Terms and Conditions of Sale
(Effective from January 1, 2008)


1.    General
(a)    In these Conditions:
    (i)   “Company” means Fontworks UK Limited;
    (ii)   “Customer” means any person with whom the Company enters into an agreement subject to these Conditions;
    (iii)  “contract” means any agreement made subject to these Conditions;
    (iv)  “goods” means the subject matter of the contract, or any part thereof and may be a physical product and/or services provided by the Company;
    (v)  “Supplier” means any organisation or manufacturer that supplies any goods to the Company (in the form of physical products, non physical products, services or otherwise) for onward sale or resale.
(b)    Unless otherwise expressly stated by the company in writing, all quotations are made and orders accepted on the following terms and conditions and on the terms and conditions of any licence under which goods are supplied.
(c)    Nothing in these Conditions shall be interpreted as excluding or restricting the statutory rights of any Customer dealing with the Company as a consumer.

2.    Other Printed or Standard Conditions 
These Conditions (and the terms and conditions of any licence under which goods are supplied) constitute the entire understanding of the parties and shall apply to the contract and no other contractual terms or conditions shall be of any effect with respect to the contract unless expressly accepted by the Company in writing. The holding, banking, negotiation or other use of any deposit shall not constitute acceptance by the Company of an order. These Conditions may not be varied or waived except with the express written agreement of the Company.

3.    Orders
(a)    The Company reserves the right to accept or refuse orders and no order shall be deemed to be accepted until confirmed in writing by the Company.
(b)    The Company may without prejudice to any rights or remedies terminate or suspend delivery under the contract without notice in the event of any failure by the Customer to observe or perform any of its obligations under any agreement (including the contract) between the Customer and the Company or if it appears to the Company that the Customer will or is likely to fail to observe or perform any such obligation.
(c)    Orders must be accompanied by sufficient information to enable the Company to proceed with the order forthwith.

4.    Catalogues etc 
Catalogues, brochures, price lists and all advertising material are subject to alteration without notice and are only an indication of the type of goods offered and shall not (except as may be required by law) constitute representations to be relied upon in entering into contracts or be binding on the Company nor be deemed in any way to modify these Conditions.

5.    Quotations and Prices 
All quotations are generally valid for a period of 30 days from the date of quotation unless otherwise stated. Once 30 days has elapsed the Company may extend the period of validity or provide a new quotation. All prices quoted are exclusive of VAT, which will, where appropriate, be charged at the applicable rate.

6.    Delivery & Courier charges 
Delivery and courier charges will be added to all shipments unless an agreement by prior arrangement has been made in writing or, at the Company’s discretion, the Company decides to waive such charges.

7.    Cancellation of orders 
The Customer shall have no right to cancel an order unless the Company expressly agrees in writing to the cancellation. In the event of any cancellation of an Order, whether pursuant to the contract or not, the Company may without prejudice to any other rights it may have, apply any deposit paid by the Customer against any re-stocking charge, costs, expenses or losses incurred by the Company prior to or as a result of such cancellation.

8.    Description of goods 
(a)    The Supplier of any goods to the Company is wholly responsible for the description and specification of such goods. The Company will notify the customer of any material changes in product specification. With regard to any repair work provided by the Company, the Company reserves the right to use such parts and materials as it thinks fit and to substitute without notice to the Customer any parts, materials, components and units in place of those mentioned in any catalogue, brochure or quotation which is available to the Customer.    
(b)    All drawings, particulars of weights and dimensions and all freight and transport details issued by the Company are approximate only and do not form any part of the contract.

9.    Rejection 
If no written notice is received by the Company within fourteen days of delivery of the goods to the Customer, the goods shall be deemed to have been accepted by the Customer as in good order and in conformity with the contract; the Customer shall have no right to reject the goods and subject to clause 15, no claims will be accepted thereafter.

10.   Time of delivery of performance
(a)    Any time or date quoted by the Company for delivery or performance by the Company is an estimate only and the Company shall not be liable for any loss or damage whatsoever arising from failure to meet any time or date quoted for delivery or performance.
(b)    The Company reserves the right to make deliveries in installments. Late or non-delivery of any installment shall not relieve the Customer’s obligation to pay for and accept deliveries of remaining installments.

11.    Payment
(a)    Payment in full is due to the Company no later than 30 days from the date of invoice or delivery of the goods to the Customer unless special payment terms have been agreed and confirmed in writing.
(b)    Interest, payable on demand, shall accrue from day to day on overdue amounts under the contract at the rate per annum which is 2% above the Bank of England base rate from time to time.
(c)    The Customer will be liable for any collection costs which the Company incurs to retrieve any payment due to the Company.

12.    Storage 
If by reason of instructions or lack of instructions from the Customer, despatch of the goods is delayed for seven days after the Customer has been notified that the goods are ready for despatch, the risk in the goods shall thereupon pass to the Customer (who shall pay reasonable storage charges to the Company) and the goods shall be deemed to have been delivered to the Customer for the purposes of clauses 11(a) and 13.

13.    Risk 
(a)    Save as provided in clause 12, risk in the goods (including risk of transport delays and losses) shall pass to the Customer on delivery to, but not into, the premises nominated by the Customer for delivery or, where an outside carrier is used, or if the Customer provides their own transport, on delivery to the carrier or the Customer’s own transport.
(b)    The customer must insure the goods for their full replacement value against all risks prudently insured against between risk and title passing and must on demand produce evidence of such insurance to the Company. Until the full price has been paid the Customer shall hold on trust for the Company the policy and proceeds of insurance to the extent of the unpaid price.
    
