1. The Customer holds the Goods in trust for the Company.

7.3.2. If the Customer sells the Goods, the Customer shall hold the proceeds of the sale in trust for the Company.

7.3.3. If the Customer sells the Goods, the Company may, by written demand, require the Customer to assign to the Company the Customers rights to recover the price from its purchaser.

7.4. Risk in the Goods passes to the Customer upon delivery.

7.5. The Customer must insure the Goods against all insurable risks for the price due to the Company.

7.6. If the Goods are destroyed by an insured risk before the Customer has paid for them, the Customer shall hold the insurance proceeds as the Companys trustee.

8. ACCEPTANCE

The Customer shall be deemed to have accepted the Goods upon delivery and it shall be conclusively agreed that the Goods are in accordance with the contract unless:

8.1. Immediately after delivery and prior to their use or resale, the Customer serves on the Company a written notice specifying the alleged defect in the quantity, quality or state of the Goods which would be apparent upon careful inspection or by such testing as it is reasonable in all the circumstances for the Customer to undertake and therinafter provides the Company with a reasonable opportunity of inspection or testing the Goods before they are used or resold.

8.2. In the case of delivery by a third party carrier immediately after delivery and prior to their use or resale the Customer gives the Company verbal or written notice specifying the matters required under clause 8.1. above. The Customer must refuse parcels delivered in a damaged condition.

8.3. If the alleged defect in the quality or state of the Goods would not be apparent upon careful inspection or reasonable testing the Customer serves on the Company written notice of such defect forthwith upon its discovery, and in any other event not more than 1 month after delivery, specifying the matters complained of and affording the Company a reasonable opportunity of inspecting or testing the Goods.

9. SPECIFICATION

9.1. Sizes are supplied within the tolerances as laid down by the manufacturers of the product. Goods shall be deemed to be within reasonable tolerances and the Company shall have fulfilled the contract if the Goods delivered are within a tolerance of + or - 10% of that which was ordered.

9.2. Any statement in a British or European Standard as to suitability of the Goods for any purpose is excluded.

9.3. The Company shall not be responsible for the accuracy or suitability of any drawing design or specification supplied by the Customer to the Company in relation to the Goods notwithstanding that the Company may have inspected, commented or relied upon the same in the manufacture and/or supply of the Goods.

10. LIABILITY

Subject to clause 11 below, provided that the Customer has complied with condition 8, if the Goods or any part thereof are defective in quality or state or otherwise not in accordance with the contract then if the Company and the Customer do not agree that the Customer shall accept the Goods at revised price or that the Goods should be made good at the Companys expense the Company will accept return of the Goods by the Customer and at the Customers option shall either:

a) repay or allow the Customer the invoice price thereof and any reasonable costs incurred by the Customer for the purpose of transporting the Goods back to the Company; or

b)Replace the Goods by delivering replacement Goods as soon as reasonably practicable and in all other respects in accordance with the contract.

11. COMPANY LIABILITY

11.1. The Customer shall have no right of rejection of Goods and the Company shall have no liability for negligence or breach of contract except as provided in clause 10, which clause is in substitution for any other legal remedy of the Customer.

11.2. The Company shall have no liability for ascertaining whether the Goods are suitable or reasonably fit for the purpose for which they were ordered or for any other advice it may give whether by itself, its employees or agents as to the application or suitability of Goods for any purpose whatsoever.

11.3. The Company shall not be liable for breach of contract attributable directly or indirectly to circumstances beyond the Companys reasonable control, including but not limited to war, rebellion, strikes, lockouts, breakdown of plant or government.

11.4. The Company shall not be liable for any loss or damage to the Goods in transit that are at the Companys risk where the Customers packing and protection specification differs from that recommended by the Company.

11.5. The Company shall have no liability in contract or in negligence or otherwise for consequential loss, indirect loss, economic loss howsoever arising. This exclusion would include but is not limited to loss of profit, loss of contracts, damage to the property of the Customer or of a third party.

11.6. The provisions of clause 11 do not apply:

11.6.1. to claims for death or personal injury to persons arising out of the Companys negligence.

11.6.2. to claims for breach of warranty of title implied by law.

12. INSOLVENCY

If the Customer:

12.1. Being a Company

12.1.1. has petition presented for its winding up; or

12.1.2. passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction); or

12.1.3. enters into a voluntary arrangement with its creditors; or

12.1.4. becomes subject to an administration order; or

12.2. Being an individual or firm:

12.2.1. becomes bankrupt or insolvent; or

12.2.2. enters into a voluntary arrangement with its creditors;

then the Company shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods have been delivered but not paid for, the price shall become due immediately regardless of any previous arrangement to the contrary.

13. WAIVER

The rights of the Company and the Customer shall not be prejudiced or restricted by any indulgences or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

14. ASSIGNMENT

The contract shall not be assigned by the Customer to any third party without prior written consent of the Company.

15. INTELLECTUAL PROPERTY

The Customer shall indemnify the Company against all actions, proceedings, claims, costs and expenses which may be brought against or incurred by the Company by reason of its supplying the Goods or applying any process or service in relation to Goods of the Customer in accordance with any such drawings, specifications or other information whether or not it alleged in such actions, proceedings and claims that any patent mark, design copyright or other intellectual property or other exclusive right of any third party has been infringed.

16. DATA PROTECTION

16.1. The Customer consents to the Company processing any personal data the Company may from time to time receive in the course of dealings with the Customer in relation to any partner, officer, servant, agent or referee of the Customer.

16.2. the Customer in giving such consent warrants to the Company that it has authority of the individual to whom the personal data relates.

17. PROPER LAW

The contract shall be governed by English Law and the non-exclusive jurisdiction of the English Courts.

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