1. Definitions:
"Buyer" means the person whose order for the purchase of the goods and/or provision of the services is accepted by the Seller. "Seller" means ucwic (being ucwic.com, ucwic.co.uk and associated web addresses), PO Box 3, Godalming, Surrey GU8 6YL England. All orders are accepted on the basis of these conditions. Any conditions of purchase offered on behalf of the Buyer shall be deemed to be waived by the Buyer on acceptance of the goods or services.
2. Price and description. The Seller reserves the right to vary prices without prior notification to reflect any increase in the cost to the Seller arising after acceptance of the order, which is due to any factor beyond the control of the Seller, any change in delivery dates, locations, quantities or specifications requested by the Buyer, or any delay caused by act, omission or instruction of the Buyer. Goods and services will be invoiced at the price ruling at the date of despatch. All sizes are approximate only and are not of the essence. Colours viewed on the web may not be true to the actual colour of products supplied and any such minor variations are not of the essence.
3. Delivery. Acceptance of delivery of goods and/or provision of services (or any part thereof) shall be deemed conclusive evidence of Buyer's acceptance of these conditions. Delivery of the goods shall be made by the Seller delivering the goods to the Buyer by post or courier to the address specified at the time of order by the Buyer. Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Seller shall be entitled to make partial delivery or deliveries by instalments. A signature or acknowledgement of acceptance of actual delivery will normally be sought from the Buyer in respect of all deliveries of significant value.
4. Non Delivery. If the Seller is unable to make actual delivery of the goods for any reason, or if the Buyer either fails to take delivery of the goods on the agreed delivery date or delays the delivery date then the Seller may arrange a further delivery date or store or arrange the storage of the goods until actual delivery, at the risk and expense of the Buyer, and charge the Buyer the following: reasonable or actual (if with a third party) storage costs (including insurance); all additional postage, courier, transport and handling costs including the additional time of the Seller at its appropriate hourly or daily rates; and receive payment in full for the goods in storage, in accordance with the normal payment terms. If in the sole determination of the Seller actual delivery cannot be completed for any reason after a reasonable time or a reasonable number of attempts the goods will be returned to the Seller and the contract shall be deemed to have been completed and the goods shall become the property of the Seller being undeliverable.
5. Notification. Complaints concerning goods received including incomplete or damaged orders must be made in writing, stating nature of complaint, date of receipt and order/invoice number, within fourteen calendar days of receipt of goods. Goods cannot be accepted for return without prior notification and approval by the Seller.
6. Specifications. If goods are to be manufactured or provided in accordance with a design/specification provided by the Buyer, the Buyer shall indemnify the Seller against all loss, damage, costs, expenses in connection with same.
7. Payment. Payment shall only be available by the means specified on the website from time to time. The Buyer shall pay the price specified (without any deduction or set off) at the time of order and in advance of despatch and delivery notwithstanding that physical delivery will not have taken place and the property in the goods has not passed to the Buyer until actual delivery.
8. Force Majeure. If the seller is unable to perform the services for a reason of force majeure or any other reason outside the Seller's reasonable control, the Seller shall be entitled to charge the Buyer for any additional time, cost or expense incurred as a result thereof and where the Seller is unable to perform the services for any such reason for a period of more than two weeks the Seller shall be entitled to postpone its performance of the contract until such time as it is reasonably able to recontinue the performance of the services.
9. Consequential Loss. The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer, except as expressly provided in these conditions.
10. Copyright. All images, product design, text, graphics, logos, the selection and arrangement thereof, and all products are copyright of ucwic and/or the photographers and artists as indicated. ALL RIGHTS RESERVED. No reproduction of any product or image is permitted.
11. Third Party Claims. If any claim is made against the Buyer that the goods or services infringe or that their use, resale or provision infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, any liability of the Seller to the Buyer shall be subject to the Seller being given full control of any proceedings or negotiations in connection with any such claim including the payment or settlement thereof.
12. Title. Title of the goods shall not pass to the Buyer until the latter of actual delivery or payment in full of all sums due or owing.
13. Validity. Terms valid at date of issue. The Seller reserves the right to modify, without notice the terms. When this occurs, the new Terms and Conditions are effective immediately and supersede prior published information.
14. Bespoke commissions and picture library purchases are subject to individual terms supplied at the time of order and contract.
15. Governing Law. These conditions and the contract for sale to which they relate shall in all respects be construed in accordance with and be governed by English Law and the contract of purchase will be deemed to have occurred in England.