14.    Title 
The title in the goods shall remain with the Company until the Company has received payment in full of all amounts owing from the Customer to the Company including interest (if any) for such goods. Until such receipt by the Company the Customer shall be deemed to be a bailee of the goods. Under the terms of this bailment if payment of the total price for the goods or other sums for the time being owing from the Customer to the Company is not made on the due date, the Company shall have the right, with or without prior notice, at any time to retake possession of the whole or any part of the goods (and for that purpose to go upon any premises occupied by the Customer) without prejudice to any other remedy of the Company. The Company shall be entitled forthwith to suspend any or all deliveries until a default, as set out below, has been made good or determine the contract or any unfulfilled part thereof. Such default occurs where the Customer becomes bankrupt or makes any composition for the benefit of creditors or, being a company, makes any voluntary arrangements with its creditors or becomes subject to an administrative order or goes into liquidation whether voluntary or compulsory (other than for the purpose of reconstruction or amalgamation) or an encumbrancer takes possession of or a receiver is appointed in respect of any of its assets.

15.    Warranty
(a)    The Company undertakes to pass on to the Customer the standard warranty conditions provided by the manufacturer or supplier of the goods to the Company for the period stipulated by such manufacturer or supplier.
(b)    The Company may from time to time offer extended warranty and service products that are governed by further specific terms and conditions in addition to these terms and conditions of sale.

16.    Exclusion of liability
(a)    Insofar as is not prohibited by law and save insofar as the Company has expressly undertaken liability under clause 15, all express and implied conditions and warranties, statutory or otherwise, as to the quality or fitness of materials used, goods supplied, work or design done, services performed or any other matter are hereby excluded.
(b)    Insofar as is not prohibited by law the Company shall accept no liability whatsoever for any injury, loss or damage suffered by the Customer arising from the negligence of the Company, its servants or agents, or arising in any other manner whatsoever.
(c)    The Company shall not be liable for any indirect, special, incidental or consequential damages or economic loss (including loss of profit) resulting from the Company’s performance or failure to perform hereunder or the furnishing, performance, or use of any products or services sold pursuant hereto whether due to a breach of contract, breach of warranty, the     negligence of the Company or otherwise.

17.    Force majeure
Without prejudice to the generality of these Conditions, the Company shall not be liable for any failure on its part to perform any of its obligations where such failure is due to circumstances beyond the direct control of the Company. Such circumstances include the Customer failing to furnish necessary instructions, act of God, government action or legislation, lightning, fire, storm, flood, earthquake, war or civil commotion, terrorist act, sabotage, act of vandalism, interruption of transport, strike, lock out or other form of industrial action, accidents or stoppages to works, shortage of labour, materials, equipment, fuel or power, breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Company or its sub-contractors, whether or not such cause exists at the date of the order. In the event of such failure the Company may terminate the contract without incurring liability to the Customer.

18.    Patents
The Company and/or the Company’s Suppliers undertake to indemnify the Customer against any claim for infringement of Letters Patent or Registered Design (published at the date of the contract) by use or sale of any goods supplied by the Company to the Customer and against all costs and damages which the Customer may incur in any action for such infringement or for which the Customer may become liable in any such action PROVIDED ALWAYS that this indemnity is conditional on the Customer making no admission in respect of such alleged infringement and giving the Company the earliest possible notice in writing of any claim being made or action threatened or brought against the Customer and on the Customer permitting the Company at its own expense to conduct any litigation which may ensue and all negotiations for a settlement of the claim and cooperating with the Company in such manner as may be required by the Company in the conduct of any such litigation or negotiations.

19.    Restrictions on export
The Customer acknowledges that the goods may be subject to export licensing requirements of the United Kingdom and other jurisdictions. The Customer undertakes not to export the goods from the United Kingdom until it has obtained any required licences from UK authorities and the authorities of the country to which the goods are to be exported and complied with all relevant export control laws and regulations. The Customer indemnifies and holds the Company harmless against any action, proceeding, judgement, penalty, fine, loss, liability, cost or expense (including reasonable legal fees) arising out of or relating to any violation by the Customer or any of its customers of any UK or other applicable export control law or regulation. These obligations and indemnity shall survive the term or termination of this Agreement.

20.    Governing Law
(a)    The contract is governed by and shall be interpreted in accordance with English law.
(b)    For the benefit of the Company, the Customer and the Company agree that the courts of England are to have jurisdiction to settle any disputes which may arise in connection with the Contract.

21.    Notices
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and shall be served by sending it by pre-paid recorded delivery or registered post to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice so served shall be deemed to have been received forty eight (48) hours from the date of posting. Alternatively, a notice can be served by hand delivering it to an address as defined above.

22.    No waiver
Failure by the Company to exercise any of its rights under these Conditions shall not be a waiver or forfeiture of such rights. No express or implied waiver by the Company shall be construed as a continuing waiver nor shall it prevent the Company from acting upon that or any subsequent breach or from enforcing any term or condition of the Contract.

23.    Severance
If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

24.    Assignment
The Customer shall not be entitled to assign its rights or transfer its obligations under the Contract, in whole or in part, without the prior written consent of the Company.

25.    Survival of terms
The expiration or termination of the Contract, howsoever arising, shall be without prejudice to any provisions of the Contract (including these Conditions) which are to have effect after the date of such expiration or termination.